Adani Not Ten BKC Promoter Merely Because It Became Radius's Holding Company: Maharashtra REAT

The Maharashtra Real Estate Appellate Tribunal (MahaREAT) has recently held that Adani Goodhomes Private Limited cannot be treated as a promoter of the Ten BKC project in Bandra merely because it became the holding company of Radius Estate & Developers Pvt Ltd following an insolvency resolution plan.

It set aside three Maharashtra RERA orders refusing to delete Adani from complaints filed by allottees of the project.

A bench comprising Chairperson Justice S. S. Shinde and Administrative Member Shrikant M. Deshpande, referring to the resolution plan, observed:

“From the said Clause, the Corporate Debtor i.e. Radius, shall be amalgamated with Adani wholly Owned Subsidiary, and the said resolved entity, along with the DB group shall continue the business of the construction and development of the project as going concern. The resolved entity shall be the promoter of the project under RERA and the resolved entity shall be solely entitled to brand and market the Project as an 'Adani' project in the manner it deems fit and proper, and shall be solely entitled to undertake sales for the Project, and necessary intimations/filing to be made with MahaRERA. This abundantly makes it clear that the appellant being successful resolution applicant, is not the promoter of the project. The revived corporate debtor i.e. Radius, will be amalgamated with Adani's wholly owned subsidiary, which would continue to be the promoter and will be entitled to brand market the project.”

The dispute arose from complaints filed by flat buyers in Ten BKC, a registered project in which Radius was recorded as promoter and MIG (Bandra) Realtors & Builders Pvt Ltd as co-promoter.

Radius underwent corporate insolvency resolution proceedings. Adani's resolution plan was approved by the committee of creditors and sanctioned by the National Company Law Tribunal on January 9, 2023. Adani subsequently became the successful resolution applicant and a shareholder of Radius.

The allottees approached MahaRERA against Radius, MIG and Adani. Adani sought deletion of its name, arguing that it had no contractual relationship with the allottees and was neither a promoter nor an allottee of the project.

RERA rejected the request on August 13, 2026, proceeding on the basis that Adani had assumed control and management of the project, issued possession demand letters dated June 14 and August 24, 2025, collected disputed amounts under protest and handed over physical possession of the flats.

Relying on Sections 2(zk), 15 and 31 of RERA, MahaRERA treated Adani as a successor promoter and a necessary party to the complaints.

Adani challenged the orders before the tribunal. Radius and MIG supported its case, maintaining that they continued to be separate legal entities and remained the promoters of the project. Opposing Adani's request for interim relief, the allottees argued that the orders only concerned impleadment and had not finally determined its liability.

Examining the resolution plan, the tribunal noted that it envisaged Radius continuing its business as a going concern through amalgamation with an Adani wholly owned subsidiary. The resolved entity, and not Adani in its capacity as the successful resolution applicant, was to become the promoter under RERA and would be entitled to brand and market the project as an Adani project and undertake sales.

The tribunal also noted that Radius continued to exist as a separate legal entity despite Adani acquiring its shareholding. It held that the resolution plan made the resolved entity, and not Adani, the promoter of the project.

The tribunal examined the possession and payment demand letters on which MahaRERA had relied. It found that the possession letters had been signed by Radius and MIG, not Adani. The mere mention of Adani Realty at the top of the letters did not make Adani a promoter.

The tribunal also found that the disputed amounts had been received in an escrow account held by Radius with HDFC Bank. An email dated June 12, 2025, from the Ten BKC CRM team called for payments into accounts in Radius's name. The demand letter dated June 21, 2025, and possession letter dated August 31, 2025, were issued on Radius's letterhead. The latter was signed on behalf of Radius and MIG.

The tribunal rejected MahaRERA's reliance on Section 15 of RERA. It found that there had been no transfer of the project or of Radius and MIG's contractual rights and obligations to Adani.

Holding that Radius and MIG continued to be the promoters, the tribunal ruled that they remained liable to the allottees for obligations arising under RERA. Adani was neither a necessary nor a proper party to the complaints, which could be adjudicated without its presence.

The tribunal accordingly set aside the three MahaRERA orders, directed the authority to delete Adani's name from the complaints and proceed with their adjudication on merits. All three appeals were allowed.