NCLAT Upholds CIRP Against Rana Kapoor-Linked Imagine Group Companies
Sandhra Suresh
9 Nov 2026 5:28 PM IST
The National Company Law Appellate Tribunal (NCLAT) at Delhi has upheld insolvency proceedings against four companies linked to Rana Kapoor. It held that they acted as corporate guarantors for a ₹105 crore loan taken by Bliss House Pvt. Ltd. (BHPL), despite executing deeds of hypothecation rather than documents titled as guarantee deeds.
The Bench of Officiating Chairperson Justice Yogesh Khanna and Technical Members Barun Mitra and Ajai Das Mehrotra dismissed appeals filed by Bindu Kapoor, suspended director of the four companies.
The appeals challenged a common order passed by the Delhi bench of the National Company Law Tribunal (NCLT) on April 7, 2026. The NCLT had admitted insolvency petitions filed by J.C. Flowers Asset Reconstruction Pvt. Ltd. against Imagine Estate Pvt. Ltd., Imagine Home Pvt. Ltd., Imagine Residence Pvt. Ltd. and Imagine Habitat Pvt. Ltd.
The financial creditor had sought initiation of CIRP on the basis of various loan facilities originally extended by Indiabulls Housing Finance Ltd. and Indiabulls Commercial Credit Ltd., which were subsequently assigned to J.C. Flowers. The disputed loans included a Rs 105 crore facility availed by Bliss House Pvt. Ltd. (BHPL) as principal borrower and additional facilities aggregating Rs 596 crore.
The appellants argued that the NCLT lacked territorial jurisdiction because all four companies had their registered offices in Mumbai and were not corporate guarantors of the principal borrower. According to them, they had executed only deeds of hypothecation and can be termed as hypothecators. They argued that they were not the corporate guarantors of the loans granted to the principal borrowers.
They contended that a contract of guarantee under Section 126 of the Indian Contract Act requires a tripartite arrangement involving a principal debtor, creditor and surety. It was argued that the hypothecators had not signed the Loan Agreements, whereas the borrowers had not signed the Deed of Hypothecation.
Further, it was argued that the liability of the hypothecators was not co-extensive with the borrowers and that obligor was a general term used for various types of persons.
The NCLAT noted that insolvency proceedings against the principal borrower, Bliss House Pvt. Ltd., had already been admitted and that the admission order had attained finality after being upheld by both the NCLAT and the Supreme Court.
Examining the contractual framework, the NCLAT found that the loan agreement dated 29 March 2019 expressly identified the corporate debtor as a “Hypothecator” and included it within the definition of “Obligors.” The tribunal observed that the loan documents imposed joint and several liability on all obligors, including hypothecators, for repayment of the borrower's dues.
It further noted that the agreements required obligors to make good any payment shortfall from any source in the event of default and empowered the lender to recall the debt and seek recovery directly from them.
The tribunal further held that once Bliss House Pvt. Ltd. was undergoing CIRP before the NCLT Delhi, Section 60(2) mandated that insolvency proceedings against its corporate guarantors also be pursued before the same forum. The NCLAT further noted that the Corporate Debtor and BHPL are subsidiaries of RAB Enterprises with common ownership and promoters, forming a single integrated group.
Rejecting the appellants' reliance on the nomenclature of the document, the NCLAT held that the legal character of a transaction depends on the substance of its covenants rather than its title. The Bench observed,
“Thus the Corporate Debtor if not described as a “guarantor” is, therefore, immaterial. It is settled law that a contract of guarantee can be recorded in multiple agreements, so long as the intent to stand as guarantor is clearly discernible. The mere fact that BHPL has not signed the Deed of Hypothecation is irrelevant, since the Deed of Hypothecation itself evidences the assumption of all obligations under the BH Loan Agreement.”
The tribunal concluded that the loan agreement and hypothecation deed together constituted a tripartite guarantee arrangement involving the lender, principal borrower and the corporate debtors acting as sureties.
The NCLAT noted that the liability of the debtors is independent of their liability as guarantor of BHPL and held that the NCLT is bound to admit an insolvency petition on finding debt and default. Accordingly, the appeals were dismissed.
For Appellants: Senior Advocate Krishnendu Datta with Advocates Abhay Chattopadhyay, Udipto Koushik Sarmah, Kumar Shubham, Harsh Gurbani
For Respondents: Advocates Sandeep Bajaj, Aakanksha Nehra, Shubham Jaiswal, Sanya Mann, for R1; Senior Advocate Abhijeet Sinha with Advocates Ritesh Kumar, Sidhant Kumar Marwah, Jasmeet Singh, Shivam Sharan, Pushpendra Kumar, Naman Gowda, Siddhant Ahirwal, Lahar Jain and Ekssha Kashyap for R2