ARUNKUMAR H SHAH HUFversusAVON ARCADE PREMISES CO-OPERATIVE SOCIETY LIMITED & ORS.

                [2025] 4 S.C.R. 1350 : 2025 INSC 524

                     Arunkumar H Shah HUF
                                v.
                     Avon Arcade Premises
                Co-Operative Society Limited & Ors.
                      (Civil Appeal No. 5377 of 2025)
                                 21 April 2025
                [Abhay S Oka* and Ujjal Bhuyan, JJ.]


                           Issue for Consideration
       Issue arose as regards the correctness of the judgment passed
       by the High Court affirming the order of the competent authority
       issuing certificate of deemed conveyance in respect of a plot to
       first respondent.

                                  Headnotes†
       Maharashtra Ownership Flats (Regulation of the Promotion of
       Construction, Sale, Management and Transfer Act) 1963 – s.11 –
       Promoter to convey title, and execute documents, according to
       agreement – Scope of power of competent authority u/s.11 –
       Interference with the order granting deemed conveyance –
       Deed of dissolution between the parties and larger plot
       partitioned between L (L plot) and A (A plot) – L took over the
       firm as sole proprietor and it was provided that if L transfers his
       interest in favour of flat purchasers, perpetual lease in favour
       of the appellant or its nominees in respect of A plot would be
       executed – 10th respondent firm constituted with L as one of
       its partners, L brought in L Plot as his capital contribution to
       the firm – 10th respondent constructed building and entered
       into flat purchase agreements with flat purchasers – First
       respondent-co-operative society of flat purchasers in the
       building constructed on L Plot filed application u/s.11(3)
       seeking deemed conveyance of L Plot along with the portion
       of A Plot – Competent authority granted ex parte deemed
       conveyance in respect of the larger plot, on the condition of
       the first respondent executing a permanent lease in respect of
       A Plot in favour of the appellant or its nominees – Thereagainst,
       appellant filed writ petition – High Court confirmed the order
       of the competent authority – Correctness:

* Author
[2025] 4 S.C.R.                                                               1351

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

     Held: MOFA is a beneficial legislation enacted to protect home
     buyers and the provisions of s.11 are for the benefit of the flat
     purchasers – In writ jurisdiction, the Court should not interfere with
     the order granting deemed conveyance u/s.11(4), unless the order is
     manifestly illegal – Writ court should generally be slow in interfering
     with such orders because notwithstanding the order u/s.11(4), the
     remedy of aggrieved parties to file a civil suit remains open – On
     facts, clause of deed of dissolution provides for the execution of a
     lease in respect of the A plot in favour of A by L or a cooperative
     society formed after the construction of new buildings by L – This
     was to protect the interests of the appellant – Deed of partnership
     shows that 10th respondent had no right over the property allotted
     to the appellant under the deed of dissolution – 10th respondent
     is the lessor of the appellant – Effect of the order of competent
     authority is that there shall be a deemed conveyance in favour of
     the first respondent in respect of the entire larger plot subject to
     the condition of executing a permanent lease deed in favour of the
     appellant or its nominees – First respondent, after a conveyance in
     its favour, steps into the shoes of the appellant’s lessor – In view
     of the fact that deed of dissolution is binding, the appellant cannot
     object to the condition of the first respondent executing a lease
     incorporated in the certificate – To protect the appellant’s interest,
     the impugned order and the certificate provide for the execution
     of a permanent lease in favour of the appellant – Thus, there will
     be a perpetual lease executed by the first respondent in favour
     of the appellant or its nominees – No fault can be found with the
     order of the competent authority and the impugned order of the
     High Court – Substantial justice has been done by protecting the
     appellant’s rights as a perpetual lessee with a right to develop
     the A plot – Thus, interference in writ jurisdiction not warranted.
     [Paras 29, 31, 32, 34-36]

     Maharashtra Ownership Flats (Regulation of the Promotion
     of Construction, Sale, Management and Transfer Act) 1963 –
     s.11 – Promoter to convey title, etc., and execute documents,
     according to agreement – Scope of power of competent
     authority u/s.11:
     Held: Quasi-judicial powers have been conferred upon the
     competent authority while dealing with applications u/s.11(3) –
     However, proceedings before the competent authority u/s.11(3)
     are of summary nature, as can be seen from the MOFA Rules –
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    Competent authority, while passing the final order, must record
    reasons – Competent authority, while following the summary
    procedure, cannot conclusively and finally decide the questions of
    title – Thus, notwithstanding the order made u/s.11(4), aggrieved
    parties can always file a civil suit for establishing their rights –
    Maharashtra Ownership Flats (Regulation of the Promotion of
    Construction, Sale, Management and Transfer) Rules, 1964.
    [Paras 20, 37]

    Registration Act, 1908 – s.11(5) – Scope of powers of
    registration officers – Harmonious construction of s.11(4)
    and s.11(5):
    Held: Power conferred on the registration officer does not enable
    him to reopen or set aside the findings recorded by the competent
    authority while passing an order of grant of certificate – Registration
    officer is neither an appellate authority nor a revisional authority –
    Scope of adjudication by the registering officer u/s.11(5) is limited –
    Registering officer has no power to sit in appeal over the order of
    the competent authority while exercising the power u/s.11(5) – He
    has no power to go into the correctness or otherwise of the order of
    the competent authority – He can refuse registration only on certain
    grounds – Thus, the scope of the powers conferred on the registering
    officer is limited – This is the only way sub-sections (4) and (5)
    of s.11 of MOFA can be harmoniously construed. [Paras 22, 23]

                              Case Law Cited
    Abdul Kuddus v. Union of India [2019] 8 SCR 669 : (2019) 6 SCC
    604; Indian National Congress (I) v. Institute of Social Welfare &
    Ors. [2002] 3 SCR 1040 : (2002) 5 SCC 685 – referred to.
    Mazda Construction Company & Ors. v. Sultanabad Darshan CHS
    Ltd. & Ors., 2012 SCC Online Bombay 1266; Marathon Next Gen
    Realty Ltd., Mumbai and Another v. Competent Authority, District
    Deputy Registrar of Co-Operative Societies, Mumbai and Others
    (2015) 5 Maharashtra Law Journal 318; ACME Enterprises and
    Another v. Deputy Registrar, Co-operative Societies and Others
    (2023) SCC Online Bombay 1102; Tanish Associates & Ors. v.
    State of Maharashtra & Ors., 2016 SCC Online Bombay 12653;
    Subash Ramchandra Navare v. Premji Megji Rambia & Ors., 2020
    SCC Online Bombay 316; M/s. Shree Chintamani Builders v.
    State of Maharashtra and Ors., 2016 SCC Online Bombay 9343;
[2025] 4 S.C.R.                                                           1353

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

     Mahanagar Housing Partnership Firm and Others v. District Deputy
     Registrar of Co-operative Societies (Pune City), Pune and Others,
     2018 SCC Online Bombay 19563 – referred to.

                                List of Acts
     Maharashtra Ownership Flats (Regulation of the Promotion
     of Construction, Sale, Management and Transfer Act) 1963;
     Maharashtra Ownership Flats (Regulation of the Promotion of
     Construction, Sale, Management and Transfer) Rules, 1964;
     Registration Act, 1908.

                             List of Keywords
     Hindu Undivided Family; Deed of partnership; Deed of dissolution;
     Development Control Regulations; Flat purchase agreements;
     Deemed conveyance; Ex parte deemed conveyance; Principles of
     natural justice; Quasi-judicial powers; Summary procedure; Scope
     of power of registration officer; Appellate authority; Revisional
     authority; Prohibitory order; Restraint order; Harmoniously
     construction; Floor space index; Karta; Co-operative society; Scope
     of power of competent authority; Perpetual lease; Permanent lease;
     Malpractices by developers; Beneficial legislation; Protect home
     buyers; Housing shortage; Certificate of deemed conveyance; Writ
     jurisdiction; Execution of lease; Deed of partnership.

                            Case Arising From
     CIVIL APPELLATE JURISDICTION: Civil Appeal No. 5377 of 2025
     From the Judgment and Order dated 11.04.2018 of the High Court
     of Judicature at Bombay in WP No. 4373 of 2017

                         Appearances for Parties
     Advs. for the Appellants:
     Kush Chaturvedi, Saroj Iyer, Ms. Puwina Priyadarshini, Syed
     Faraz Alam, Ms. Gauri Joshi, Atharva Gaur, Aayushman Aggarwal,
     E. C. Agrawala.
     Advs. for the Respondents:
     Nikhil Nayyar, Sr. Adv., Gautam narayan, Ms. Aakashi Lodha,
     Sanyat Lodha, Naveen Hegde, Gaurav Goel, M/s. Karanjawala
     & Co., Ms. Jasmine Damkewala, Mac Bhodhanwalla, Sheroy
     Bodhanwalla, Ms. Vaishali Sharma, V. N. Raghupathy, Anand
1354                                                      [2025] 4 S.C.R.

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     Dilip Landge, Siddharth Dharmadhikari, Aaditya Aniruddha Pande,
     Bharat Bagla, Sourav Singh, Aditya Krishna, Aadarsh Dubey, Mrs.
     Preet S. Phanse.

               Judgment / Order of the Supreme Court

                               Judgment

     Abhay S. Oka, J.

     FACTUAL DETAILS

1.   Leave granted.
2.   This appeal takes exception to the judgment and order dated 25th
     February 2021 passed by the learned Single Judge of the Bombay
     High Court. To appreciate the controversy, a brief reference to the
     facts of the case would be necessary.
3.   One Champaben Hiralal Shah owned a plot of land being Final Plot
     No.61 in Town Planning Scheme III, Vile Parle (West), admeasuring
     2814.38 sq.mtrs. (for short ‘the larger plot’). On 1 st April 1972,
     Champaben Hiralal Shah and the Hindu Undivided Family consisting
     of her three sons, Lalbhai, Ranjit and Arun, constituted a partnership
     firm M/s. CH Shah & Sons (for short, ‘the firm’) by executing a
     deed of partnership. The larger plot was Champaben Hiralal Shah’s
     contribution to the firm’s capital. After the death of Champaben, the
     firm was reconstituted, amongst the rest of the partners, as per the
     deed of reconstitution dated 30th June 1983.
4.   A deed of dissolution of partnership was executed on 13th February
     1987 (‘the deed of dissolution’) by which the firm was dissolved. The
     larger plot was partitioned between one Lalbhai H. Shah (predecessor
     of the 2nd to 5th respondents) and one Arun H. Shah (the Karta of
     the appellant). Under the deed of dissolution dated 13th February
     1987, the portion of the larger plot shown in a verged blue colour
     line on a plan attached (for short, ‘Lalbhai Plot’) was allotted to
     Lalbhai, being the Manager and Karta of Lalbhai Hiralal Shah HUF.
     The remaining portion of the larger plot below building No.3 and
     the land surrounding it, shown in a verged yellow line (for short ‘the
     Arun Plot’), was allotted to Arun as the Karta and manager of Arun
     Hiralal Shah HUF (the appellant). It was provided that construction
[2025] 4 S.C.R.                                                        1355

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

     on the Lalbhai Plot will be restricted to the development potential
     thereof, and the construction on the Arun Plot will be restricted to
     the development potential thereof in accordance with the prevailing
     Development Control Regulations. Lalbhai took over the firm as the
     sole proprietor. It was provided that if Lalbhai transfers his interest
     in favour of an organisation of flat purchasers, then Lalbhai/such
     organisation would execute a perpetual lease in favour of the appellant
     or its nominees in respect of the Arun plot.
5.   10th Respondent firm was constituted with Lalbhai as one of its
     partners by a deed of partnership dated 30th March 1987. Lalbhai
     brought in the Lalbhai Plot as his capital contribution to the firm.
     The 10th respondent constructed a building consisting of two wings,
     each with ground plus two upper floors on the Lalbhai Plot. The
     10th respondent entered into flat purchase agreements (for short,
     ‘the FPAs’) from the year 1991 onwards with the flat purchasers in
     respect of flats in the building. It was claimed that the FPAs were
     executed in terms of Section 4 of the Maharashtra Ownership Flats
     (Regulation of the Promotion of Construction, Sale, Management
     and Transfer Act) 1963 (for short, ‘the MOFA’). On 6th November
     1993, the Municipal Corporation of Greater Mumbai (for short, ‘the
     MCGM’) issued an occupation certificate in respect of the building. It
     is pointed out by the appellant that the first respondent, a co-operative
     society of the flat purchasers in the building constructed on Lalbhai
     Plot, was formed and registered on 15th July 2005.
6.   The first respondent filed a complaint before the Additional Consumer
     Disputes Redressal Forum, Mumbai, seeking conveyance of only the
     Lalbhai Plot. The District Forum allowed the complaint and directed
     the 10th respondent to convey the Lalbhai plot to the first respondent
     by order dated 19th August 2017.
7.   Thereafter, on 13th January 2020, the first respondent filed an
     application under Section 11(3) of the MOFA seeking a deemed
     conveyance of the Lalbhai Plot along with the portion of Arun Plot
     (totally admeasuring 2,753 sq. mtrs). The conveyance was sought
     of the larger plot. But after taking into account the road setback area
     of 131.40 sq. meters, the area thereof was mentioned as 2753 sq
     meters. The application was filed before the District Deputy Registrar,
     Co-operative Societies, Mumbai City [3] (11th respondent), being the
     competent authority appointed under Section 5A of the MOFA. On
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     18th September 2020, the said application was allowed. Ex parte
     deemed conveyance in respect of the larger plot was granted, and a
     certificate of deemed conveyance was issued to the first respondent
     on the condition of the first respondent executing a permanent lease
     in respect of the Arun Plot in favour of Arun Hiralal Shah HUF (the
     appellant) or its nominees. Being aggrieved by the said order, Arun
     Hiralal Shah HUF (the appellant), filed a writ petition before the
     Bombay High Court, which was decided by the impugned judgment
     and order of the Bombay High Court. The order of the competent
     authority was confirmed. But a liberty was reserved to the appellant
     to file a suit for adjudication of the title.

     SUBMISSIONS
8.   The learned senior counsel appearing for the appellant invited our
     attention to the relevant clauses in the dissolution deed dated 13th
     February 1987 by which the said firm was dissolved. He pointed out
     that the deed of dissolution recites that Ranjit (the predecessor of
     the 6th to 9th respondent) and Arun were not interested in carrying
     on the real estate business of the firm. He pointed out that the
     deed of dissolution of the firm provided that on the dissolution, the
     goodwill and trade name of the firm as well as the right to recover
     all the outstandings of the said firm shall remain with Lalbhai who
     was entitled to carry on the business of the erstwhile firm as the sole
     proprietor in the name of M/s. CH Shah & Sons. However, it was
     provided that if any rental is received from any tenant of building
     No.3, the same shall be paid over by Lalbhai to Arun without any
     deduction whatsoever therefrom. It was also provided that Arun
     will bear all the outgoings of the said building No.3. The learned
     counsel pointed out that in the deed of dissolution, it is provided
     that the portion of the larger plot shown in verged blue colour line
     (the Lalbhai Plot) shall belong to Lalbhai as the Manager and Karta
     of Lalbhai Hiralal Shah HUF and the remaining portion of the said
     property being building marked no.3 and the surrounding land shown
     in verged yellow line on the said plan (the Arun Plot) shall belong to
     the present appellant (Arun Hiralal Shah HUF). It is also provided in
     the deed that the Floor Space Index (FSI) of the Lalbhai plot shall
     be utilised by Lalbhai save and except the FSI which is utilised for
     the construction of the existing building No.3. It was provided that
     the appellant will be entitled to reconstruct structure or structures in
[2025] 4 S.C.R.                                                        1357

                       Arunkumar H Shah HUF v.
        Avon Arcade Premises Co-Operative Society Limited & Ors.

      place of existing building No.3. Another important clause which he
      pointed out was that after Lalbhai develops the remaining property
      excluding building No.3, the incorporated body of the purchasers of
      the premises in the redeveloped property/ Lalbhai shall execute a
      lease in perpetuity in favour of Arun at nominal yearly lease rent of
      Re.1 in respect of the Arun plot.
9.    Thereafter, the learned counsel invited our attention to the order
      dated 18th September 2020 passed by the 11th respondent, which
      is the competent authority within the meaning of Section 5A of the
      MOFA. He submitted that the power of the 11th respondent was to
      enforce the rights of the first respondent society and the corresponding
      obligation of the 10th respondent developer to execute the conveyance
      in terms of the agreements executed in favour of the flat purchasers.
      Learned counsel relied upon a decision of the Bombay High Court in
      the case of Mazda Construction Company & Ors. v. Sultanabad
      Darshan CHS Ltd. & Ors.1. He submitted that the Arun Plot allotted
      to Arun under the deed of dissolution was not the subject matter
      of the agreement between the 10th respondent and members of
      the 1st respondent society. Therefore, the 11th respondent had no
      jurisdiction to pass an order granting deemed conveyance to the
      first respondent in respect of the Arun Plot allotted to the appellant.
      He further submitted that the appellant was not amenable to the
      jurisdiction of the 11th respondent.
10. After noticing that serious disputed questions regarding the title and
    demarcation of the land were arising, the competent authority ought to
    have directed the first respondent society to file a suit. Relying upon
    the judgment of the learned Single Judge of Bombay High Court in
    the case of Marathon Next Gen Realty Ltd., Mumbai and another
    v. Competent Authority, District Deputy Registrar of Co-Operative
    Societies, Mumbai and others,2 the learned counsel submitted
    that the competent authority under Section 5A of the MOFA is not
    empowered to adjudicate upon the disputed questions of fact and the
    questions which will have impact on third parties. He submitted that
    the competent authority is not empowered to decide any lis between
    the parties. He relied upon another decision of a learned Single Judge


1    (2012) SCC Online Bombay 1266
2    (2015) 5 Maharashtra Law Journal 318
1358                                                      [2025] 4 S.C.R.

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     of the Bombay High Court in the case of ACME Enterprises and
     Another v. Deputy Registrar, Co-operative Societies and Others.3
     Learned counsel also placed reliance on a decision of this Court in
     the case of Abdul Kuddus v. Union of India.4 He submitted that the
     competent authority is not empowered to receive any evidence. He
     submitted that the order passed by the competent authority under
     Section 11(4) of the MOFA is not final inasmuch as the registration
     officer is empowered under Section 11(5), after hearing the parties,
     to decide whether such a unilateral deed of conveyance ought to
     be registered or not.
11. Learned counsel appearing for the appellant submitted that the
    impugned order of the competent authority dated 18th September
    2020 is as vague as possible, and even the terms and conditions on
    which the permanent lease deed is to be executed by and between
    the appellant and the first respondent have not been specified.
12. Another submission of the learned counsel appearing for the appellant
    is that the first respondent had already filed a consumer complaint
    before the State Consumer Disputes Redressal Commission (the
    State Commission) and therefore, the first respondent should not
    have taken recourse to the proceedings under the MOFA. Lastly,
    he submitted that the High Court ought to have interfered and set
    aside the impugned order of the competent authority.
13. Learned senior counsel appearing for the first respondent on facts
    submitted that the larger plot was not subdivided after the execution
    of the deed of dissolution, and the building constructed by the 10th
    respondent developer is an extension of the building No.3. He
    submitted that no prejudice has been caused to the appellant by the
    impugned order of the 11th respondent, as admittedly the appellant
    will be entitled to perpetual leasehold rights in respect of land below
    building No.3 and the land abutting thereto (the Arun Plot). He
    invited our attention to the FPAs between the members of the 1st
    respondent and the 10th respondent under the MOFA. He submitted
    that the leasehold rights of the appellant have been protected under
    the impugned order passed by the 11th respondent.



3   (2023) SCC Online Bombay 1102
4   (2019) 6 SCC 604
[2025] 4 S.C.R.                                                       1359

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

14. He submitted that there are 93 flat purchasers who are members of
    the first respondent. Even after the grant of the occupation certificate,
    the 10th respondent delayed the execution of the conveyance. He
    pointed out that the occupation certificate was granted as far back
    as in 1993. In fact, the obligation of the 10th respondent was to
    execute a conveyance within four months from the date of registration
    of the first respondent society. He submitted that the execution of
    the conveyance in respect of the larger plot has been pending for
    over three decades, and the appellant, in collusion with the 10th
    respondent, has always been making efforts to delay the execution
    of the conveyance.
15. He invited our attention to Rule 13 and other relevant rules
    forming part of the Maharashtra Ownership Flats (Regulation of
    the Promotion of Construction, Sale, Management and Transfer)
    Rules, 1964 (for short, ‘the MOFA Rules’), which explain the
    powers of the competent authority. He also invited our attention to
    the object of incorporating Section 11(3) of the MOFA with effect
    from 25th February 2008. The object was to curb malpractices by
    the developers. The object of the said amended provision is to
    safeguard the interests of flat purchasers. After inviting our attention
    to various provisions contained in the MOFA Rules, learned counsel
    appearing for the first respondent relied upon a decision of this
    Court in the case of Indian National Congress (I) v. Institute of
    Social Welfare & Ors..5 He submitted that, looking to the powers
    of the competent authority, it is required to adhere to the principles
    of natural justice and act judicially. He submitted that the object
    of the provisions of the MOFA cannot be defeated by allowing
    parties to raise frivolous disputes. The learned counsel relied
    upon a decision of the Bombay High Court in the case of Tanish
    Associates & Ors. v. State of Maharashtra & Ors.,6 which was
    confirmed by this Court. He also relied upon observations made
    in paragraph 7 of the decision of the learned Single Judge of the
    Bombay High Court in the case of Tanish Associates & Ors..6 He
    also relied upon a decision of the Bombay High Court in the case
    of Subash Ramchandra Navare v. Premji Megji Rambia & Ors..7


5   (2002) 5 SCC 685
6   (2016) SCC Online Bombay 12653
7   (2020) SCC Online Bombay 316
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     He submitted that the observations made in paragraph 7 of the said
     decision protect the appellant. He also relied upon a decision of the
     Bombay High Court in the case of Mazda Construction Company
     & Ors.1, which was relied upon by the appellant. He submitted that
     the decision of the learned Single Judge of the Bombay High Court
     in the case of Mazda Construction Company & Ors.1 has been
     affirmed by a Division Bench of the Bombay High Court in the case
     of M/s. Shree Chintamani Builders v. State of Maharashtra and
     Ors..8 He also relied upon a decision of the Bombay High Court in
     the case of Mahanagar Housing Partnership Firm and Others
     v. District Deputy Registrar of Co-operative Societies (Pune
     City), Pune and Others.9

     CONSIDERATION

     POWER OF THE COMPETENT AUTHORITY UNDER SECTION
     11 OF THE MOFA
16. Now, we turn to the scope of powers conferred on the competent
    authority under the MOFA. The term ‘promoter’ is defined in
    Section 2(c), which means a person or a partnership firm or a
    body or association of persons who constructs or causes to be
    constructed a building consisting of flats or apartments. Thus, the
    developer (10th respondent) is a promoter. Under Section 4(1) of the
    MOFA, a promoter is required to execute a registered agreement
    for sale in favour of the flat purchasers in the form prescribed
    under the MOFA Rules. Under Section 10, it is the promoter’s
    obligation to take steps to form a cooperative society or a company
    representing the flat purchasers.
17. Section 11 is the most important provision, which calls for interpretation
    in this appeal. Section 11 reads thus:
            “11. – Promoter to convey title, etc., and execute
            documents, according to agreement
            (1) A promoter shall take all necessary steps to complete
            his title and convey to the organisation of persons, who



8   (2016) SCC Online Bombay 9343
9   (2018) SCC Online Bombay 19563
[2025] 4 S.C.R.                                                         1361

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

           take flats, which is registered either as a co-operative
           society or as a company as aforesaid or to an association
           of flat takers [or apartment owners], his right, title and
           interest in the land and building, and execute all relevant
           documents therefor in accordance with the agreement
           executed under section 4 and if no period for the execution
           of the conveyance is agreed upon, he shall execute the
           conveyance within the prescribed period and also deliver
           all documents of title relating to the property which may
           be in his possession or power.
           (2) It shall be the duty of the promoter to file with the
           Competent Authority, within the prescribed period, a copy
           of the conveyance executed by him under sub-section (1).
           (3) If the promoter fails to execute the conveyance
           in favour of the Cooperative society formed under
           section 10 or, as the case may be, the Company or
           the association of apartment owners, as provided
           by sub-section (1), within the prescribed period, the
           members of such Co-operative society or, as the case
           may be, the Company or the association of apartment
           owners may, make an application, in writing, to the
           concerned Competent Authority accompanied by the
           true copies of the registered agreements for sale,
           executed with the promoter by each individual member
           of the society or the Company or the association,
           who have purchased the flats and all other relevant
           documents (including the occupation certificate, if
           any), for issuing a certificate that such society, or as
           the case may be, Company or association, is entitled
           to have an unilateral deemed conveyance, executed
           in their favour and to have it registered.
           (4) The Competent Authority, on receiving such
           application, within reasonable time and in any case not
           later than six months, after making such enquiry as
           deemed necessary and after verifying the authenticity
           of the documents submitted and after giving the
           promoter a reasonable opportunity of being heard,
           on being satisfied that it is a fit case for issuing such
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          certificate, shall issue a certificate to the Sub-Registrar
          or any other appropriate Registration Officer under the
          Registration Act, 1908, certifying that it is a fit case
          for enforcing unilateral execution, of conveyance deed
          conveying the right, title and interest of the promoter
          in the land and building in favour of the applicant, as
          deemed conveyance.
          (5) On submission by such society or as the case
          may be, the Company or the association of apartment
          owners, to the Sub-Registrar or the concerned
          appropriate Registration Officer appointed under
          the Registration Act, 1908, the certificate issued by
          the Competent Authority alongwith the unilateral
          instrument of conveyance, the Sub-Registrar or the
          concerned appropriate registration Officer shall,
          notwithstanding anything contained in the Registration
          Act, 1908, issue summons to the promoter to show
          cause why, such unilateral instrument should not be
          registered as ‘deemed conveyance’ and after giving the
          promoter and the applicants a reasonable opportunity
          of being heard, may on being satisfied that it was fit
          case for unilateral conveyance, register that instrument
          as, ‘deemed conveyance’.”
                                                  (emphasis added)

18. Thus, sub-section (1) of Section 11 contains the obligation of the
    promoter to convey title in respect of the land and the building
    developed by him. Sub-section (3) of Section 11 gives a remedy to
    a cooperative society or a company formed under Section 10 or the
    association of apartment owners, as the case may be, to apply to
    the competent authority appointed under Section 5A for issuing a
    certificate that the said society or the company, as the case may be,
    is entitled to have unilateral deemed conveyance executed in their
    favour and have it registered. This provision has been enacted to
    ensure that a speedy remedy is available to the flat purchasers for
    enforcing the promoter’s obligation under sub-section (1) of Section
    11. The MOFA has been enacted with the object of protecting the
    flat purchasers.
[2025] 4 S.C.R.                                                           1363

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

19. The procedure for dealing with applications made under sub-section
    (3) of Section 11 has been laid down in the MOFA Rules. Rule
    11(2) provides for the competent authority to issue a notice of the
    application to the promoter. Even the form of application under
    Section 11(3) has been prescribed by the MOFA Rules. Under
    Rule 13(3), the opponent to whom a notice is issued is entitled
    to file a written statement. Rule 13(4) permits the production of
    documents. Sub-rule (5) of Rule 13 provides for the procedure for
    the hearing of the application. It provides that on receiving a written
    statement of the opponent, the applicant shall prove the contents
    of the application and also deal with the contention of the defence.
    However, it is specifically provided that no cross-examination of
    any of the parties shall be permitted. Clause (c) of sub-rule (5)
    of Rule 13 provides that the outer limit for passing an order on a
    Section 11 application is six months. It provides that the competent
    authority shall make such enquiry as may be deemed necessary,
    and after verifying the authenticity of the documents submitted by
    the parties and after hearing them, the competent authority shall
    pass an order. The requirement to comply with the principles of
    natural justice is also incorporated in clause (c). Considering the
    nature of the power conferred on the competent authority, it follows
    that while passing orders on the application under Section 11(3),
    the competent authority must record reasons.
20. It is undoubtedly true that quasi-judicial powers have been conferred
    upon the competent authority while dealing with applications under
    Section 11(3) of the MOFA. However, proceedings before the
    competent authority under Section 11(3) are of summary nature,
    as can be seen from the MOFA Rules. Even cross-examination of
    the parties is not permissible. There is an absolute prohibition under
    Rule 13(5) on cross-examination of parties. Thus, it follows that the
    competent authority, while following the summary procedure, cannot
    conclusively and finally decide the questions of title. Therefore,
    notwithstanding the order made under sub-section (4) of section 11,
    aggrieved parties can always file a civil suit for establishing their rights.
21. The parties have relied upon several decisions of the Bombay High
    Court. We do not think that any of the decisions have taken a view
    which is contrary to the legal position explained by us, though none
    of the decisions exhaustively deal with the issues which we have
    considered.
1364                                                         [2025] 4 S.C.R.

                         Supreme Court Reports


     SCOPE OF THE POWERS OF THE REGISTRATION OFFICERS
     UNDER SECTION 11(5)
22. Now, we deal with the scope of powers of the registration officer
    under the Registration Act, 1908 (for short, ‘the 1908 Act’) under
    sub-section (5) of Section 11. As provided in sub-section (4) of
    Section 11, a certificate regarding the entitlement of the applicant to
    deemed conveyance has to be issued by the competent authority to
    the appropriate registration officer under the 1908 Act. After receiving
    the certificate, the registration officer is required to issue a summons
    to the promoter to show cause why such a unilateral instrument
    should not be registered as a deemed conveyance. After giving an
    opportunity of being heard to the promoter and after being satisfied
    that it was a fit case for registration of a unilateral conveyance, the
    registration officer can register the certificate as deemed conveyance.
    We may make it clear that the power conferred on the registration
    officer does not enable him to reopen or set aside the findings
    recorded by the competent authority while passing an order of grant
    of certificate. The registration officer is neither an appellate authority
    nor a revisional authority.
23. The requirement of sub-section (5) of Section 11 has been
    incorporated to enable the registering officer to give an opportunity
    to the promoter, as the certificate issued by the competent authority
    is a “unilateral certificate”. In a given case, there may be a statutory
    requirement of obtaining prior permission or consent of an authority
    before the execution and registration of a conveyance. The registering
    officer cannot register the instrument unless such statutory consent/
    permission is produced. Therefore, he can refuse to register the
    certificate of deemed conveyance till the permission/consent is
    produced. There may be a prohibitory order of a competent court
    restraining the promoter from executing a conveyance. In such a
    case, the certificate cannot be registered as a conveyance till the
    restraint order is in force. Moreover, the registering officer must be
    satisfied that the requirements, such as payment of stamp duty and
    other procedural requirements under the 1908 Act, are complied
    with. This is the limited scope of adjudication by the registering
    officer under sub-section (5) of Section 11. The registering officer
    has no power to sit in appeal over the order of the competent
    authority while exercising the power under Section 11(5). He has
    no power to go into the correctness or otherwise of the order of
[2025] 4 S.C.R.                                                      1365

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

     the competent authority. He can refuse registration only on the
     grounds indicated above. Thus, the scope of the powers conferred
     on the registering officer is limited as indicated above. This is the
     only way sub-sections (4) and (5) of Section 11 of the MOFA can
     be harmoniously construed.

     ON FACTUAL ASPECTS
24. A perusal of the deed of dissolution dated 13th February 1987 shows
    that Lalbhai, Ranjit and Arun were the three parties to the deed of
    dissolution who were the partners of the firm. The brothers executed
    the deed of dissolution after the demise of their mother Champaben.
    The description of the larger plot in the schedule to the deed of
    dissolution is final plot No.61 admeasuring 2726 sq. mtrs. more
    particularly described in the schedule. The setback area of 131.40
    sq. mtrs. has been excluded. There is a plan annexed to the deed
    of dissolution marked as Exhibit ‘A’. It is provided in the deed of
    dissolution that the goodwill and trade name of the firm, as well as
    the right to recover all the outstandings of the said firm, have been
    taken over by Lalbhai and accordingly, he was entitled to use the
    goodwill and trade name of the firm and continue the business of
    the firm as the sole proprietor of M/s CH Shah & Sons with authority
    to collect outstandings of the said firm in respect of building No.3
    which is allotted to Arun. It was provided that the right to develop
    the Lalbhai plot was allotted to Lalbhai, and the right to develop the
    remaining portion of the said property, being building No.3 and the
    land surrounding it, shown in a verged yellow line (the Arun plot), was
    allotted to Arun. Even the valuation of the properties was mentioned.
    Clause 6 reiterates that the Arun plot on the plan Exhibit ‘A’ shall
    belong to Arun HUF, representing the present appellant.
25. We may note here that there was a subsequent partnership deed
    entered into on 30th March 1987 by and between Lalbhai and six
    other persons under which the firm Avon Enterprises (the 10 th
    respondent) was incorporated. In the recitals of the said document,
    it is mentioned that the larger property, being the entire plot No.61,
    is delineated on a plan annexed to the said document. It refers to a
    portion admeasuring 1823 sq mtrs. thereof, which was brought into
    partnership by Lalbhai. It is stated that the said portion is shown
    in blue verged lines. That is the Lalbhai plot. It is also specifically
    provided that the remaining portion of the said property on which
1366                                                         [2025] 4 S.C.R.

                         Supreme Court Reports


     building No.3 has been standing and the area shown by yellow
     verged lines (the Arun plot) will belong to Arun.
26. A prototype flat purchase agreement (FPA) between the 10 th
    respondent and the flat purchasers has been placed on record. It
    refers to the property described as the said property admeasuring
    1911.32 sq.mtrs. out of the larger plot. It is recorded that the remaining
    portion of the plot, admeasuring 903.06 sq. mtrs, on which building
    No.3 was standing, belongs to the appellant. The first schedule
    describes the larger property admeasuring 2814.38 sq. mtrs. (which
    includes the setback area) and the second schedule describes the
    area of 1911.32 sq. mtrs. Clause No.36 of the agreement is the
    relevant clause which deals with the execution of the conveyance.
    The relevant portion of the clause reads thus:
           “……the Developer shall execute a Conveyance in
           respect of the said Property in favour of such Co-
           operative Society subject to the said Deed of Lease
           dated 16th day of July, 1991 in respect of Arun’s
           property in favour of Arun Hiralal Shah H.U.F. and/
           or his nominee or nominees as aforesaid. Until the
           execution of the Conveyance the possession of the said
           Property in the said Building and the Premises thereon shall
           be deemed to be of the Developers and the Purchasers
           who shall have been given possession of the premises
           sold to him/her/them shall be merely occupants thereof.”
                                                    (emphasis added)

27. At this stage, we may also refer to the deed of dissolution dated
    13th February 1987 (‘the deed of dissolution’). Arun Hiralal Shah, the
    erstwhile Karta of the appellant, is a party to the said dissolution
    deed. Clause 3 thereof reads thus :
           “3. On such Dissolution the portion of the said property
           shown in verged blue colour line on the said plan with right
           to develop the same is allotted to Lalbhai being the party of
           the First Part as the Manager and Karta of Lalbhai Hiralal
           Shah H.U.F. The remaining portion of the said property
           being building marked No. 3 on the said plan Exhibit “A”
           hereto and assessed to tax by the Municipal Corporation of
           Greater Bombay vide No. KW-8653 (3) which is let out to
[2025] 4 S.C.R.                                                          1367

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

           Bank of Baroda, Post Office, a Shop and other residential
           Tenants, as per the particulars given in Exhibit ‘B’ hereto
           and the land surrounding it and shown in verged yellow
           line on the said plan is allotted to Arun being the Party of
           the Third Part as the Karta and Manager of Arun Hiralal
           Shah, H.U.F.”
28. There is no dispute about the execution of the deed of dissolution.
    There is no dispute that the area allotted to Lalbhai for development
    is separate and distinct from the area allotted to Arun. The area
    allotted to Lalbhai is 1911.32 sq mtrs. (the Lalbhai plot) out of final
    plot No.61, which includes the area of the road set back admeasuring
    131.40 sq mtrs. The remaining area of 903.06 sq mtrs. (the Arun
    plot) was allotted to Arun representing HUF out of the final plot No.61
    on which building No.3 has been standing. The deed of dissolution
    specifically provides that the said area allotted to Arun as the Karta
    and manager of Arun Hiralal Shah HUF (the appellant) has been
    shown on the plan annexed to the deed of dissolution. It consists
    of the building marked as building No.3 and the surrounding land
    shown in yellow lines. The deed of dissolution and in particular
    sub-clause (f) of clause 8 clearly provides that Arun, representing
    the appellant HUF, shall be entitled to reconstruct the structure or
    structures in place of building No.3 and consume Floor Space Index
    (for short ‘FSI’) to the extent of 9717 sq.ft. Sub-clause (a) of Clause
    8 provides that the remaining FSI available in respect of the entire
    final plot admeasuring 2814.38 sq.mtrs. (Lalbhai plot) shall be utilised
    by Lalbhai. Sub-clause (g) of clause 8 also provides that in case of a
    future increase in FSI, 32% of it shall be owned by Arun, representing
    the HUF, and the remaining FSI shall be utilised by Lalbhai. There
    is one important clause incorporated in the deed of dissolution in
    the form of sub-clause (h) of Clause 8. Sub-clause (h) reads thus:
           “h) that Lalbhai in the process of his business as
           developer and dealer in real estates and consequent
           upon the construction of the new building conveys the
           property more particular description of the property is as
           per Schedule of the property hereunder written, to a Co-
           operative Society and/or similar body Lalbhai and/or the
           Co-operative Society or similar body shall execute a
           Lease in perpetuity in favour of Arun at the cost of
           Arun including the cost of stamp and registration
1368                                                         [2025] 4 S.C.R.

                         Supreme Court Reports


           charges at the yearly lease rent of Re.1/- in respect of
           building No.3 together with the land underneath and
           shown under yellow verged line in the copy of the plan
           hereto annexed upon the terms and conditions as may
           be agreed and settled by the respective advocates of
           Arun and Lalbhai.”
                                                    (emphasis added)

29. The first part of clause (h) provides for Lalbhai executing a conveyance
    in respect of the property as per the schedule to a co-operative
    society. The property described in the schedule is the larger plot.
    The reason for providing the execution of conveyance in favour of
    a co-operative society in respect of the larger plot is apparent. The
    larger plot bearing the plot No.61 was not subdivided into the Arun
    plot and the Lalbhai plot in the records. Therefore, Lalbhai and Arun
    agreed to share the FSI, which may be available in future, to the
    extent of 68% and 32% respectively. This is why this clause provides
    for the execution of a lease in respect of the Arun plot in favour of
    Arun by Lalbhai or a cooperative society formed after the construction
    of new buildings by Lalbhai. This is to protect the interests of the
    appellant. Admittedly, the deed of dissolution has been signed by
    Arun in his capacity as Karta of Arun Hiralal Shah HUF. Therefore,
    the deed of dissolution and the aforesaid clause are binding on the
    present appellant.
30. Based on the deed of dissolution, a deed of partnership was executed
    by Lalbhai Hiralal Shah by which a firm, Avon Enterprises, the 10th
    respondent-developer, was formed. The said document clearly
    specifies that the partnership firm has the right over an area of 1823
    sq. mtrs. out of the larger plot bearing final plot No.61. It also records
    that the partners of the 10th respondent are aware that the remaining
    portion of the property on which building No.3 is standing as shown
    by yellow verged lines belongs to the present appellant and that 10th
    respondent will not have any claim over the same.
31. The said deed of partnership shows that the 10th respondent had
    no right over the property allotted to the appellant under the deed
    of dissolution. At this stage, we may note that in the FPAs for sale
    executed by the 10th respondent in favour of flat purchasers, there
    is a recital that the 10th respondent has executed a deed of lease
[2025] 4 S.C.R.                                                      1369

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

     dated 16th July 1991 in favour of the present appellant in respect
     of the area of 903.06 sq.mtrs. out of final plot No.61. Even in
     the application under Section 11(3) of the MOFA made by the 1st
     respondent, in paragraph 4, reliance was placed on the lease in
     perpetuity executed in favour of the appellant in respect of the Arun
     plot on 16th July 1991 by the 10th respondent. In the reply filed by
     the appellant, this fact is not denied. However, a copy of the lease
     is not placed on record.
32. The legal heirs of Arun, Lalbhai and Ranjit were the opponents to
    the application under Section 11(3) made by the 1st respondent. The
    prayer therein was for the execution of the conveyance in respect
    of the larger plot in favour of the 1st respondent. By the order dated
    18th September 2020 passed by the competent authority, a direction
    was issued in the exercise of powers under Section 11(3) of MOFA to
    grant ex parte deemed conveyance in favour of the first respondent
    society. A certificate of deemed conveyance was issued under the
    said order. The certificate records that the deemed conveyance
    shall be in respect of the entire larger plot bearing plot No.61
    (admeasuring 2753 sq.mtrs. as per the Property Register Card and
    2814.38 sq.mtrs. as per the Sanctioned Building Plan) subject to the
    first respondent executing a permanent lease deed in favour of the
    present appellant in respect of an area of 903.06 sq. mtrs. (Arun
    plot) as shown on the plan annexed to the FPAs executed by the
    10th respondent in favour of the flat purchasers. We have already
    referred to the deed of lease dated 16th July 1991 executed by the
    10th respondent in favour of the appellant in respect of the Arun plot.
    Therefore, the 10th respondent is the lessor of the appellant. Hence,
    the effect of the order dated 18th September 2020 is that there shall
    be a deemed conveyance in favour of the first respondent in respect
    of the entire larger plot (final plot no.61) subject to the condition of
    executing a permanent lease deed in favour of the appellant or its
    nominees in respect of an area of 903.06 sq. mtrs. (the Arun plot).
    This order appears to have been passed, as plot No.61 has not
    been subdivided into Lalbhai plot and Arun plot. Moreover, the 1st
    respondent, after a conveyance in its favour, steps into the shoes
    of the appellant’s lessor.
33. Some criticism is made by the appellant of the impugned order of the
    competent authority on the ground that the terms and conditions of the
    lease have not been incorporated in the order and the certificate, and
1370                                                         [2025] 4 S.C.R.

                         Supreme Court Reports


     therefore, the order is vague. We may note here that the impugned
     order of the competent authority refers to sub-clause (h) of clause 8
     of the deed of dissolution, which we have quoted earlier, and the
     fact that there was already a lease deed dated 16th July 1991 in
     favour of the present appellant. Therefore, it is obvious that the lease
     deed to be executed by the first respondent must be in terms of the
     deed of dissolution, which provides for the appellant’s entitlement
     to a specific FSI and percentage of additional FSI which may be
     available in future. Moreover, the lease to be executed will have to
     be in accordance with the terms and conditions of the lease deed
     dated 16th July 1991 and the deed of dissolution.
34. In view of the fact that sub-clause (h) of Clause 8 of the deed of
    dissolution is binding, the appellant cannot object to the condition of
    the first respondent executing a lease incorporated in the certificate.
    Sub-clause (h) itself provides for the Society of the flat purchasers
    after the construction of the building by Lalbhai executing a lease in
    favour of the appellant for yearly lease rent of Re.1. To protect the
    appellant’s interest, the impugned order of the competent authority
    dated 18th September 2020 and the certificate provide for the execution
    of a permanent lease in favour of the appellant. Thus, there will be
    a perpetual lease executed by the first respondent in favour of the
    appellant or its nominees in terms of sub-clause (h) of Clause 8 of
    the deed of dissolution and in terms of the lease deed dated 16th
    July 1991 at the instance of the appellant, no fault can be found
    with the order of the competent authority.
35. The MOFA is a beneficial legislation enacted to protect home
    buyers, considering the ever-increasing housing shortage in urban
    areas. The Legislature has noted the increasing malpractices by the
    developers. The provisions of Section 11 are for the benefit of the
    flat purchasers. In writ jurisdiction, the Court should not interfere with
    the order granting deemed conveyance under Section 11 (4), unless
    the order is manifestly illegal. The writ court should generally be slow
    in interfering with such orders. The reason is that, notwithstanding
    the order under Section 11(4), the remedy of aggrieved parties to
    file a civil suit remains open. In this case, substantial justice has
    been done by protecting the appellant’s rights as a perpetual lessee
    with a right to develop the Arun plot. Therefore, interference in writ
    jurisdiction was not warranted.
[2025] 4 S.C.R.                                                        1371

                     Arunkumar H Shah HUF v.
      Avon Arcade Premises Co-Operative Society Limited & Ors.

     CONCLUSIONS
36. As held earlier, there is no reason to find fault with the impugned
    order dated 18th September 2020 of the competent authority and
    consequently, the impugned order of the High Court. The registration
    of the certificate issued under the impugned order of the competent
    authority shall be subject to the condition of the first respondent
    executing a permanent lease in favour of the appellant, as directed in
    the certificate appended to the impugned order dated 18th September
    2020. The lease shall be on the terms and conditions incorporated
    in the deed of dissolution and the lease deed dated 16th July 1991.
    Even if such a lease is not executed in favour of the appellant, the
    rights of the appellant as a perpetual lessee under the deed dated
    16th July 1991 and under the deed of dissolution in respect of the
    Arun plot shall remain unaffected. The first respondent cannot dispute
    the appellant’s rights as a perpetual lessee.
37. Our conclusions on the interpretation of sub-sections (4) and (5) of
    Section 11 of the MOFA are as under:
     i.     It is no doubt true that quasi-judicial powers have been conferred
            on the competent authority while dealing with applications under
            Section 11(3) of the MOFA. However, proceedings before the
            competent authority under Section 11(3) are of a summary
            nature, as can be seen from the MOFA Rules. Therefore, the
            competent authority, while passing the final order, must record
            reasons;
     ii.    The competent authority, while following the summary procedure,
            cannot conclusively and finally decide the question of title.
            Therefore, notwithstanding the order under sub-section (4) of
            Section 11, the aggrieved parties can always maintain a civil
            suit for establishing their rights;
     iii.   The provisions of Section 11 are for the benefit of the flat
            purchasers. In writ jurisdiction, the Court should not interfere
            with the order granting deemed conveyance unless the same
            is manifestly illegal. The writ court should generally be slow in
            interfering with such orders. The reason is that, notwithstanding
            the order under Section 11(4), the remedy of aggrieved parties
            to file a civil suit remains open; and
1372                                                      [2025] 4 S.C.R.

                            Supreme Court Reports


    iv.     The registering officer has no power to sit in appeal over the
            order of the competent authority while exercising the power
            under Section 11(5). He can refuse registration only on the
            grounds indicated in paragraph 23 above and not beyond.
            Thus, the scope of the powers conferred on the registering
            officer is limited.
38. Subject to what is held in this judgment, the appeal is dismissed.
    There will be no order as to costs.

    Result of the case: Appeal dismissed.




    †
        Headnotes prepared by: Nidhi Jain