2019 (10) TMI 1501 - AT - Companies Law

Operational mis-management - takeover of company - Section 241(2) of the Companies Act, 2013 - HELD THAT - The two Companies namely 'GIMCO' and 'Sealand Ports' are also the group companies of the 'Infrastructure Leasing and Financial Services Ltd.' and those entities have been marked as red entities. In the circumstances, the Applicant is allowed to bring the aforesaid fact to the notice of the concerned Board of Directors who are considering the same. It will also be open to them to ask for interim stay from the Board of Directors to enable the Appellant for better proposal to raise more amount than the amount which can be raised on sale/transfer. Termination of Concession Agreement between NHAI and Fagne Songadh Expressway Limited which was reached for execution of Fagne Songadh Expressway Limited. - HELD THAT - In the present case as the matter is being looked into by the Board of Directors and Committee constituted for individual group companies including two Expressway Ltd. including 'Fagne Songadh Expressway Limited', we are not inclined to deliberate on the issue, however, we are giving liberty to the Appellant to bring the facts to the notice of Board of Directors of 'ILFS' and Committee if constituted that it has already filed the 'Resolution Plan' which is viable and feasible and for the said purpose, it is desirable to continue with the 'Concession Agreement'. Application disposed off.

Summary

Issues:
1. Application for impleading party and passing appropriate order.
2. Application for takeover of companies and restraining disposal of assets.
3. Application for calling Applicant to Committee of Creditors meeting.
4. Application for direction not to terminate Concession Agreement.

Issue 1 - Application for Impleading Party and Passing Appropriate Order:
The Appellate Tribunal considered applications by various entities to implead 'Gujarat Urja Vikas Nigam Limited' as a party respondent in the main petition. The applications were withdrawn as the applicants were no longer subsidiaries of 'Infrastructure Leasing and Financial Services Ltd.' The Tribunal allowed the withdrawal with liberty to move before the appropriate forum.

Issue 2 - Application for Takeover of Companies and Restraining Disposal of Assets:
An application was filed by 'SREI Infrastructure Finance Ltd.' to take over 'GIMCO' and 'Sealand Ports Private Limited' and to prevent them from disposing of assets. The Tribunal refrained from deciding individual applications on merit due to the ongoing matter related to operational mismanagement in 'Infrastructure Leasing and Financial Services Ltd.' The applicant was permitted to inform the concerned Board of Directors about the ownership status and seek interim relief if necessary.

Issue 3 - Application for Calling Applicant to Committee of Creditors Meeting:
Another application by 'SREI Infrastructure Finance Ltd.' sought direction to be called to the meeting of the 'Committee of Creditors' regarding 'CNTL'. The Tribunal declined to issue a direction as the status of the applicant as a 'Financial Creditor' was unclear. The applicant was advised to bring this to the notice of the Board of Directors for consideration.

Issue 4 - Application for Direction Not to Terminate Concession Agreement:
The final application requested direction not to terminate the Concession Agreement between 'NHAI' and 'Fagne Songadh Expressway Limited'. The Tribunal decided not to deliberate on the issue, allowing the appellant to inform the Board of Directors of 'ILFS' about the 'Resolution Plan' and the importance of continuing the Concession Agreement. The Board of Directors was directed to consider the matter in accordance with the law and previous orders of the Appellate Tribunal.

This detailed analysis covers the various applications and decisions made by the Appellate Tribunal concerning impleading parties, takeover of companies, creditors' meetings, and the termination of agreements.