Signing as a hypothecator did not keep four companies out of insolvency. The National Company Law Appellate Tribunal has dismissed Bindu Kapoor’s Corporate Guarantor challenge, holding that four Imagine group companies that hypothecated assets for a Rs 105 crore loan to Bliss House had taken on repayment duties beyond those assets and could be dragged into insolvency in New Delhi.
New Delhi: The National Company Law Appellate Tribunal (NCLAT), Principal Bench, has dismissed four appeals filed by Bindu Kapoor, wife of Yes Bank co-founder Rana Kapoor, against the admission of Imagine Estate Private Limited, Imagine Home Private Limited, Imagine Residence Private Limited and Imagine Habitat Private Limited into the corporate insolvency resolution process (CIRP), ruling that the four companies stood as corporate guarantors for a Rs 105 crore loan taken by Bliss House Private Limited [Bindu Kapoor v. Mamta Binani & Ors.].
The judgment, dated November 6, 2026, was authored by Officiating Chairperson Justice Yogesh Khanna, sitting with Technical Members Barun Mitra and Ajai Das Mehrotra. It upholds the common order of the National Company Law Tribunal (NCLT), New Delhi, dated April 7, 2026.
Substance over the title of the document
The Tribunal took Imagine Estate as the lead matter and read the loan agreement and the hypothecation deed together. The loan agreement, it noted, defined “Obligors” to include the hypothecators; Clause 2.1 made all Obligors jointly and severally liable; Clause 12.2 allowed the lender to recall the dues from all of them; and Clause 2.2.4 required them to pay any shortfall “from any source”. It held:
“The Corporate Debtor’s liability is, therefore, not limited to the hypothecated assets, Clause 2.2.4 obliges the Obligors to make good any shortfall from any source.”
Relying on China Development Bank, the Tribunal said that what a document’s covenants provide, and not what it is called, decides whether it is a guarantee. On the argument about missing signatures, it said:
“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.”
Read together, the two documents showed a tripartite arrangement between Bliss House as principal borrower, IHFL (now JCF) as creditor and the corporate debtor as surety. The Tribunal added that the plea was “all the more untenable” because Kapoor had herself signed the loan agreement for Bliss House and the hypothecation deed for the corporate debtor:
“As a common director of both companies under RAB Enterprises, the Appellant cannot now raise such contentions.”
The loan behind the appeals
Bindu Kapoor, a suspended director of all four companies, challenged the NCLT order passed in CP(IB) Nos. 36, 32, 31 and 30 of 2026. The Section 7 petitions were filed by J.C. Flowers Asset Reconstruction Private Limited (JCF), acting as trustee of JCF ARC Trust 2024-2025, which acquired the lender’s rights through assignment agreements dated March 29, 2025 and August 30, 2025. Insolvency professional Mamta Binani was appointed Interim Resolution Professional.
The dispute traced back to a Rs 105 crore loan extended by Indiabulls Housing Finance Limited (IHFL) to Bliss House under a Loan Agreement dated March 29, 2019. The Imagine companies were listed as hypothecators and executed a Deed of Hypothecation over receivables. Imagine Estate had also taken loans of its own, totalling Rs 596 crore, under agreements of September 5, 2018 and October 7, 2019. The loans were recalled on March 9, 2020, and arbitral awards against the borrowers were issued on February 28, 2023. Those awards are under challenge before the Delhi High Court, but no stay has been granted.
Bliss House itself was admitted into CIRP by the NCLT, New Delhi, on January 21, 2026, a decision affirmed by the NCLAT on May 29, 2026 and later by the Supreme Court.
What Kapoor argued
Appearing for Kapoor, Senior Advocate Krishnendu Datta argued that all four companies had their registered offices in Mumbai and that the petitions should have been filed before the NCLT there. The companies, he said, were at best hypothecators, never executed any deed of guarantee, and so did not fall within Section 60(2) of the Insolvency and Bankruptcy Code (IBC), which lets a corporate guarantor’s insolvency be heard by the bench handling the principal borrower.
He contended that a contract of guarantee under Section 126 of the Indian Contract Act must be tripartite, that the hypothecators had not signed the loan agreement while the borrower had not signed the hypothecation deed, and that liability was limited to the hypothecated assets. The Supreme Court ruling in China Development Bank v. Doha Bank QPSC, he submitted, was applied out of context.
Jurisdiction and the Rs 596 crore debt
Bliss House’s CIRP is pending before the NCLT, New Delhi and has attained finality up to the Supreme Court. The Tribunal therefore held that Section 60(2), which opens with a non obstante clause, required the guarantors’ insolvency to be heard by the same bench, to avoid conflicting orders and double recovery. It noted that the NCLT had, by an order of June 12, 2026, consolidated the CIRPs of the group companies, all subsidiaries of RAB Enterprises.
Independently of the guarantee, the Tribunal found Imagine Estate directly liable for the Rs 596 crore loans. Citing Innoventive Industries v. ICICI Bank and E.S. Krishnamurthy v. Bharath Hi-Tech Builders, it said that once debt and default are shown, admission must follow. The appellant had not denied execution of the loan agreements, disbursal or non-repayment. All four appeals were dismissed, with the Tribunal holding that the impugned order “suffers from no illegality”.
Why the judgment matters
The ruling confirms that labels do not decide insolvency exposure. A company that signs as a “hypothecator” can still be treated as a corporate guarantor under the IBC if the loan papers make it jointly and severally liable or bind it to cover any shortfall from its own resources. Group companies that pledge assets for a sister concern’s borrowing should read such clauses closely.
The decision also strengthens the use of Section 60(2) to keep insolvency proceedings against a borrower and its guarantors before one bench, even where the guarantors are registered in another city. For lenders and asset reconstruction companies, it eases the path to consolidated resolution of related group entities.
Case Title: Bindu Kapoor v. Mamta Binani & Ors. [Company Appeal (AT)(Insolvency) Nos. 933, 934, 935 and 943 of 2026]
Bench: Justice Yogesh Khanna (Officiating Chairperson), Barun Mitra (Member, Technical) and Ajai Das Mehrotra (Member, Technical), NCLAT Principal Bench, New Delhi
Date of Judgment: November 6, 2026
For the Appellant: Krishnendu Datta, Senior Advocate, with Abhay Chattopadhyay, Udipto Koushik Sarmah, Kumar Shubham and Harsh Gurbani, Advocates
For J.C. Flowers ARC: Abhijeet Sinha, Senior Advocate, with Ritesh Kumar, Sidhant Kumar Marwah and others, Advocates
For the IRP: Sandeep Bajaj, Aakanksha Nehra, Shubham Jaiswal and Sanya Mann, Advocates, with Mamta Binani in person