2019 (10) TMI 1502 - AT - Companies Law

Operational mis-management - red entities - 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 - 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 - application disposed off. Seeking direction to Infrastructure Leasing and Financial Services Ltd. to call the Applicant to the meeting of the Committee of Creditors to discuss the deliberation and resolution of CNTL - HELD THAT - If the Appellant SREI Infrastructure Finance Ltd. has been accepted as Financial Creditor or secured creditor, it may bring the same to the notice of the Board of Directors who may consider the same and decide as to whether their information is required for deliberation with regard to resolution of CNTL . If such application is filed, the Board of Directors will pass appropriate order on the same in accordance with law and if it necessary, to take up the matter with the Hon ble Justice (Retd.) Mr. D.K. Jain who is supervising the matter - Application disposed off. 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. Applications by Lalpur Wind Energy Private Limited, Rated Wind Power Private Limited, and Khandke Wind Energy Private Limited to implead Gujarat Urja Vikas Nigam Limited.
2. Application by SREI Infrastructure Finance Ltd. to take over GIMCO and Sealand Ports Private Limited.
3. Application by SREI Infrastructure Finance Ltd. to call for a meeting of the Committee of Creditors.
4. Appeal by SREI Infrastructure Finance Ltd. regarding the Concession Agreement between NHAI and Fagne Songadh Expressway Limited.

1. Applications by Lalpur Wind Energy Private Limited, Rated Wind Power Private Limited, and Khandke Wind Energy Private Limited:
The applications sought to implead Gujarat Urja Vikas Nigam Limited as a party respondent in the main petition. The Appellant's counsel stated that due to the Applicants ceasing to be subsidiaries of Infrastructure Leasing and Financial Services Ltd., they wished to withdraw the applications to approach the appropriate forum. The prayer was allowed, and the applications were disposed of with liberty for the Appellant to move before the suitable forum.

2. Application by SREI Infrastructure Finance Ltd. to take over GIMCO and Sealand Ports Private Limited:
SREI Infrastructure Finance Ltd. filed an application to take over GIMCO and Sealand Ports Private Limited, requesting the necessary changes in the companies' records to reflect the set-off of loans owed to the Applicant. The Tribunal declined to decide on individual applications' merits due to the matter concerning operational mismanagement under Section 241(2) of the Companies Act, 2013, related to Infrastructure Leasing and Financial Services Ltd. The Applicant was permitted to inform the concerned Board of Directors about the companies' status and seek interim relief if required.

3. Application by SREI Infrastructure Finance Ltd. to call for a meeting of the Committee of Creditors:
SREI Infrastructure Finance Ltd. sought a direction for Infrastructure Leasing and Financial Services Ltd. to call the Applicant to the Committee of Creditors' meeting regarding the resolution of CNTL. The Tribunal refrained from issuing any direction as the acceptance of the Applicant as a Financial Creditor was unclear. The Applicant was advised to bring the matter to the Board of Directors' attention for appropriate consideration.

4. Appeal by SREI Infrastructure Finance Ltd. regarding the Concession Agreement:
SREI Infrastructure Finance Ltd. appealed for a direction to prevent the termination of the Concession Agreement between NHAI and Fagne Songadh Expressway Limited and to present the Resolution Plan. The Tribunal decided not to deliberate on the issue as it was under the Board of Directors' scrutiny. The Appellant was given liberty to inform the Board of Directors about the Resolution Plan and the need to continue with the Concession Agreement, for further consideration in accordance with the law and previous orders of the Appellate Tribunal.