'Builder Cannot Indefinitely Delay Executing A Conveyance Deed In Favour Of A Housing Society': Bombay HC

Mumbai, Feb 19: The Bombay High Court has ruled that a builder cannot indefinitely delay executing a conveyance deed in favour of a housing society by citing pending future development or unutilised Floor Space Index (FSI).

Justice Amit Borkar held that once the statutory conditions under the Maharashtra Ownership Flats Act (MOFA) are fulfilled, the right of the society to obtain conveyance crystallises and cannot be postponed by contractual clauses.

Society challenges rejection of deemed conveyance

The court was hearing a petition filed by Mahalaxmi City (Type D) Cooperative Housing Society in Navi Mumbai challenging a November 2025 order of the Deputy Registrar of Cooperative Societies.

The Deputy Registrar had rejected the society’s plea for deemed conveyance on the ground that the project was incomplete and that 1,226 square metres of balance FSI remained with the promoter for future development.

The society, registered in 2019, relied on the occupancy certificate (OC) to contend that construction of its building was complete and that flat purchasers had been in possession since 2016.

The High Court also noted that a MahaRERA entry recording 100% completion lends assurance that the building is complete and “cannot be lightly ignored”.

Court directs grant of deemed conveyance

Allowing the petition, the court directed that unilateral deemed conveyance be granted to the society. It clarified that deemed conveyance is a statutory mechanism to transfer title — including land and structures — to a society when a builder fails to execute the conveyance deed within the prescribed time after grant of an OC.

Rejecting the promoter’s reliance on contractual clauses that postponed conveyance until completion of the larger layout, Justice Borkar observed, “If clauses postponing conveyance were to be enforced, the promoter could indefinitely delay transfer by referring to some future plan, additional FSI, or a proposed phase that may or may not materialise. The law does not contemplate such a situation.”

Planning issues no ground to deny rights

The builder had also argued that the land falls within the Navi Mumbai Airport Influence Notified Area (NAINA), causing delays. The court said such planning issues may affect future development but do not “extinguish or suspend the rights” that accrued to the society under MOFA.

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The judge further clarified, “Even if balance FSI exists on paper, it does not by itself negate the completion of the constructed buildings or the society’s right to conveyance.”

Emphasising the statutory nature of the obligation, the court added that “contractual promises cannot be treated as a licence to withhold conveyance at will” and that a private agreement cannot override a public law mandate.

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