- 1 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 20TH DAY OF FEBRUARY, 2026 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ COMPANY APPLICATION NO. 90 OF 2025 IN COMPANY PETITION NO.57 OF 2012 BETWEEN: 1. FALCON PROPERTY MANAGEMENT SERVICES A REGISTERED PARTNERSHIP FIRM, HAVING ITS REGISTERED OFFICE AT: PRESTIGE FALCON TOWERS, NO.19, BRUNTON ROAD, BENGALURU-560 025. REPRESENTED HEREIN BY ITS VICE PRESIDENT AND AUTHORIZED SIGNATORY, MR. SAMEER ASHOK SHETTI. 2. PRESTIGE ESTATES PROJECTS LIMITED, A COMPANY REGISTERED UNDER THE COMPANIES ACT, 1956, HAVING ITS REGISTERED OFFICE AT: PRESTIGE FALCON TOWERS, NO.19, BRUNTON ROAD, BANGALORE-560 025. REPRESENTED BY ITS AUTHORIZED SIGNATORY, MR. T. ARVIND PAI. …APPLICANTS (BY SRI. C.K. NANDAKUMAR, SENIOR COUNSEL, FOR SRI. RAGHURAM CADAMBI, ADVOCATE) AND: UNITED BREWERIES (HOLDINGS) LIMITED (IN LIQUIDATION) REPRESENTED BY THE OFFICIAL LIQUIDATOR, “CORPORATE BHAVAN”, Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 NO.26-27, 12TH FLOOR, RAHEJA TOWERS, M.G. ROAD, BANGALORE-560 001. …RESPONDENT (BY SRI. SHRISHAIL NAVALGUND, ADVOCATE) THIS COMPANY APPLICATION IS FILED UNDER SECTION 476 OF THE COMPANIES ACT, 1956, READ WITH RULES 9 AND 33 OF THE COMPANY COURT RULES, 1959 PRAYING TO DIRECT THE RESPONDENT TO PAY THE APPLICANT NO.1, THE AMOUNTS PAYABLE TOWARDS THE COSTS OF THE PROPOSED RENOVATION OF THE RETAIL SPACE OF THE "UB CITY" PROJECT SITUATED AT NO.24, VITTAL MALLYA ROAD, BANGALORE-560 001, KNOWN AS "UB CITY - THE COLLECTION", IN PROPORTION TO THE SHARE OF THE RESPONDENT IN THE "UB CITY" PROJECT UNDER THE REGISTERED DEVELOPMENT AGREEMENT DATED 25.04.2003 EXECUTED BETWEEN THE APPLICANT NO.2 AND RESPONDENT (ANNEXURE-A), I.E., TO THE TUNE OF 55% OF THE TOTAL COST INCURRED TOWARDS SUCH RENOVATION, PRESENTLY ESTIMATED TO BE RS.2,51,24,139/- (RUPEES TWO CRORE FIFTY ONE LAKH TWENTY FOUR THOUSAND ONE HUNDRED AND THIRTY NINE ONLY); THIS APPLICATION, COMING ON FOR ORDERS, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE SURAJ GOVINDARAJ ORAL ORDER 1. CA No.90/2025 has been filed under Section 476 of the Companies Act, 1956 r/w Rules 9 and 338 of the Company Court Rules, 1959, seeking for the following reliefs: - 3 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 “A. Direct the Respondent to pay the Applicant No.1, the amounts payable towards the costs of the proposed renovation of the retail space of the "UB City" project situated at No.24, Vittal Mallya Road, Bangalore-560 001, known as "UB City The Collection", in proportion to the share of the Respondent in the "UB City" project under the registered Development Agreement dated 25.04.2003 executed between the Applicant No.2 and Respondent (ANNEXURE A), i.e., to the tune of 55% of the total cost incurred towards such renovation, presently estimated to be Rs.2,51,24,139/-(Rupees Two Crore Fifty One Lakh Twenty Four Thousand One Hundred and Thirty Nine Only); B. Grant such other and further reliefs as are just, including costs of this application.” 2. Applicant No.1 is the Manager of the mall known as ‘UB City’-the collection. Applicant No.2 is the co-owner. The application has been filed seeking a direction to the official liquidator to pay to applicant No.1 proportionate share in the costs to be incurred for renovation of the retail space in UB City known as UB City-the collection that is to an extent 55% of the total cost. 3. Along with the said application, an affidavit has been filed by the vice president of applicant No.1 stating that the mall known as “the collection” is a premier - 4 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 mall having as its tenants various luxury brands like Louis Vuitton, Burberry, Canali, Emporio Armani and others, requiring a sophisticated ambience and upkeep to cater to the patrons of the said tenants and considering the nature of the said mall, the upkeep is immediately required so as to preserve the imminent status of the mall. 4. Along with the said application, various documents have been produced. But there was no document indicating the details of the works to be carried out. Hence, the applicant filed rejoinder enclosing the details of the proposal for renovation in terms of Annexure-P, indicating that the total amount required to be spent is Rs.4,71,95,474/- (Rupees Four Crore Seventy one Lakh Ninety five Thousand Four Hundred and Seventy Five only) and the share of UBHL i.e. the company liquidation being 55% thereof would amount to Rs.2,59,57,511/- (Rupees Two Crore Fifty Nine Lakh Fifty Seven Thousand Five - 5 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 Hundred and Eleven only). Quotations which had been received from various vendors for carrying out the various works had also been enclosed from Annexure-Q to Annexure-Z. 5. In that background the official liquidator had sought time to go through the same and make a submission. The OLR in OLR No.7/2026 has been filed contending that a inspection of the property had been taken and the officials were of the opinion that there is a requirement of an assessment by an independent expert for the purpose of ascertaining the extent of renovation required and the expenses that may arise thereof. 6. In the said report, it is contented that quotations have been invited from 17 consultants and on receiving the quotes from the vendors for the purpose of ascertaining the extent of renovation expenses, a proper report could be submitted. In para 3 of the OLR, it is stated that one of the vendors - 6 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 has quoted a sum of Rs.20,00,000/- (Rupees Twenty Lakhs only) plus GST to provide assessment report and another vendor has quoted 5% of the value of the work assigned plus applicable GST. 7. The total work as per the applicants is Rs.4,71,95,474/-. Thus, if the consultant were to ascertain and submit a report, they would be charging on this amount. One of the vendors having indicated that he would charge Rs.20,00,000/- for such assessment plus GST, the applicable GST being 18% would translate to Rs.3,60,000 totalling up to Rs.23,60,000/-. The share of the official liquidator in the works to be carried out being Rs.2,59,57,511/- virtually the consultancy charges would amount to nearly 10% of the works to be carried out to ascertain if those works have to be carried out. In that view of the matter, being in custody of the said property, I deem it fit to exercise my discretion to ascertain if the said works have to be carried out by - 7 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 referring to the photographs which have been produced along with the OLR in OLR 7/2026. 8. A perusal of the said photographs indicates that the false ceiling is cracked in several places the raceways have cracked, in the toilets the marble laid both on the wall as cladding and on the floor have cracked. There are various joints which are broken in the washrooms, at the sinks, woodwork has also fallen apart. The air conditioning vents are also leaking, resulting in further issues. These are the works which have been referred to in Annexure-P to the rejoinder filed by the applicants and the detailing of that has been made from Annexure Q to Z of the rejoinder. 9. In that view of the matter, considering that the cost of ascertaining the extent and the cost of repair and renovation being to an extent of 10% of the costs which has been indicated by the applicants. I am of the opinion that such a evaluation would be an exercise in futility and would add additional burden to - 8 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 the official liquidator, who is already overburdened with the claims made by various creditors. 10. In that way of the matter, the request made by the official liquidator for appointment of a consultant cannot be accepted. 11. In view of all the foregoing I am of the considered opinion that the request made by the property Manager and the co-owner in CA No.90/2025 would have to be allowed. Albeit on certain conditions namely, one, the payments would be made by the official liquidator directly to the vendor in proportion to the amounts due and payable. The vendor will issue necessary bills to the official liquidator as regard the payments made by the official liquidator. Official liquidator would be entitled to claim the input tax credit in terms of the GST amounts paid by the official liquidator to the vendor. Records indicating the payment by applicant No.2 to the vendor of the share of applicant No.2 to also be provided to the - 9 - HC-KAR NC: 2026:KHC:10793 CA No. 90 of 2025 In COP No.57 of 2012 official Liquidator. Representative of the official Liquidator would also be permitted to oversee the work carried out by the vendors. 12. With the above conditions, I pass the following: ORDER (i) CA No.90/2025 is allowed. (ii) The official Liquidator is directed to make payment of the costs incurred towards renovation to an extent of Rs.2,51,24,139/- on completion of the works to be carried out by the respective vendors and certification thereof by the Project Management Consultant appointed by the property Manager. SD/- (SURAJ GOVINDARAJ) JUDGE HB List No.: 1 Sl No.: 15