J. Phanikumar vs Infrastructure Leasing & Financial ...

Mr. J Phanikumar & Ors. ....Appellants Vs. Infrastructure Leasing & Financial Services Ltd. & ...Respondents Ors. For Applicants: Mr. Angad Mehta, Mr. Narendar Naik, Advocates.

For Respondents: Mr. Raunak Dhillon, Mr. Adarsh Saxena, Mr. Shubhankar Jain, Ms. Ritu Vishwakarma, Ms. Drishti Das, Mr. Yash Johri, Mr. Abhijeet Das, Mr. Vikash Kumar Jha, Ms. Isha Malik, Mr. Nihaad Dewan, Advocates for R1. Mr. Gaurav Juneja, Mr. Arijit Oswal, Advocates for R3-5

ORDER

(Through Virtual Mode)

22.03.2022: Heard Learned Counsel for the Appellant and Learned

Counsel for the Respondents.

2. This Appeal has been filed against the order dated 02.02.2021 passed

by the National Company Law Tribunal, Mumbai Bench, Court No.1, by which

the Tribunal has granted approval to the Resolution Plan as per the direction

issued by the Tribunal dated 01.10.2018 and the Resolution Framework as

was directed to be followed by this Appellate Tribunal order dated 11.01.2019

in Company Appeal (AT) No. 346 of 2018. The Appellants are Promoters of

'RDF Power Projects Ltd.' (RDF). IEISL held 76.98% shareholding and 2

Appellants shareholders held the share to the extent of 17.7%. Under the

Resolution Framework, the Resolution Plan which was submitted by

Respondent No.4 was approved by the Board of Directors and thereafter the

same also received the approval by Justice D.K Jain's order dated 24.08.2020

and after the said approval, the Tribunal by impugned order has also approved

the Resolution Plan.

3. Shri Raunak Dhillon, Learned Counsel appearing for the Respondent

submits that in pursuance of the order dated 02.02.2021 all steps regarding

implementation of the plan have been taken.

4. Learned Counsel for the Appellants submits that although the

subsidiary held 76.98% shareholding and that can be transferred but now the

Respondent No.4 is asking to infuse more equity share by the Appellant

reducing the value of the share of the Appellant.

5. We have considered the submissions of the Learned Counsel for the

parties and have perused the record.

6. The order of the Tribunal noticed in detail the various steps taken in

pursuance of the Resolution Framework which was approved by this Appellate

Tribunal in Company Appeal (AT) No. 346 of 2018 and in Company Appeal

(AT) No. 347 of 2018. According to the Resolution Framework, the Resolution

Plan was submitted which passed through different stages as was

contemplated in Resolution Framework and after approval of the Board of

Directors, an Application was filed before Justice D.K Jain (Retd.) seeking

approval of the sale of the Applicant's and IL&FS Employees Welfare Trust's

Comp. App. (AT) No. 38 of 2022 3

shareholding in IEISL which was also approved on 24.08.2020. In paras 33

and 34 of the impugned order, following has been noticed:-

"33. The Applicant filed an application on July 18, 2020 before the Hon'ble Justice D.K. Jain (Retd.) seeking his approval for the sale of the Applicant's and IL&FS Employee Welfare Trust's shareholding in IEISL and consequently in each of the Specified Environment Entities. Subsequently, the Applicant filed a supplemental application on August 14, 2020 before Hon'ble Justice D.K. Jain (Retd.) seeking his approval for the acquisition of the 100% shares held by IEISL in TEL and UWPCL by the Applicant.

34. By letter dated August 24, 2020, the Hon'ble (Retd.) Justice D.K. Jain (Retd.) approved:

a. the sale of 100% of the shareholding of the Applicant and IL&FS Employee Welfare Trust in IEISL and consequently each of the Specified Environment Entities held by IEISL to ERMPL;

and

b. the acquisition of the 100% of the shareholding of TEL and UWPSL held by IEISL by the Applicant for a nominal sum of INR 1/-;

subject inter alia to the approval by this Tribunal."

7. After receipt of the approval by Justice D.K Jain (Retd.), approval

application was filed before the Adjudicating Authority which ultimately was

approved by the impugned order. All steps of the Resolution Plan have been

implemented.

Comp. App. (AT) No. 38 of 2022 4

8. One of the submissions which was sought to be raised by Learned

Counsel for the Appellant was that an amount of Rs.20 Crores was the

purchase consideration. As per H-1 bid, the purchase consideration was the

subject matter of consideration before the Board of Directors as well as Justice

D.K Jain (Retd.) which was approved. We are of the view that in exercise of our

limited jurisdiction of the judicial review of an order of approval of the

Resolution Plan, we see no reason to interfere with the order of approval of the

Resolution Plan by the Adjudicating Authority, which got approval of each

stage of Resolution Framework. We thus, are of the view that no grounds have

been made to interfere with the impugned order in this Appeal. We, however,

observe that as far as inter se issues between the Appellants and the

Respondent No.4 are concerned, it is always open for the Appellant to take

such remedy as available in law.

9. With these observations, the Appeal is dismissed.

[Justice Ashok Bhushan] Chairperson

[Dr. Alok Srivastava] Member (Technical)

[Shreesha Merla] Member (Technical)

Anjali/nn

Comp. App. (AT) No. 38 of 2022