NCLAT Dismisses Bindu Kapoor’s Appeals, Upholds Insolvency Proceedings Against Four Companies
The National Company Law Appellate Tribunal (NCLAT) has dismissed four appeals filed by Bindu Kapoor, wife of former Yes Bank co-founder Rana Kapoor, challenging the initiation of corporate insolvency resolution proceedings (CIRP) against four companies associated with the Imagine Group.
A bench comprising Officiating Chairperson Justice Yogesh Khanna and Technical Members Barun Mitra and Ajai Das Mehrotra delivered the judgment on November 6, 2026, upholding the April 7, 2026 order of the National Company Law Tribunal (NCLT), New Delhi.
The insolvency proceedings concern Imagine Estate Private Limited, Imagine Home Private Limited, Imagine Residence Private Limited and Imagine Habitat Private Limited. The petitions were initiated by JC Flowers Asset Reconstruction Private Limited, which had acquired the lender's rights under the relevant loan and security documents.
Dispute Over Corporate Guarantee and Hypothecation
The central issue was whether the four companies had merely provided assets as security for a ₹105 crore loan extended to Bliss House Private Limited or had also undertaken obligations as corporate guarantors.
Bindu Kapoor argued that the companies were only hypothecators and had not executed separate corporate guarantee documents. She further contended that their registered offices were in Mumbai and, therefore, the insolvency proceedings should have been initiated before the Mumbai NCLT rather than New Delhi.
NCLAT's Findings
Examining the loan agreement and hypothecation deed together, the appellate tribunal found that the companies had undertaken repayment obligations extending beyond the assets offered as security.
The loan agreement included hypothecators within the definition of 'obligors' and imposed joint and several liability for repayment. The documents also required the obligors to make good any shortfall from any source.
Relying on the Supreme Court's decision in China Development Bank v. Doha Bank QPSC, the NCLAT reiterated that the substance of contractual obligations, rather than the title or terminology of a document, determines its legal character.
The tribunal further observed that a contract of guarantee can be recorded through multiple agreements, provided the intention to assume the role of guarantor is clearly established.
Territorial Jurisdiction Under Section 60(2) of the IBC
After recognising the four companies as corporate guarantors, the NCLAT held that Section 60(2) of the Insolvency and Bankruptcy Code, 2016, permitted the insolvency proceedings to be heard by the same NCLT where proceedings against the principal corporate debtor, Bliss House Private Limited, were already pending.
Consequently, the tribunal found no illegality in the NCLT's decision to admit the insolvency petitions before its New Delhi bench.
Appeals Dismissed
Rejecting Bindu Kapoor's arguments, the NCLAT dismissed all four appeals and upheld the initiation of insolvency proceedings against the companies.
The ruling highlights the importance of examining the actual contractual obligations undertaken by companies in secured lending arrangements and clarifies that documents described as hypothecation agreements may establish corporate guarantee liability when their substantive terms demonstrate such an intention.
Case: Bindu Kapoor v. Mamta Binani & Others
Case Numbers: Company Appeal (AT) (Insolvency) Nos. 933, 934, 935 and 943 of 2026.
Decision Date: November 6, 2026.
Relevant Law: Section 60(2), Insolvency and Bankruptcy Code, 2016.