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NATIONAL COMPANY LAW APPELLATE TRIBUNAL

PRINCIPAL BENCH, NEW DELHI

I.A. No. OF 2024

IN
Company Appeal (AT) (Insolvency) No. 406 of 2022

IN THE MATTER OF;

Ram Kishor Arora

Suspended Director of Supertech Ltd. ...Appellant
Versus
Union Bank of India & Anr. ...Respondents

INDEX

S. No Particulars Page Nos.

1. Application on behalf of NBCC (I) Ltd.
1-6
seeking necessary directions.
2. Annexure- I
7-45
The Copy of the Terms of Reference

3. Proof of Service 46
NBCC (I) Ltd.

Through /

Gudipati G. Kasnyap
Advocate
B6 Extn. / 24, Basement,
Safdarjung Enclave, New Delhi-29
Mob: 9958832068
Email: advocate.kashyap.gudipati@gmail.com
Place: New Delhi
Date: 04 .09.2024
*
1
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH, NEW DELHI

I.A. No. OF 2024

IN
Company Appeal (AT) (Insolvency) No. 406 of 2022

IN THE MATTER OF:

Ram Kishor Arora

Suspended Director of Supertech Ltd. ...Appellant

Versus

Union Bank of India & Anr. ...Respondents

APPLICATION ON BEHALF OF NBCC (I) LTD.

SEEKING NECESSARY DIRECTIONS

MOST RESPECTFULLY SHOWETH:-

1. That vide the hearing conducted before this Hon’ble Tribunal on

08.07.2024, it was submitted before this Hon’ble Tribunal that NBCC

(India) Limited (hereinafter referred to as ‘NBCC’) is interested in

undertaking the pending projects of M/s Supertech Ltd. (hereinafter referred

to as ‘Supertech’), subject to due diligence.

 2-
2. That vide order dated 09.08.2024, this Hon’ble Tribunal was pleased

to observe that “We thus are of the view that NBCC has to complete its due

diligence with the data which has been shared by the IRP and has to submit

its detailed project report and projects it proposes to construct and other

terms and conditions which reports should be filed on or before

06.09.2024”.

3. That pursuant to the aforementioned orders, NBCC carried out a study

of the projects related to Supertech, based on the data provided by the IRP.

4. In line with the aforementioned facts and circumstances, NBCC has

prepared a broad Terms of Reference (“TOR”) for the perusal & approval of

this Hon’ble Tribunal. The Copy of the TOR is annexed hereto and marked

as Annexure- I.

In view of the facts and circumstances stated above, it is most

respectfully prayed that this Hon'ble Tribunal may be pleased to:

PRAYER

i. Allow the Applicant to undertake the projects in terms of TOR.

ii. Issue necessary directions/orders as deemed fit and proper in the facts
.i

and circumstances by this Hon’ble Tribunal.

3»

iii. Pass such other and further orders that this Hon’ble Tribunal may deem

fit and proper in the facts and circumstances of the present case.

AND FOR THIS ACT OF KINDNESS THE APPLICANT AS IN DUTY

BOUND SHALL EVER PRAY.

NBCC (I) Ltd.

Through

Gudlppti G. Kashyap
{Advocate}
B6 Extn. / 24, Basement,
Safdarjung Enclave, New Delhi-29
Mob: 9958832068
Email: advocate.kashyap.gudipati@gmail.com
Place: New Delhi
Date: oG .09.2024
i : 7A 1

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL
PRINCIPAL BENCH, NEW DELHI

I.A. No. OF 2024

IN
Company Appeal (AT) (Insolvency) No. 406 of 2022

IN THE MATTER OF:

Ram Kishor Arora

Suspended Director of Supertech Ltd. ...Appellant
Versus
Union Bank of India & Anr. ...Respondents

AFFIDAVIT

I, Dr Vijay Kumar Choudhary, son of Sh Mukti Lai Choudhary, aged

about 50 years, presently working as Executive Director (Finance) at NBCC

(India) Limited, NBCC Bhawan, Lodhi Road, New Delhi- 1 10003, do

hereby solemnly affirm and state as under:

1. I say that I am the Authorised Signatory for NBCC (India) Limited.

OT say that the accompanying application has been drafted under my

AN
A'.l-.e
Reg. K->. :
tjp\i- I have perused the same and state that the factual contents
Area : C -
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Period 2ÿ
to 22 -mere FSjfe true and correct to my knowledge as derived from the records. I

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 G
say that the annexures along with the application are the true copies of their

respective originals.

DEPONENT

2QM
VERIFICATION:
0 6 SEP
Verified at New Delhi on this 04 Sep, 2024, that the

factual contents of this affidavit are true and correct to my knowledge as

derived from the records and nothing stated herein is false and nothing

material has been concealed therefrom.

DEPONENT

OT A
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Advocate
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 7

ANNEXURE I

TERMS OF REFERENCE (TOR) FOR UNDERTAKING COMPLETION

OF STALLED/INCOMPLETE PROJECTS OF SUPERTECH GROUP

1. Term of Reference (TOR)

Genesis of the Case:

The Hon'ble NCLAT, New Delhi (“NCLAT”) has, in the matter Ram Kishor

Arora Suspended Director of Supertech Ltd vs Union Bank of India & anr

(COMP.APP.(AT) (INS) No 406 of 2022) and by its order dated August 9, 2024

(“NCLAT Order”), directed NBCC (India) Limited (“NBCC”) to complete its

due diligence with the data which has been shared by the Interim Resolution

Professional of Supertech Ltd (“IRP”) and to submit its detailed project report

and projects it proposes to construct and other terms and conditions on or before

September 6, 2024 for completion of the Projects of the Supertech Group

(“Supertech")

Pursuant to the above NBCC hereby submits its proposal for completion of the

unfinished/incomplete construction works of Supertech on the terms set forth in

these Terms of Reference (“TOR”).The following may please be noted in respect

of the Proposal:
 8

(a) Supertech has 17 (Seventeen) ongoing projects in various parts of the country

(collectively referred to as “Projects”, as more particularly described in

Annexure A to this Proposal). Unless the context otherwise requires, the

reference of Supertech in this Proposal will include all the promoters and

directors of each of Supertech group of companies in relation to the Projects.

(b) This Proposal has been prepared by NBCC, primarily for “Project Monitoring

Consultancy’ (“PMC”) work for completion of projects as found feasible.

1.1 STATUS OF THE ONGOING PROJECTS

Basis the information provided by IRP, NBCC had constituted various

internal teams to examine the projects and submit its reports basis which the

status of construction of the 17 (Seventeen) Projects along with tentative cost

of construction have been categorised in different Phases as provided below

and enclosed as ANNEXURE-B (Colly.):

(a) Phase I: NBCC proposes to construct and deliver Projects

identified in Phase I upon acceptance of TOR and upon

directions of the Court Committee and infusion of funds.

(b) Phase II: Construction works of the Projects identified in

Phase II, may be taken up by NBCC in future subject to

review of progress of work and realization of funds in

 9

Phase I/ infusion of funds and subject to directions of the

Court Committee.

(c) Phase III: Construction works of the Projects identified in

Phase III, may be taken up by NBCC in future subject to

review of progress of work and realization of funds in

Phase I & II/ infusion of funds and subject to directions of

the Court Committee.

1.2 NCLAT Appointed Court Committee

(a) Objective: With the objective of bringing accountability and

transparency in relation to completion of the Projects and

utilization of funds by NBCC in relation thereto, and to protect &

safeguard the interests of the stake holders of the Projects,

Hon’ble NCLAT may consider appointment of a Committee

constituting of representatives from NBCC, Financial Institutions,

an expert from the construction industry and IRP, etc to take all

the decisions for smooth operation of the projects, collection of

receivables from allottees, sale of unsold inventories, payment of

lenders and statutory authorities and all actions to complete the

projects.
 10

(b) The Hon’ble NCLAT may pass an order to approve the instant

TOR and appoint aforementioned Court Committee. Court

Committee will take all decisions related with the project

including but not limited to approval of proposals and reports

submitted by NBCC at various stages of the work, identify

project(s) that can be taken-up in association with NBCC, approve

Estimated Cost, Projects costs, Actual Costs as applicable and

make available required funds to NBCC for completion of the

balance work(s) and any other decisions necessary for

comprehensive completion of the project.

1.3. Role of NBCC

NBCC will, either by itself or through its wholly owned subsidiary

(all references to ‘NBCC’ shall include reference to such

subsidiary), act as a ‘Project Management Consultant (PMC)’ for

completion of balance works. NBCC will not undertake any

construction work(s) by itself and will appoint separate

agencies/contractors as per the requirements for the completion of

the balance work(s). Role of NBCC in its capacity as PMC shall

be limited only to following:

(a) Retain (or terminate) or hire the services of the existing/ new

architect(s), including civil engineering consultant(s),

 11

mechanical, electrical and plumbing consultant(s), public health

engineering consultant(s) to confirm, amend, supplement the

design of each Project; or any other professional service provider

(s) deemed necessary for completion of balance work(s).

(b) NBCC will not involve itself in payment (or qualitative/

quantitative analysis) of the work(s) carried out by any

consultant(s) or the contractor(s) prior to its appointment as PMC.

(c) Upon appointment as PMC, NBCC may conduct structural

stability/quality audit of the existing structures by suitable third

party consultants as maybe decided by the Committee1.

(d) Invite tenders in relation to balance work(s) to be undertaken for

the completion of the Project(s);

(e) Execute work on ground as may be necessary through existing or

new agencies as the case may be;

(f) Appoint suitable third party consultants including but not limited

to structural consultants etc, if required to carry-out any function

related to and necessary for completion of the work;

1
Due to lack of timely permissions from Supertech/IRP, these tests could not be conducted by NBCC on the
projects prior to submission of instant TOR
 12

(g) Appoint contractors to undertake all balance works and

replacement of unsuitable/ unfit works and retrofitting works as

suggested by structure consultant and upon approval of the Court

Committee.

(h) Enter into contracts with vendors, suppliers and service providers

on need basis, and depending upon its requirements,

(i) Follow the specifications and finishing schedule as per approved

building plans and as per Project Brochure. NBCC shall not be

responsible for any non-conformity to the offered scope or

amenities in the Builder Buyer Agreement (BBA)

(j) Monitor the progress of completion of the Projects (including, co-

ordinating with the contractors, architects, consultants and service

providers in such regard) and reporting such progress to the Court

Committee in the desired formats.

(k) NBCC shall not be liable for any non-conformities with regards

to Development Control Rules or other statutory violations works.

NBCC will also not be liable for any statutory violations

necessitated as a result of completing balance works.

(l) Such other actions as NBCC may deem necessary to ensure timely

completion of the Projects;

 13

(m) Upon completion of the relevant phase of each Project, NBCC

shall handover completed flats/units along with the common

services to the IRP. In the event that the handing over is not taken

by the IRP within a period of 3 (Three) months from such

communication by NBCC, then such flats/units shall be deemed

to have been handed over to the IRP from such date of

communication by NBCC (“deemed handover”). The

IRP/RWA/AoA shall be responsible to engage suitable

professional and experienced maintenance agency to maintain the

projects and shall be responsible to ensure that all the equipments,

machines, lifts, etc. continue to have Annual Maintenance

Contract with Original Equipment Manufacturers.

Notwithstanding the same, in the interest of the projects, NBCC

may offer O&M on chargeable basis for a period of 2 years from

the date of issue of such work order/LOI by the IRP/RWA/AoA.

The cost for the same along with detailed terms & conditions shall

be intimated and finalized separately with the IRP/RWA/AoA.

(n) NBCC shall not be responsible for any delay in handing over of

flats/units to the allottees. The Defect Liability Period shall start

from the date of offering of handover of flats/units along with

Common Services to the IRP for a period of 2 years.

 14

(o) NBCC shall not be responsible for the justification of saleable area

of the units/flats.

(p) NBCC shall not be responsible for any shortfall in concept

planning, layout deficiencies, sufficiency of car parking in the

project.

(q) NBCC shall not contribute funds, sponsor or otherwise make any

investment for the completion of the Project(s);

1.4. Conditions

This Proposal is premised on the following conditions:

(a) Information and Documents provided: The information is

based on the data provided by the IRP with project status at

different locations.

(b) Survey and Due Diligence: NBCC shall be required to, by itself

or through external consultants, carry out a preliminary and

detailed audit and due diligence to ascertain the precise scope of

work in each project. These include:

(i) Undertaking qualitative and quantitative assessment of the

balance works
 15

(ii) Verifying the stage and status of each Project and the

pending work (including construction related activities)

works required to be undertaken by NBCC to complete such

construction; and

(iii) The costs relating to such due diligence shall form part of

Actual Cost of the Work and shall be payable to NBCC

separately.

(c) Cost and Time Estimation:

Upon completion of the survey and due diligence exercise

mentioned here-in-above estimated costs and time for completion

of the Projects shall be ascertained.

(i) Estimated Project Cost: The projection of the cost

(“Estimated Project Cost”) for the completion of the

Project(s) will be made by NBCC upon completion of Survey

and Due Diligence. NBCC will, immediately upon

completion of this process, submit its report to the Court

Committee.

(ii) Time period for completion: Tentative time period for

completion of various projects shall vary from 12 to 36

months from “Day Zero”.

 16

Note:

“"Day Zero” in relation to each project means the date on which

all the following conditions are fulfilled/completed:

I. Hon’ble NCLAT accepts the instant TOR submitted by

NBCC and issues appropriate directions for

implementation;

II. Completion of due-diligence or audit of such project, to the

satisfaction of NBCC;

III. Obtaining requisite permits/approvals from statutory

bodies in the name of Supertech, if any which are key for

commencement of works as mentioned above;

IV. Award of work(s) by NBCC to contractors for projects;

V. Handover of peaceful and vacant possession of the project

sites to NBCC, capable of commencement of work; and

VI. Making available the requisite funds for commencing the

work in relation to each phase of each project in the

designated account in accordance with reports submitted by

NBCC.

(d) Designated Accounts: The availability of adequate funds is

imperative for the timely completion of the Projects by NBCC. In

order to ensure that the completion of the Projects is not adversely

 17

impacted by lack of funds, Hon’ble NCLAT may consider passing

appropriate orders directing the following:

(i) Creation of Unencumbered Designated Project Account:

Opening of a designated account in the name of NBCC (I)

Limited- Supertech unfinished projects (“Designated

Account”), to be owned, operated and managed by NBCC

through its authorised signatories. Any amount lying to the

credit of such designated account shall be free of any

encumbrance, lien, charge of whatsoever nature, including

any claim of secured creditors, unsecured creditors, financial

creditors, operational creditors of whatsoever nature under

the Insolvency and Bankruptcy Code, 2016, and all

governmental claims of whatsoever nature, or any other

claims not covered here-in-above.

(ii) Deposit of Funds: The deposit of funds shall be done at the

following stages:

(a) Feasibility Stage: Basis the preliminary study, NBCC

shall carryout a detailed due diligence. An advance of Rs.

100.00 crore will be deposited into the designated account

for this purpose by the Court Committee/IRP. This amount

shall be kept as a deposit by NBCC and shall be adjusted

 18

in final expenditure/Utilization certificate after completion

of projects.

(b) After due diligence, NBCC will submit its (project-wise)

report and on the basis of due diligence report, the Court

Committee will accord its approval on case to case basis.

This shall be called as the stage I approval. The Court

Committee will deposit the estimated cost of the project

or such amounts as maybe approved by the Court

Committee within one month of the stage I approval. In the

event such funds are not arranged within 1 (one) month

from the date of Stage I approval, NBCC’s obligations will

stand suspended until the funds are made available and

NBCC shall retain the right to stop any/all work forthwith

and shall have the right to recover any/all expenses

incurred by NBCC.

(c) NBCC shall initiate and complete the tendering process

within 90 days of stage I approval by the Court Committee.

After completion of the tendering process, NBCC will

intimate the Project Cost to the Court Committee and

Court Committee will accord Stage II approval for the

same. At this stage Court Committee will evaluate the

Fund Position and ensure that the Amounts as per Project

 19

Cost are available in the Designated Account and if

required shall replenish the shortfall (if any) to the extent

of the project cost intimated by NBCC to ensure that the

progress of work is not hampered due to non-availability

of funds.

(d) Notwithstanding anything contained in this TOR, the

Court Committee understands that the uninterrupted fund

flow in accordance with these Terms of reference is the

key essence for execution of the project. The Court

Committee shall release 75% ad-hoc payment within

Three (3) days of submission of expenditure

statement/utilization certificate/Running Bill by NBCC

and the balance 25% payment shall be released within Ten

(10) days. The Court Committee understands that any

delay in release of payments to NBCC by the Court

Committee shall result in corresponding delay in release of

payment to agencies/ contractors by NBCC for execution

of the work and that in the event that payment is delayed

for a period of Forty Five (45) days from submission of

expenditure statement/utilization certificate/Running Bill,

it may create hurdles in timely delivery of projects

 20

including but not limited to claims on account of interest

etc.

(iii) Hon’ble NCLAT may consider issuing appropriate orders to

exempt NBCC as well as projects from the application of

various provisions of RERA, including Section 4 (2) (l) (D) of

RERA in relation to maintenance of a separate account in a

Scheduled Bank and deposit of 70% (Seventy percent) of the

amounts realised from the allottees with respect to the relevant

Project into the separate account, Section 14 (2) relating to the

approvals required from the allottee/ allottees, etc, and Section

15 relating to the requirement of prior consent of allottees for

transfer or assignment of majority rights and liabilities of a

promoter.

(iv) Hon’ble NCLAT may consider issuing appropriate orders to

allottees to upload details of allotment and payments along

with other necessary supporting documents as may be required

by the Court Committee in a web portal specifically made for

this purpose in order to validate genuine allottees.

 21

(v) Transparency in operation of the Designated Account: In

order to ensure transparency in relation to the management

and operation of the Designated Account the Hon’ble

NCLAT may consider passing appropriate orders requiring

the following actions to be undertaken:

a) Quarterly Audit of Accounts: A quarterly audit of the

Designated Account may be conducted by an external

auditor appointed by NBCC, to verify the details and

utilisation of funds in such accounts.

b) Annual Audit by the CAG: An annual audit of the

Designated Account may be conducted by the

Comptroller and Auditor General of India at their

discretion.

c) Quarterly Expenditure Report: NBCC may be

directed to submit to the Court Committee, an

expenditure statement, together with documentary

evidence with respect to the Actual Cost of Work, duly

certified by an authorised representative of NBCC for

the respective Projects, on quarterly basis.

 22

d) Variation in costs: NBCC will promptly inform the

Court Committee in writing, together with the relevant

reasons, of any circumstances which may be likely to

(I) to increase the cost of the Project beyond 10% (Ten

percent) of the Project Cost; or (II) increasein the time

taken to complete the Project. NBCC may advise the

Court Committee and provide its recommendations in

response to the same.

(vi) Settlement upon completion of Projects: Upon the

completion of each Project, NBCC may submit a final

statement in relation to the relevant completed Project, to the

Court Committee for settlement of accounts in relation to

such Project.

(e) Statutory Approvals: Obtaining requisite statutory approvals is

imperative for the timely completion of the Projects. In order to

ensure the same, the Hon’ble NCLAT may consider passing

appropriate orders directing:

(i) NBCC through the Court Committee to obtain all requisite

statutory approvals including building plans, permits,

consents, registrations (“Applicable Permits”) as may be

 23

necessary for execution of work and completion of the

Projects.

(ii) Supertech/IRP shall provide all the pre-construction

NOC’s/Approvals/any other documents required for

completion and successful handing over of the project.

(iii) In case of expiry of any requisite NOC’s/Approval/any

other document, the same shall be deemed to be renewed

for the time taken to complete the projects by NBCC.

(iv) Concerned planning and approving government authorities

to render necessary assistance to Court Committee /NBCC/

the relevant contractors and consultants for obtaining the

Applicable Permits/NOCs/Approvals etc within 30 days of

any such application and or request, for the successful

completion of the Projects.

(f) Existing Supertech Contracts: For the purpose of completion of

the Projects, NBCC may (at its absolute discretion) continue to

engage the services of the existing architect(s) and consultant(s)

appointed by Supertech, and will adhere to the existing design of

the Project(s) for their completion, to the extent possible. Hon’ble

NCLAT may pass appropriate orders directing that other than

 24

such contracts as may be specifically identified by NBCC, other

contracts and arrangements entered into between Supertech and

any contractors, suppliers, vendors etc. shall not be binding on

NBCC, subject to however, such contractors and service providers

shall continue to be liable for their acts, deeds and past actions.The

Hon’ble NCLAT may also pass appropriate orders that all existing

machinery, equipment and necessary assets of Supertech is the

property of the Court Committee.

(g) Exclusion of Liability: In light of the fact that NBCC proposes

to complete the Projects that are incomplete and previously under

the control of Supertech, the Hon’ble NCLAT may pass

appropriate orders directing that:

(i) NBCC shall not undertake any liability in relation to the land

and/or the Project(s), including the payment of penalty, fees

or any dues, under any name and nature, to any person

including any authority or governmental department;

(ii) NBCC shall not be liable in relation to any claims in relation

to the structural design and structural stability of the

construction undertaken on the Project(s) by Supertech;

 25

(iii) NBCC shall not be liable in relation to any disputes,

including before any courts or arbitrators, existing or arising

at a later date, with the existing vendors, contractors, co-

developers, land owners, home buyers, banks, financial

institutions, other lenders and creditors and any

governmental authority;

(iv) NBCC shall not be liable to pay any property tax or other

taxes, rents, charges, claims (past or future) in respect of the

Projects or the land on which such Projects are situated;

(v) NBCC shall not be responsible for any past or present

liability in relation to the Projects, including in relation to

any dues of existing allottees, vendors, contractors, co-

developers, governmental authorities, judicial authorities,

insolvency resolution professionals, banks, financial

institutions, other lenders and creditors, land owners; and

(vi) NBCC shall not be liable to pay any dues in relation to the

Projects, including any direct or indirect taxes, dues or

payments to be made under applicable laws, against the

Projects or the land on which the Projects are situated, for

any reason.
 26

(vii) NBCC shall not be liable to pay any due to authorities /

government bodies for taking OC’s, NOC’s, Building plan

approval, etc. The authorities shall ensure to issue the

OC/NOC’s in a month time from the date of submission of

application and or request.

(viii)NBCC shall not be liable for the quality of any work that may

already have been completed and or handed over by

Supertech/IRP and further shall not be responsible to rectify

any discrepancies in the same, if any.

(h) Stakeholder Support: In order to ensure timely completion of

the Project(s), support of various stakeholders, including the

government/ statutory authorities, Supertech and allottees is

necessary. Accordingly, to guarantee such support from the

stakeholders, the Hon’ble NCLAT may consider the following:

(i) Support from concerned planning and approving

Government authorities : The Hon’ble NCLAT may pass

appropriate orders to ensure that:

(A) Concerned planning and approving Government

authorities shall provide NBCC all necessary

infrastructure facilities and utilities, including water,

 27

sewerage, electricity etc on priority and preferably

within 30 days of application.

(ii) Support from the respective State Governments: Hon’ble

NCLAT may pass appropriate orders to ensure that:

(A) The local administration and the governmental

machinery, including the local police authorities, in the

areas where the Project(s)is/ are located, provide full

protection to NBCC, its employees and persons

engaged by NBCC in relation to the Project(s) for

avoiding any untoward incidents which may impede the

completion of the Project(s). If deemed necessary in the

sole opinion of NBCC, it may engage the services of a

security agency. The costs relating to the engagement

of such security agency shall form part of the project

cost and will be borne from the Designated Account.

(iii) Support from Supertech: Hon’ble NCLAT may pass

appropriate orders to ensure that:

(A) Supertech provides the specifications and scope of work

as per the project brochure and all other necessary

documents and information requested by NBCC for

 28

efficient completion of the Project(s), as and when

required;

(B) Supertech ensures that the architect(s) and other

consultant(s) shall provide all such drawings and

information regarding the Project(s), including for the

purposes of the tendering process and the execution of

work, and obtain requisite approvals, permissions from

the respective authorities in the name of Supertech;

(C) Supertech ensures providing complete and unhindered

access of the Project sites to NBCC, its employees,

officers, contractors, consultants, architects and/ or any

other person authorised by NBCC to execute the works,

and also ensures that such sites are free from all

encroachments and restrictions;

(D) Supertech will associate itself with NBCC for a joint

inspection of Project sites, if so requested by NBCC,

and will be bound by the decisions of NBCC regarding

the balance scope of work to be executed including

redoing of works due to deterioration, defective work

etc.;
 29

(E) Supertech will not interfere with right, of NBCC, its

contractors, employees, agents, consultants, whether

appointed through a bidding process or otherwise, to

ingress and egress to and from the Project sites and in

relation to the completion of the Project(s);

(F) Supertech will continue to be responsible for any

existing liabilities, disputes, litigations, including those

before any courts or arbitrators in relation to contracts

and arrangements entered into by it with any vendors,

contractors, consultants, governmental authorities,

banks, financial institutions, allottees etc. and shall keep

NBCC indemnified from any liabilities that may arise

in relation to the same;

(G) Supertech will continue to be liable for any claims in

relation to the structural design and structural stability

of the construction undertaken on the Projects;

(iv) Support from home buyers/allottees: Hon’ble NCLAT

may pass appropriate orders to ensure that:

(A) The home buyers/allottees do not interfere in day to day

construction activities, allow NBCC to function in an

 30

independent and efficient manner and NBCC is not

required to interact with the home buyers/allottees

directly;

(B) The home buyers/allottees do not initiate any claims

against NBCC with respect to any delay in the

completion of the Projects, as such claims will

adversely affect the financial health of the Projects and

impact the timelines for the completion of the Projects.

1.5. NBCC Fee

(a) PMC Fee: For completion of the projects, NBCC shall be paid a

fee calculated at the rate of 8% (Eight percent) on the “Actual Cost of

Work” (“PMC Fee”) for rendering the project management

consultancy services. The PMC Fee shall form part of the Project cost

and shall be exclusive of any goods and service tax, surcharges, cess,

levy, duty or any other taxes.

(b) Marketing Fee: NBCC shall be paid a fee at the rate of 1% on the

sale value of the project. The Marketing Fee shall form part of the

Project cost and shall be exclusive of any goods and service tax,

surcharges, cess, levy, duty or any other taxes. However, the fee of

channel partner engaged by the NBCC, if required, shall be paid

 31

separately which will be in addition to 1% of the Marketing fee of

NBCC. Notwithstanding anything to the contrary stated anywhere else

in this TOR, the Marketing Fee and or realization of dues from present

and or prospective allottees shall not in any way be considered to be

linked to funds available for construction of the project(s).

The expression “Actual cost of works” shall include the following:

(i) All the costs against work executed by the contractor(s), supplier(s),

agencies, including GST as agreed upon in the tender for the

construction of all the buildings, services, related facilities etc.;

(ii) The price escalation due to price hike of materials and taxes will be

applicable on the projects as per CPWD norms which shall form part

of the project cost.

(iii) All costs of materials acquired for the project and used on the work,

either directly or through the contractor(s) including storage charges,

carriage and any other incidental charges connected with such materials

but excluding the material not incorporated or not handed over to the

buyers;

(iv) All cost of labour and Manpower deployed on the project works by the

NBCC on its own or through labour contractors or even NBCC own

 32

supervisory manpower provided to contractors or at project sites for

execution of the works.

(v) Actual cost of site survey, soil testing charges, laboratory charges for

testing of any material, manufactured or built items including the cost

of cartage of samples to and from the laboratory.

(vi) The cost towards fees of third party for checking of structural

safety/stability, proof checking of design/drawings from any reputed

consultant, including any IIT and/or their services for consulting any

matter concerning the Project.

(vii) The cost towards fees of third party appointed for the quality assurance

from any reputed consultant, including any IIT.

(viii)All liabilities of the contractors/ sub-contractor, suppliers, consultant,

agencies to the extent these falls within the definition of actual cost as

may be left outstanding at the time of payment of final bill provided

they have been accepted as balance payment against final bill of these

agencies.

(ix) All future liabilities of existing architects/consultants of Supertech

whose services are engaged by NBCC in the projects.

 33

(x) Any amounts payable in relation to obtaining and maintaining the

Applicable Permits and necessary infrastructure facilities and utilities,

including water, sewerage and electricity.

(xi) Any amounts payable to authorities/local administrations for obtaining

statutory approvals/NOCs/any requisite approval required for

completion of projects will be paid directly by the Court Committee to

the concerned department.

(xii) Any tax, duty, cess, levy or surcharge, if paid by NBCC, shall be

reimbursed to NBCC.

(xiii)All liabilities arising out of any court decree or arbitration award and

/or any costs pursuant to the direction of any court/tribunal /statutory

body and/or any other legal costs including but not limited to the

attorneys’ fees including for obtaining any legal opinion, filing of

pleadings etc. for the purpose of initiating on behalf of, or defending,

itself in any suit or arbitration, in respect of any dispute arising in

relation to any Project including any works done or to be done and/or

freeing the site of all encumbrances and/or charges (only for works

entrusted to and done by NBCC)

(xiv) All legal cost, overheads, travel cost, cost incurred towards study &

investigation of project etc prior to allotment of work to NBCC.

 34

(xv) Any other cost mentioned elsewhere in the TOR or any other

expenditure not covered here-in-above but necessary for completion of

the balance works.

1.6. Force Majeure or Obstructive Conditions

In the event that NBCC is prevented from the performance of any of its

obligation in relation to completion of the Projects, in whole or in part, by

any force majeure events such as fire, floods, cyclone, earthquake or any

other natural calamity ("Force Majeure") or any obstructive conditions

such as shortage of supplies, rioting, terrorism, strikes, lockout, war, civil

unrest, labour problems, Government orders and notifications, court orders

and stays ("Obstructive Conditions"), then in such event, NBCC shall not

be liable to perform its obligation during the subsistence of such Force

Majeure event or Obstructive Condition, as the case may be. The period of

the Force Majeure event or Obstructive Condition, as the case may be, shall

be counted as zero periods and such period shall be adjusted in the definite

time schedule identified by NBCC.

1.7. Indemnification: The Hon’ble NCLAT may pass appropriate orders that:

(a) Supertech indemnifies, defends and holds harmless, NBCC, and

its respective directors, officers, employees, representatives,

contractors from and against any and all suits, sanctions, legal
 35

proceedings, claims, assessments, judgments, damages, penalties,

fines, liabilities, demands, reasonable out-of-pocket expenses of

whatever kind and losses incurred or sustained by or against

NBCC, as a result of, arising from, or in connection with, or

relating to, directly or indirectly on account of any unfulfilled

obligations or failures or negligence of Supertech in relation to the

Projects.

(b) NBCC shall not be liable for any error of judgment or for any

mistake of fact or law, or for anything which NBCC may do or

refrain from doing hereunder, except in cases of wilful misconduct

or gross negligence.

(c) NBCC shall also not be liable for any claims / dues, including

those of existing allottees, land owners, co-developers, vendors,

suppliers, Governmental authorities etc. and in the event any such

liability arises, the same shall be strictly borne by Supertech.

(d) NBCC is submitting this TOR to the NCLAT to complete the

incomplete projects. It is not liable for any legal action. The

NBCC is immune from any such actions, and we request the

Courts/ Consumer Redressal Commission and other authorities

not to permit impleadment of NBCC as respondent and not to

issue summons to NBCC as they are doing the work under the
 36

supervision of the NCLAT and are not answerable to any RTI,

other court, tribunal, authorities. They are granted immunity to be

sued in any other court or commission, and they are answerable to

the NCLAT only in the pending proceedings. Thus, they cannot

be dragged in the litigation filed by existing allottees, previous

contractors, co-developers, landowners, banks, financial

institutions, other lenders and creditors, and any Government

authorities before any other Court/ Commission or Authority. It

may also be made clear that NBCC shall not be responsible for

attending to queries made by the allottees. NBCC shall report the

progress of works to the Court Committee.

1.8. Disclaimer:

The submissions of NBCC in this TOR are based on certain premises

based upon information received from the IRP, and the aforementioned
terms of reference are subject to suitable amendments based on any
corresponding changes in the existing conditions or variations in the
premise so assumed by NBCC as on date and any other force majeure
events/ unforeseen events and or events beyond the control of NBCC
that may arise in future.

Enclosures:
1. ANNEXURE- A
2. ANNEXURE- B (Colly.)
 37

Annexure- A

Sl No. Phase Project Location

1 Eco-village -2 Sec-16B, Greater Noida
2 Romano Sec-118, Noida
3 Capetown Sec-74, Noida
4 Phase-1 Czar Suites Greater Noida
5 Eco- Village 3 Sec-16B, Greater Noida
6 Sports village Sec-10, Greater Noida
7 Eco-citi Sec-137, Noida
8 Northeye Sec-74, Noida
9 Upcountry Sec-17A, Yamuna Expressway
10 Phase-2 Eco- Village 1 Sec-1, Greater Noida
11 Meerut sports city Meerut
12 Green village Meerut Meerut
13 Hilltown Gurugram
14 Araville Gurugram
15 Phase-3 Rivercrest Rudrapur
16 Doon square Dehradun
17 Micasa Bangalore
 38

Annexure - B (Colly.)

Receivable as per IRP Tentative Bal. Const. Cost as

Surplus/ UNITS as per IRP report (modified with *)
Report (Rs in Cr) assessed by NBCC (Rs in Cr)
Phase Project Location
Statutory fees,
Deficit
Sold Unsold Total Receivable Const. Cost Charges or any other TOTAL (Rs in Cr) % of Units Total
Nos.)
(in Sold (in Unsold (in
Nos.) Nos.)
Contingencies @3% Delivery
Eco-village -2 Sec-168, Greater Noida 184.32 1,077.40 1,261.72 1,114.43 33.43 1,147.86 113.86 7135 6050 1085
Romano Sec-118, Noida 116.00 1,402.41 1,518.41 806.53 24.20 830.73 687.68 2130 1464 666
Capetown Sec-74, Noida 106.92 317.54 424.46 293.02 8.79 301.81 122.65 4932 4850 82
Czar Suites Greater Noida 38.44 81.90 120.34 60.56 1.82 62.38 57.96 2102 1948 154
Phase-1
Eco- Village 3 Sec-16B, Greater Noida 150.44 843.92 994.36 594.04 17.82 611.86 382.50 3917 2866 1051
Sports village* Sec-10, Greater Noida 113.21 5,842.15 5,955.36 1,915.58 57.47 1,973.05 3,982.31 3657 335 3322
Eco-citi Sec-137, Noida 0.26 54.94 55.20 13.72 0.41 14.13 41.07 2151 2142 9
Total A 709.59 9,620.26 10,329.85 4,797.88 143.94 4,941.82 5,388.03 52% 26024 19655 6369

Northeye Sec-74, Noida 317.68 89.27 406.95 435.02 13.05 448.07 -41.12 2815 2428 387
Upcountry Sec-17A, Yamuna Expressway 125.35 955.37 1,080.72 1,048.41 31.45 1,079.86 0.86 4661 4628 33
Eco- Village 1 Sec-1, Greater Noida 200.59 90.45 291.04 385.63 11.57 397.20 -106.16 8173 8052 121
Phase-2
Meerut sports city Meerut 56.81 343.28 400.09 215.53 6.47 222.00 178.09 1795 1137 658
Green village Meerut Meerut 33.59 339.10 372.69 199.67 5.99 205.66 167.03 2115 1440 675
Total B 734.02 1,817.47 2,551.49 2,284.26 68.53 2,352.79 198.70 39% 19559 17685 1874

Hilltown** Gurugram 295.04 2,235.82 2,530.86 1,981.45 59.44 2,040.89 489.97 1950 1484 466
Araveille** Gurugram 73.38 7.29 80.67 70.84 2.13 72.97 7.70 618 525 93
Phase-3 Rivercrest Rudrapur 44.53 416.39 460.92 25.52 0.77 26.29 434.63 1397 340 1057
Doon square Dehradun 25.88 99.29 125.17 32.44 0.97 33.41 91.76 608 428 180
Micasa Bangalore 7.89 0.70 8.59 9.58 0.29 9.87 -1.28 200 199 1
Total C 446.72 2,759.49 3,206.21 2,119.83 63.59 2,183.42 1,022.79 9% 4773 2976 1797

GRAND TOTAL (A + B + C) 1,890.33 14,197.22 16,087.55 9,201.97 276.06 9,478.03 6,609.52 100% 50356 40316 10040
NOTE : The projects indicated above in different phases may be considered for taking up earliest simultaneously with phase-1 based upon the response of phase-1 execution.

* As per the previous sanction drawing the FAR is 2.0 . However as per the information collected , the concerned statutary Authority may not sanction the FAR more than 1.5. Accordingly, the calculation is made considering
FAR of 1.5. If FAR is Considered at 2, then the above cost of Rs 1973.05 cr will be revised to Rs 2632.04 cr. Accordingly, receivables will also get revised on actual basis.

** As per information obtained, there is some ownership dispute between land owner & Supertech in gurugram projects which is under review. Project will be considered for taking up accordingly after such clarity.
 39

Justification of Cost Variation with IRP & AECOM Estimates

As per details shared by IRP the cost of construction of balance work of all the
stalled projects of Supertech Limited (Eco- village II and 16 non Eco- village II
projects) is approx. Rs. 6406 Cr.

Upon detailed study of data provided by IRP and site visits, NBCC estimated the
cost of construction of balance work of all the stalled projects (Eco- village II and
16 non Eco- village II projects) roughly around Rs 9478 Cr.

The variation in the estimation of cost of construction of balance work by NBCC

of stalled projects of Supertech Limited vis-à-vis Estimate of IRP is due to
consideration of below aspects, which have not been considered.

Tentative cost of construction as per NBCC includes the following:

 Statutory Fees & Charges including other contingency: 3%.

 Good and service tax as applicable.
 Considered Standard/ Renowned brands of construction materials (like –
ACC Cement, Ultra tech Cement, Ambuja Cement, TATA steel, SAIL
steel, Ready Mixed Concrete of ACC and L&T, Kajaria tiles, etc)
 Construction Rates according to PAR (Plinth Area Rate) and DSR (Delhi
Schedules of Rates) by CPWD.
 Retrofitting cost of existing constructed structures.
 Structural quality/stability assessment test (like Rebound Hammer test,
Ultrasonic Pulse Velocity (UPV) test by any third party consultant.
 Structural Construction Testing as per IS codes and in accordance to NBC
(National Building Code).
 Conversion of DG Sets as per latest norms.
 40

 Considered MIVAN shuttering technology in construction.

In addition to the above, charges listed below to be considered separately by

NBCC:

 8% PMC Fee plus GST as applicable

 1% Marketing and Branding Cost to NBCC Plus GST as applicable
 Actual expenses (approx. 2.75%) for appointment of Channel partner.
 Escalations wherever applicable.
 Defect Liability Period of 2 years from the date of Handing over to the
court committee.

It has been learned from the details provided by IRP that Work has been allotted
to various different vendors and consequently different rates were considered. For
E.g. IRP has considered construction cost at the rate of Rs 1566 per sq. ft.
(approx.) in case of Upcountry (page no 30 of AECOM report), rate of Rs 1492
per sq. ft. (approx.) in case of Sports Village, Noida (TBL) Project (Page no -25
AECOM Report), Rs 1492 per sq. ft. (approx.) in case of Green Village Meerut
(TBL) Project (Page no -26 AECOM Report), where in our case as NBCC
officials have considered the standard material and rates as per Norms of Govt.
(CPWD) for estimation of cost of construction of balance work (Copy enclosed).

Further there is significant difference in costing structure provided by AECOM

due to exclusions of below particulars : 1

1. Staff Salaries/Administrative charges

2. CAR policy premium charges

1
Source: AECOM Capetown Report page no-31
 41

3. Furniture works
4. Legal / Statutory Fees & Charges
5. Project Land Cost
6. Client Finance Cost
7. Marketing and Branding Cost
8. Currency Exchange rate fluctuations
9. Shifting of any Existing utility running through site.
10. Maintenance charges and Cost
11. Client’s Site office Running expenses
12. Pre-opening and Operational Expenses.
13. Additional / Temporary Works for Occupancy Certificate
14. Fuel Distribution system before HSD Tank.
15. Interactive displays and interfaces.
16. Paint Marking Works for MEP Services and Equipment
17. EV Car charging stations – Equipment and running cost
18. Fire Retardant / Intumescent paints.
19. Any other Cost to be incurred on Inspection, Authority Visits.
20. Additional Signages for branding of tenant in Commercial zone
21. Provision for Anti-Smog Guns (Requirement to be checked by Developer
as per prevailing NGT norms, applicable to respective site).
22. Provision for Retrofitting cost as per structure stability report to be
generated by the consultant appointed by the Developer

Similarly, same exclusions are there in all the reports of AECOM.

 42

TECHNICAL DUE DILIGENCE REPORT FOR

SUPERTECH UP COUNTRY. NOIDA AECOM

Table 9. Detailed Summary (for To Be Launched Tower)

Total BUA Area (Tower & Villas) =
24,66,636 Sqft (As per Area Statement provided by Developer).

Developer - Supertech Green Village AECOM Assessment

S. Budget Head Total Cost in INR Rate per Sqft on Total Cost in INR Rate per Sqft on
No Crores BUA Crores BUA

A Direct Cost

A1 Cost considered on 360.13 1460.00 386.42 1,566.60

per sqft Basis (on
Total Saleable Area)
Total Direct Cost (A) 360.13 1460.00 386.42 1,566.60
B Indirect Cost

B1 Escalation 13.91 56.40

(Considering 2
years of completion
on A Provision
*

(a+b)

a 1st year- Zero

escalation on 20%
Work Done (A)
b 2nd Year - 3 % 4.64 18.80
Escalation on 40%
Work Done (A)
c 3rd Year - 6 % 9.27 37.60
Escalation on 40%
Work Done (A)
B2 Contingencies @ 38.64 156.66
10% on A
B3 CAR Policies @ 0.3% 1.16 4.70
on A (Provision)
B4 Enabling Works @ 19.32 78.33
5% on A (Provision)

Total Indirect Cost (B) 73.03 296.09

Total Cost (A+B) 360.13 1460.00 459.46 1862.69
Add GST @ 18% 82.70 335.28

Grand Total with GST 360.13 1460.00 542.16 2197.97

Source: Budget Sheet

AECOM Remarks:

* Above estimate is based on the area statement provided by developer and considered rate is on per square
feet basis, on the coefficient derived from EV-3 project. 5% inflation added in per Sq. ft rate as specification for
the UP Country is slightly higher than the EV-3 project.

Recoverable from the Customers as per Developer :

‘GST.

CONFIDENTIAL Page 30
 43

TECHNICAL DUE DILIGENCE REPORT AECOM

FOR SPORTS VILLAGE NOIDA

5. EXECUTIVE SUMMARY
Table 12. SUMMARY OF WORKS
SUPERTECH AECOM
Particulars Built-up Areas Total Cost Cost per Sqft Total cost Cost per Sqft
TOTAL COST TO COMPLETE 82.89.085 961.19 1160 1236.73 1492
TOTAL DIRECT COST 961.19 1160 1236.73 1492

INCURRED COST 21.30 21.30

(A) TOTAL AFTER DEDUCTING 939.90 1215.43
INCURRED COST
CONTINGENCY @10% 121.54
ESCALATION AS PER ANX 38.29
CAR POLICY @0.3% 3.65
ENABLING WORKS @5% 60.77
(B) TOTAL OF INDIRECT COST 224.25
TOTAL(DIRECT +INDIRECT COST) 82,89,085 939.90 1439.68
ADD GST @18% 259.14
GRAND TOTAL 939.90 1698.82
Source: AECOM's Assessment

Note: Recoverable from Customer as per Developer:

• GST

CONFIDENTIAL
Page 25
 44

TECHNICAL DUE DILIGENCE REPORT FOR

GREEN VILLAGE. MEERUT AECOM

Table 9. Executive Summary (for To Be Launched Tower & School)

Total BUA Area (Tower & Villas) =
3,89,669 Sqft. (As per Area Statement provided by Developer).

Developer - Supertech Green Village AECOM Assessment

S. Budget Head Total Cost in INR Rate per Sqft on Total Cost in INR Rate per Sqft on
No Crores BUA Crores BUA
A Direct Cost
A1 Cost considered on 43 80 1,124.15 58.14 1492
per sqft Basis (on
Total Saleable Area)
Total Direct Cost (A) 43.80 1,124.15 58.14 1492
B Indirect Cost

B1 Escalation 1.05 22.83

(Considering 2
years of completion
on A - Provision
(a+b)

a 1st year - Zero

escalation on 40%
Work Done (A)
b -
2nd Year 3 % 1.05 26.86
Escalation on 60%
Work Done (A)

B2 Contingencies @ 5.81 149.20

10% on A
B3 CAR Policies @ 0.3% 0.17 4.48
on A (Provision)
B4 Enabling Works @ 2.91 74.60
5% on A (Provision)

Total Indirect Cost (B) 9.94 255.13

Total Cost (A+B) 43.80 1,124.15 68.08 1,747.13
Add GST @ 18% 12.25 314.48

Grand Total with GST 43.80 1,124.15 80.33 2,061.62

Source: Budget Sheet

AECOM Remarks:
* Above estimate is based on the area statement provided by developer and considered rate is on per square

feet basis, on the coefficient derived from EV-3 project. Considered same rate in per Sq. ft as EV-3 as
specification for the Green Village is same as the EV-3 project

Recoverable from the Customers as per Developer :

*GST

CONFIDENTIAL Page 26
 45

TECHNICAL DUE DILIGENCE FOR CAPETOWN & ORB-R AECOM

Table 21. List of Exclusions

S.No. Description

1 Staff Salaries/Administrative charges

2 CAR policy premium charges

3 Furniture works

4 Legal / Statutory Fees & Charges

5 Project Land Cost

6 Client Finance Cost

7 Marketing and Branding Cost

8 Currency Exchange rate fluctuations

9 Shifting of any Existing utility running through site.
10 Maintenance charges and Cost

11 Client's Site office Running expenses

12 Pre-opening and Operational Expenses.

13 Additional / T emporary Works for Occupancy Certificate

14 Fuel Distribution system before HSD Tank.

15 Interactive displays and interfaces.

16 Paint Marking Works for MEP Services and Equipment

17 EV Car charging stations - Equipment and running cost

18 Fire Retardant / Intumescent paints.

19 Any other Cost to be incurred on Inspection. Authority Visits.

20 Additional Signages for branding of tenant in Commercial zone

21 Provision for Anti-Smog Guns (Requirement to be checked by Developer as per prevailing NGT norms,
applicable to respective site).

22 Provision for Retrofitting cost as per structure stability report to be generated by the consultant appointed by the
Developer

CONFIDENTIAL Page 31