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Judgment
Regen Power Tech Private Limited (RPPL) was admitted into Corporate Insolvency Resolution Process (CIRP) by the order of this Tribunal dated 09.12.2019 passed in IBA/1099/2019 and one Mr. Ebenezer Inbaraj was appointed as the Interim Resolution Professional (IRP).
Regen Infrastructure and Services Private Limited ("RISPL") is a wholly owned subsidiary of M/s. Regen Powertech Private Limited ("RPPL"). RISPL was also admitted into Corporate Insolvency Resolution Process by this Tribunal vide its order dated 19.02.2020 passed in IBA/1424/2019 and one Ms. Renuka Devi Rangaswamy was appointed as Interim Resolution Professional.
During the CIRP, the customers of RISPL and RPPL and the RP of RISPL filed numerous applications seeking consolidation or simultaneous CIRP of both the Corporate Debtors viz. RPPL and RISPL. All these Applications came to be dismissed by this Tribunal by its common order dated 01.11.2021.
Thereafter, the Resolution Plan in respect of RPPL was approved by this Tribunal vide order dated 01.02.2022.
As against the aforesaid orders passed by this Tribunal, two appeals were filed before Hon'ble NCLAT;
Against the dismissal of consolidation of CIRP of both the Corporate Debtor viz. RPPL and RISPL; (Company Appeal (AT)(Ch)(Ins) No. 323 of 2021)
Against the approval of Resolution Plan of RPPL. (Company Appeal (AT)(Ch)(Ins) No. 94 of 2022)
The aforesaid Appeals came allowed by Hon'ble NCLAT vide its order dated 31.08.2023.
The Hon'ble NCLAT in Company Appeal (AT)(Ch)(Ins) No. 323 of 2021 while ordering for consolidation of CIRP of both the Corporate Debtors, has observed in para 88 as under;
88.Keeping in view that the parameters set out in 'Radico Khaitan Ltd. vs. BT & FC Pvt. Ltd. & 6 Ors. ' (Supra), 'Oase Asia Pacific Pte Limited Vs. Axis Bank and other Financial Creditors' (Supra) for Consolidation' with respect to common control, common directors, common liabilities, Interdependence and intricate links between the Companies (Para 58 of this Order) is largely and satisfactorily met; RPPL and RISPL can be treated as a single economic unit; the approval by CoC of RISPL, and having regard to the Report of the Mediator, Hon'ble Justice K. Kannan, appointed by the Adjudicating Authority', the recommendations dated 23/09/2019 of the WG constituted by IBBI; the extract of the Executive Summary dated 18/01/2023, published by the Ministry of Corporate Affairs, this Tribunal is of the considered view that Consolidation of the CIRPS be allowed and the Impugned Order of the 'Adjudicating Authority' dated 01/11/2021 is set aside. Needless to add, it is reiterated that this Tribunal, has not made any observations on the merits of the Claims' or as to whether some of the Appellants are 'Financial Creditors' or comment on the eligibility of the Appellants, in Company Appeal (AT) (CH) (Ins) No. 104/2022, who had submitted that they are ready to submit a consolidated bid for both RPPL and RISPL.
The Hon'ble NCLAT in Company Appeal (AT)(Ins) No. 94 of 2022 while setting aside the Resolution Plan of RPPL, has observed in para 2 as follows;
2.Needless to add, as 'Consolidation' has already been allowed by this Tribunal, consequently, the approval of the Resolution Plan is set aside. However, it is open to the Resolution Applicant to submit a Consolidated Plan, if so desired, before the CoC for approval and the Consolidated CoC shall proceed in accordance with Law. Having regard to the fact that considerable time has been lost, and that IBC is a time bound process, it is requested that the 'Adjudicating Authority' shall complete the process as expeditiously as practicable and as provided for under the 'Code. It is made clear that this Tribunal has not given any findings on whether prior approval of the 'Competition Commission of India' is necessary under the Competition Act, 2002, to be taken by the Resolution Applicant'; whether there were any violations of the Provisions of Section 30(2) (e) of the Code; whether process under Section 61 (3) has been given a go-by or whether all the Stakeholders' interests have been taken care of. To reiterate, this Tribunal has not expressed any view on the merits of the Resolution Plan or made any observation regarding the conduct of the Resolution Professional.
A perusal of the aforesaid two orders passed by the Hon'ble NCLAT would manifest the fact that the Hon'ble NCLAT has directed the consolidated CoC to proceed in accordance with law and has also directed this Tribunal to complete the process as expeditiously as practicable and as provided for under the Code.
The Learned Senior Counsel for the RP of RPPL has filed a memo indicating the details of the claim received from RPPL and RISPL. The same is extracted hereunder;
Table: 1
| CLAIMS ADMITTED RPPL | |
|---|---|
| Name of the Financial Creditor | Admitted Claim (Amount in Rs.) |
| State Bank of India | 802,53,76,258.00 |
| Canara Bank | 288,23,63,476.00 |
| Axis Bank | 125,68,66,009.00 |
| Indian Overseas Bank | 77,26,59,307.00 |
| Standard Chartered Bank | 12,67,74,320.00 |
| TOTAL | 1306,40,39,370.00 |
Table: 2
| CLAIMS ADMITTED RISPL | |
|---|---|
| Name of the Financial Creditor | Admitted Claim (Amount in Rs.) |
| Asset Reconstruction Company (India) Limited | 249,19,47,962.00 |
| L&T Investment Partner | 72,92,06,471.00 |
| State Bank of India | 32,49,90,041.00 |
| TOTAL | 354,6144,474.00 |
Further, in the memo filed by the Learned Senior Counsel for the RP of RPPL, he has indicated the list of Consolidated Claims admitted as of date in both RPPL and RISPL, which are as follows;
Table: 3
| DETAILS OF THE PROPOSED CONSOLIDATED COC OF RPPL & RISPL | ||
| Name of the Financial Creditor | Admitted Claim (Amount in Rs.) | Voting Share |
| State Bank of India | 836,03,66,299.00 | 50% |
| Canara Bank | 288,23,63,476.00 | 17% |
| Axis Bank | 125,68,66,009.00 | 8% |
| Indian Overseas Bank | 77,26,59,307.00 | 5% |
| Standard Chartered Bank | 12,67,74,320.00 | 1% |
| Asset Reconstruction Company (India) Limited | 249,19,47,962.00 | 15% |
| L&T Investment Partner | 72,92,06,471.00 | 4% |
| TOTAL | 1661,01,83,844.00 | 100% |
Thus, by taking into consideration the facts and circumstances of the present case and also the directions of the Hon'ble NCLAT, we order as under;
The CoC of RPPL and RISPL shall be consolidated as extracted in Table 3 above.
Ms. Renuka Devi Rangaswamy is appointed as the Resolution Professional of both the Corporate Debtors viz. RPPL and RISPL to conduct the meeting of the consolidated CoC.
The RP shall call in for a Consolidated CoC meeting within a period of 7 days from the date of this order.
In the (1^{\text{st}}) meeting, it is open for the consolidated CoC either to continue with the said RP or to change the RP in terms of Section 27 of IBC, 2016.
The RP shall report the outcome of the consolidated meeting of the CoC by way of a memo along with the minutes, before the next date of hearing.
List this matter for hearing on 31.10.2023.