Resolving Conveyance obligations under RERA retroactively

INTRODUCTION

The Maharashtra legislature has enacted the Maharashtra Ownership Flats Act, 1963Amendment Act, 2025 (“Amendment”) with retrospective effect from 1^st May 2016, marking a significant development in the interplay between the Maharashtra Ownership Flats Act, 1963 (“MOFA”) and the Real Estate (Regulation and Development) Act, 2016 (“RERA”).

MOFA was enacted to regulate, the promotion of construction, sale, management and transfer of flats on ownership basis, in the State of Maharashtra. Its framework applies to promoters and flat purchasers and, amongst other things, it regulates disclosures by promoters, execution and registration of agreements for sale, maintenance of separate accounts, formation of co-operative societies or other legal entities, and the promoter’s obligation to convey title in favour of the flat purchasers’ organisation.

With the coming into force of RERA, real estate projects became subject to a more comprehensive regulatory framework governing registration, disclosures, timelines, escrow discipline, possession and conveyance obligations. RERA operates in addition to, and not in derogation of, other laws. The issue was not whether MOFA and RERA could co-exist, but the extent to which MOFA remedies, particularly the deemed conveyance mechanism, continued to remain available for RERA-registered projects.

At its core, the Amendment legislatively validates and institutionalises unilateral deemed conveyance for RERA-registered projects, by removing interpretational conflicts, and significantly improves title certainty and redevelopment viability for housing societies.

Amendment seeks to resolve the ambiguity regarding conveyance obligations in RERA registered projects, particularly addressing the issue of unilateral deemed conveyance and retrospectively validating actions already taken by Competent Authorities.

PRE- AMENDMENT STATUS

Prior to this Amendment, a structural ambiguity existed:

MOFA (Section 11) created a clear obligation on promoters to convey title and enabled deemed conveyance through Competent Authority.
RERA (Section 17) similarly imposed conveyance obligations but did not provide an effective enforcement mechanism equivalent to unilateral deemed conveyance.
Section 88 of RERA stated that RERA is in addition to, and not in derogation of other laws, leading to interpretational divergence.

In Jayantilal Investments v. Madhuvihar Co-operative Housing Society[1], the Supreme Court held that a promoter’s development rights under MOFA must be balanced with statutory obligations to make full and true disclosure, to form the society and convey title. The judgment supports the position that future development potential cannot be used to indefinitely delay conveyance.

THE AMBIGUITY CAUSED BY THE PRE-AMENDMENT STATUS

Once a project is registered under RERA, MOFA ceases to apply entirely. Therefore, no unilateral deemed conveyance mechanism exists. As a result, societies were left remediless despite completed possession.

This led to litigation before Competent Authorities, Co-operative Courts, and High Courts and leading to further delays in redevelopment of ageing societies.

In Flagship Infrastructure Limited V. Registrar of Cooperative Societies[2], the Bombay High Court held that MOFA’s obligation to convey title is mandatory and prevails over Maharashtra Regional and Town Planning (“MRTP”) permissions and RERA-based arguments, meaning promoters cannot delay conveyance once a society is formed despite township timelines. The Court reaffirmed that MOFA, being a special welfare legislation, overrides other statutes in ensuring timely transfer of title to flat purchasers. Accordingly, deemed conveyance granted to the society was upheld, except to the limited extent of Floor Space Index (“FSI”)-related relief.

In Jai Ram Krishna Co-operative Housing Society Ltd. v. District Deputy Registrar,

Co-operative Societies, Thane & Ors.[3], the Bombay High Court held that deemed conveyance must be decided on the basis of MOFA agreements, sanctioned plans and project documents. It further held that later revenue entries cannot defeat the society’s entitlement to conveyance of project land once the building is complete and the society is formed.

RESOLVING THE AMBIGUITY:

The Amendment addresses structural and practical inefficiencies:

Harmonisation of MOFA and RERA

The Amendment clarifies that RERA governs the substantive framework, but MOFA continues to provide procedural enforcement tools, especially for conveyance.

Recognition of Section 88 of RERA

The Amendment reinforces that RERA is supplemental, not exclusionary, thereby validating continued reliance on MOFA remedies.

Legislative Endorsement of Administrative Practice
1. Competent Authorities had, in practice, already been granting deemed conveyance in RERA projects.
2. The Amendment now retrospectively legitimises this practice, reducing litigation risk.
Unlocking Redevelopment Potential
1. Lack of conveyance was the single biggest barrier to:
  1. cluster redevelopment,
  2. Slum Rehabilitation Authority (“SRA”) transitions,
  3. monetisation of additional FSI.

Therefore, the Amendment acts as a Retrospective Cure to prevent reopening of thousands of registered deemed conveyances, pending enforcement actions.

KEY LEGISLATIVE CHANGES

Limited Applicability of MOFA to RERA Projects

A new Section 1A has been added, clarifying that:

MOFA will not apply to real estate projects governed by RERA;
However, select provisions of MOFA are preserved, including:
1. Sections 5A (Competent Authority), 11A (new – deemed conveyance), 13B, 13C, 13D, and provisions relating to the Competent Authority.

While MOFA continues to provide procedural and remedial support, especially in conveyancing, RERA will govern the substantive framework.

Insertion of Section 11A – Deemed Conveyance under RERA Projects
Where a promoter of a RERA-registered project fails to execute conveyance under Section 17 of RERA and Rule 9 of Maharashtra RERA Rules, 2017, the allottee or association of allottees:
1. Are entitled to unilateral deemed conveyance, and
2. Now, can apply to the MOFA Competent Authority following Section 11(3) procedure.
Sections 11(4), 11(5) and related deemed conveyance provisions apply mutatis mutandis.
Validation and Saving Clause (Section 5 of the Amendment Act)
Overrides any judgment, decree or order to the contrary.
Validates retrospectively:
1. Notifications, orders, circulars, rules,
2. Deemed conveyances already executed and registered,
3. Proceedings and actions taken by Competent Authorities or Society Registration Officers.

This effectively bars any suit or proceeding challenging deemed conveyance on the ground that MOFA earlier did not expressly cover RERA projects.

Power to Remove Difficulties (Section 6)
State Government empowered to issue orders to remove implementation difficulties.
Power limited to two years from commencement.
Orders to be laid before the State Legislature.

In effect, the Amendment brings the much needed clarity by way of a statutory certainty to an area that had remained unsettled since the introduction of RERA. It confirms that while RERA governs the substantive regulatory regime for registered projects, MOFA continues to supply the procedural route for enforcing conveyance where promoters fail to comply with their obligations. This strengthens housing societies’ ability to secure title, reduces avoidable litigation, and supports redevelopment by removing a recurring objection raised by promoters. Consequently, the argument that MOFA ceases to have any role once a project is registered under RERA is now substantially neutralised with retrospective effect.

Authors:

Apurva Kanvinde

Partner, Juris Corp

Email: [email protected]

Palak Nenwani

Associate Partner, Juris Corp

Email: [email protected]

Viidhi Chopra

Senior Associate, Juris Corp

Email: [email protected]

[1] MANU/SC/7012/2007

[2] 2025 SCC OnLine Bom 1240