Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2026 Supreme(Online)(NCLT) 623

NATIONAL COMPANY LAW TRIBUNAL
Sushil Mahadeorao Kochey, Member (Judicial)
Mr. Abhay Narayan Manudhane – Appellant
Versus
My Palace Mutually Aided Cooperative Society – Respondent
Interlocutory Applications under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 | I.A. No. 3781 of 2023 | I.A. No. 4521 of 2023 in CP (IB) No. 27/(MB)/2019

Advocates:
Mr. Chaitanya Chavan a/w Mr. Sagar Parab, Mr. Darshan Suvarna, Mr. C.G. Shanker
For Unity Small Finance Bank Ltd: Mr. Shyam Kapadia a/w Ms. Naveli Reshamwala
Mr. Chetan Kapadia, Sr. Advocate a/w Mr. Rohan Agarwal, Ms. Sabeena Mahadik and Mr. Pankaj Uttaradhi
For the Respondent No. 3: Mr. Ranjeev Carvalho a/w Mr. Sunil Humbre, Mr. Pankaj Uttaradhi

The NCLT lacks jurisdiction to adjudicate contractual disputes such as rights under Joint Venture Agreements when they do not arise from the insolvency proceedings of the corporate debtor.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 60(5) - Jurisdiction of National Company Law Tribunal (NCLT) - Applications filed by the Resolution Professional and Unity Small Finance Bank seeking declaratory reliefs regarding rights under Joint Venture Agreement and Assignment Deeds dismissed for lack of jurisdiction, as issues do not relate to insolvency proceedings. (Paras 1, 29 and 30)

(B) Rights and Interests - The tribunal concluded that the issues involved are commercial disputes requiring a trial in a competent civil court, as the agreements were executed prior to the commencement of insolvency proceedings. (Paras 4, 24 and 28)

Facts of the case:
The applicants sought rights to 55% of sale receivables from a land development project based on multiple agreements. The case revolves around disagreements regarding the validity and enforceability of the Joint Venture Agreement and subsequent Assignment Deeds following the corporate insolvency resolution process initiation.

Findings of Court:
The NCLT found that the issues raised are outside its jurisdiction under the Insolvency and Bankruptcy Code, with substantive claims needing resolution within a civil court framework.

Issues: The primary issue was whether the claims under the Joint Venture Agreement and Assignment Deeds pertained to the insolvency of the corporate debtor, thus falling within the NCLT's jurisdiction.

Ratio Decidendi: The court ruled that since the agreements existed before insolvency proceedings, they do not relate to ongoing insolvency issues; hence, the NCLT cannot grant the relief sought.

Result: Applications dismissed as not maintainable for lack of jurisdiction.

Table of Content
1. jurisdiction reference and hearing procedures. (Para 1 , 2 , 3)
2. discrepancy in judicial opinions on jva. (Para 4 , 12)
3. summary of reliefs sought by parties. (Para 5)
4. arguments for corporate debtor's rights. (Para 6 , 7 , 8 , 9 , 10)
5. repudiation and contractual disputes require trial. (Para 11 , 13)
6. interim relief need linkage to final relief. (Para 14 , 15 , 18)
7. nclt cannot adjudicate out-of-scope issues. (Para 19 , 20 , 21)
8. rights must be established by competent court. (Para 22 , 23)
9. jurisdiction issue in granting substantive relief. (Para 24 , 29 , 30)
10. final order of dismissal and vacating interim relief. (Para 32)

ORDER

1) This is a reference under Section 419 (5) of the Companies Act, 2013 , appointing Third Member by the Hon’ble President, National Company Law Tribunal, pursuant to the directions of the Hon’ble National Company Law Appellate Tribunal issued on 18.09.2025, in Company Appeal (AT) (INS) No. 1776 & 1777 of 2024.

2) Members of Court 3 of NCLT, Mumbai Bench, have decided two Interlocutory Applications i.e. IA 3781 of 2023, filed by the Resolution Professional, acting on behalf of the Corporate Debtor, viz. Housing Development and Infrastructure Limited & IA 4521 of 2023 filed by Unity Small Finance Bank Limited who got substituted in the place of Punjab and Maharashtra Cooperative Bank on Merger. Both the Members have deferred on few points as enumerated by the Hon’ble National Company Law Appellate Tribunal in its Order dt. 18.09.2025, which highlighted difference of both the Members on continuing Interim Order dt. 08.11.2023 and deciding on Rights and Interests in the Corporate Debtor and the Bank, arising out of Assignment Deeds and Joint Venture Agreement. It is also held this tribunal lacks jurisdiction to adjudicate the contractual rights of the parties under summary powers.

3) Having listed the matter on 19.11.2025, Ld. Counsels for all the Parties appeared and were heard for sometimes and by Consent, the matter was scheduled for detailed arguments on 15.12.2025 and the Interim Order as was granted by the Hon’ble Appellate Tribunal was continued. On 15.12.2025, Ld. Counsel for the Resolution Professional was not available, hence, the Applications were adjourned to 06.01.2026. On 06.01.2026, Ld. Counsels for the Parties have advanced their arguments, at length. Having concluded the arguments, the Applications were posted for filing of Written Submissions on 14.01.2026. Parties having filed Written Submissions on record, the Applications were Reserved for Orders.

4) The Hon’ble Appellate Tribunal has observed in its Order that “The Judicial Member while writing his judgment has not said that he is concurring with the judgment rendered by the Technical Member and recording his separate reasons. It is also not in dispute that the Technical Member has not made the order dated 08.11.2023 absolute whereas the said order has been made absolute by the Judicial Member. The Technical Member has clearly recorded in para 28 of the impugned order that JVA dated 20.09.2015 and subsequent assignment deed vests right and interest in the CD and the Bank, whereas the Judicial member has recorded in para 43 and 45 that the said two documents create a right, title and interest. It is also clear from the record that the Technical Member has observed that the further investigation about the JVA and subsequent assignment deed cannot be made in the summary procedure conducted under the Code but same requires a detail adjudication by the appropriate and competent court. However, this view has not been expressed by the Judicial Member in para 45 in which he has observed that right, title and interest of the CD arising out of JVA 20.09.2015 and the subsequent assignment deed continued to subsist to the CD”.

5) The reliefs sought for by the Resolution Professional and Unity Small Finance Bank Limited in their respective Applications are required to be reproduced to understand the point of difference

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2026 Supreme(Online)(NCLT) 623

The NCLT lacks jurisdiction to adjudicate contractual disputes such as rights under Joint Venture Agreements when they do not arise from the insolvency proceedings of the corporate debtor.

Cases Referred (3)