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TMI Blog2018 (6) TMI 846X X X X Extracts X X X X X X X X Extracts X X X X ..... part of the Videocon Group having business of manufacturing, assembling, marketing and distribution of Consumer Electronics and Home Appliances. It is informed that the Subsidiaries of the Group are also in the business of Oil and Gas. Videocon Group was founded in the year 1984 by Late Shri Nandlal Madhavrao Dhoot. Stating the background of the Group, it is informed that the Company had started business from Marathwada Region and presently expanded across India and in other countries as well. Earlier Videocon Group was in the business of manufacturing of Television but later on diversified the business in Telecom, Oil and Gas etc. The Group is a Listed Company on National Stock Exchange as well as Bombay Stock Exchange. The Promotors are holding about 62.37% shareholding. 3. It is informed that for the purpose of diversification of the business, the Videocon Group had availed several financial Facilities from various Banks. A 'Consortium' of Bankers have granted Loan facilities constituting several Banks wherein SBI is a Lead Bank. The Joint Lenders Forum (JLF) rendered several types of 'Financial Debt' facilities to the Petitioner. 4. The details of various kinds of 'Financial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... chedule I to the Working Capital Facility Agreement (The above mentioned facilities granted to the Corporate Debtor by SBH are collectively referred to as the SBH Facilities" Total debt granted to the Corporate Debtor under the SBH Facilities: Rs. 383 Crores (Rupees Three Hundred and Eighty Three Crores Only) By SBM: Fund based facilities (1) Rupee term loan to the tune of Rs. 250 Crores (Rupees Two Hundred Fifty Crores Only) ("SBM RTL"), as set out in Schedule I to the RTL Agreement. (2) Further, a working capita! term loan to the limit of Rs. 92 Crores (Rupees Ninety Two Crores Only) (SBM Working Capital Facility") was made available to the Corporate Debtor comprising of fund based facility to the tune of Rs. 32.50 Crores (Rupees Thirty Two Crores and Fifty Lakhs Only) and non-fund based facilities being letter of credit facility of Rs. 57.50 crores (Rupees Fifty Seven Crores and Fifty Lakhs Only) and bank guarantee facility of Rs. 2 crores (Rupees Two Crores Only) as specified in Schedule I to the Working Capita! Facility Agreement (The above mentioned facilities granted to the Corporate Debtor by SBM are collectively referred to as the "SBM Facilities") Total debt grant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Debt granted and Dates of Disbursements under Facilities S. No. Facility Disbursed amount (in Crores) O/s as on 27.12.2017 (in crores) Date of Disbursement Comments SBI Facilities 1 SBI RTL facility 2072.00 Principal: 1947.58 22.11.2012 1st disbursement was done on 22.11.2012 and remaining amount in multiple tranches Interest: 259.77 Total: 2207.35 2 SBI WCTL facility - Cash Credit-I 161.50 Principal: 315.04 31.07.1995 Facilities were renewed on 04.01.2017 Interest: 35.23 Total: 350.27 3 SBI WCTL facility - Cash Credit-II 1.00 Principal: 0.98 31.07.1995 Facilities were renewed on 04.01.2017 Interest: 0.10 Total: 1.08 4 SBI WCTL facility -LC Facility 287.50 239.58 31.07.1995 Facilities were renewed on 04.01.2017 5 SBI WCTL facility - BG Facility 10.00 11.56 31.07.1995 Facilities were renewed on 04.01.2017 Balance above BG limit are against 100% cash margin. 6 SBI WCTL facility - CEL Facility 60.00 2.23 31.07.1995 Facilities were renewed on 04.01.2017 Balance above BG limit are against 100% cas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it Facility 31.00 Principal: 57.07 24.11.2005 Facilities were renewed on 20.01.2016 Interest: 7.09 Total: 64.16 3 SBP WCTL facility - LC Facility 52.00 24.11.2005 Facilities were renewed on 20.01.2016 4 SBP WCTL facility - BG Facility 2.00 24.11.2005 Facilities were renewed on 20.01.2016 Total 130.85 112.82 SBT Facility 1 SBT RTL Facility 200.00 Principal: 188.12 20.09.2012 Interest: 25.54 Total: 213.66 Total 200.00 213.66 Grand total (SBI and Associate Bank Facilities) 3747.85 3961.56 4.2 Further informed that the 'Corporate Debtor' had issued following Corporate Guarantees:- In addition to the aforesaid, the Corporate Debtor has issued the following corporate guarantees: (1) Corporate guarantee dated March 30, 2017 in relation to obligations of Videocon Oil Ventures Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of default under this facility was May 01, 2017. Amounts and dates of default under the SBH Facilities: (1) The amount in default under the SBH RTL facility as on December 27, 2017 is Rs. 46.50 crores (Rupees Forty Six Crores and Fifty Lakhs Only) out of which the total principal amount defaulted as on December 27, 2017 is Rs. 5.63 crores (Rupees Fife (sic) Crores and Sixty Three Lakhs Only). The first date of default under this facility was May 01, 2016. 2) The amount in default under the SBH Working Capital Facility facility (sic) as on December 27, 2017 isRs. 7.60 Crores (Rupees Seven Croresand Sixty Lakhs Only). The first date of default under mis facility was May 01, 2017. Amounts and dates of default under the SBM Facilities: 1) The amount in default under the SBM RTL facility as on December 27, 2017 is Rs. 36.22 Crores (Rupees Thirty Six Crores and Twenty Two Lakhs Only) out of which the total principal amount defaulted as on December 27, 2017 is Rs. 4.69 Crores (Rupees Four Crores and Sixty Nine Lakhs Only). The first date of default under this facility was May 01, 2016. 2) The amount in default under the SBM Working Capital Facility facility (sic) as on December 27 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orate Debtor to make the payment under 'RTL Agreement' and 'Debt' in respect of Working Capital Facility. It was communicated by the Lenders to the Defaulter that the Accounts be regularised urgently, but the default continued. 4.5 That the Compilation contains 'Rupee Term Loan Agreement' ( RTL ) dated 08.08.2012 executed by the Group of Companies in the capacity of "Co-obligor/Obligors", as many as 13 in number, as a Party of the One Part and Videocon Industries has also signed the said Agreement in the capacity of "Obligor Agent". On the Other Part, several Banks have signed the said Agreement as "Lenders/Facility Agent" as Parties of the Other Part. Under the heading "Obligations of the Obligors", it was provided that each Obligor or Co-Obligor shall be liable jointly or severally for all the obligations and liabilities to secure the Lenders. 4.6 That in the voluminous compilation the Petitioner has annexed copies of 'Supplemental Working Capital Consortium Agreement', 'Corporate Guarantee Agreement' and copies of' Rupee Facility Agreement' to demonstrate that the Corporate Debtor had accepted the liability of JLF by signing all those Agreements. 4.7 That the Compilation cont ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Insolvency Proceedings in respect of a defaulting Company. In the Writ Petition, therefore, the main Prayer was that the Hon'ble Court be pleased to set aside the said decision of Reserve Bank of India and a letter dated 27.12.2017 addressed by Reserve Bank of India to the Company. It is informed that in the said Writ Petition the Company is unable in obtaining the desired result till date. 5.1 That the attention was drawn on a letter dated 28.08.2017 issued by General Manager, RBI addressed to the Chairman, SBI referred therein a Press Release of 13.06.2017 issued by RBI that on recommendation 12 Accounts were identified for immediate reference to Resolution under the Insolvency & Bankruptcy Code. Based upon the recommendation of I AC it was decided that where more than 60% of the total outstanding Debt is classified as NPA a final time till December 2017 was granted for arriving at a Resolution outside the IBC. In the event a viable Resolution Plan is not finalized, then the Insolvency Proceedings under IBC may be initiated, if not initiated earlier. It is reiterated that the Videocon Group had submitted a Debt Restructuring Proposal (DRP ) to RBI. But without considering th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... faulter" because they have always cooperated with the Bank Authorities. Learned Representative has stated that the Promoters/Directors are law abiding citizens, therefore, placed before the Bank Authorities various Resolution Plans for Debt Restructuring but without considering those Resolution Plans the Bank had decided to file this Application under I&B Code, although the Company is commercially viable to satisfy the Loans if time be granted. 7. At this juncture it is interesting to place on record that while Learned Representative of VIL was arguing the case and about to conclude his submissions, a message was delivered to him from the side of the Management of VIL that in the larger interest of the pubic the Learned Advocate may not vehemently oppose the 'Admission' of the Petition. So the Ld. Counsel has conveyed in the court that the Management of the Company has taken this decision keeping in mind the Public Interest, although he was instructed to contest the maintainability of the Petition. A noting has also been made on the Order Sheet that without prejudice to the legal rights and contentions the Petition under consideration be considered as per law for admission. It has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Code. The appointed IRP shall perform the duties as an Interim Resolution Professional as defined U/s. 18 of The Code i.e. "Duties of Interim Resolution Professional" and inform the progress of the Resolution Plan and the compliance of the directions of this Order within 30 days to this Bench. A liberty is granted to intimate even at an early date, if need be. The IRP shall submit the Resolution Plan for approval as prescribed U/s. 31 of The Code on receiving the "Expression of Interest" in response to the Advertisement made. 12. It is hereby pronounced that the "Moratorium" as prescribed U/s. 14 of The Code shall come into operation. As a result, institution of any suit or parallel Proceedings before any Court of Law are prohibited. The assets of the Debtor must not be liquidated until the Insolvency Process is completed. However, the supply of essential goods or services to the Corporate Debtor shall not be suspended or interrupted during "Moratorium" period. This direction shall have effect from the date of this Order till the completion of Insolvency Resolution Process. 13. Accordingly, this CP (IB)-02 (MB)/2018 stood "Admitted". 14. The Corporate Insolvency Resolution P ..... X X X X Extracts X X X X X X X X Extracts X X X X
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