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TMI Blog2021 (6) TMI 64X X X X Extracts X X X X X X X X Extracts X X X X ..... gistic vertical of the Group Company. (collectively "Selling Entities" and individually a "Selling Entity"). 2. The factual backdrop that led to the present Application may briefly be stated. The Union of India (UoI) filed CP No. 3638 of 2018 against Infrastructure Leasing and Financial Services Ltd (IL & FS) under Sections 241 and 242 of the Companies Act, 2013 (the Act) inter alia alleging mismanagement in the Company. 3. This Tribunal by an order dated 01/10/2018 superseded the Board of Directors of IL & FS and constituted a new Board with six Directors to take over the affairs of the Company. In addition to the six Directors appointed on 01/10/2018, this Tribunal appointed three more Directors vide order dated 03/10/2018 (pursuant to which one more director was appointed) and order dated 21/12/2018 (pursuant to which two more directors were appointed). The new Board was directed to furnish a roadmap for consideration of the Tribunal. This Tribunal by an order dated 12/10/2018 in MA No. 1173 of 2018 declined to order a moratorium in respect of IL & FS group. The UoI and IL & FS carried the matter in Appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eed with the matter. 7. The Hon'ble NCLAT by an order dated 04/02/2019 permitted the UoI and IL & FS to engage Hon'ble Justice Mr. D. K. Jain (Retd.) to supervise the operation of the Resolution Process. Vide same order the Hon'ble NCLAT directed the UoI and IL & FS to file an affidavit inter alia setting out the names of entities in the IL & FS Group which are incorporated within the territorial jurisdiction of India (Indian IL&FS Entities) and entities that are incorporated in other countries (Offshore IL&FS Entities). In compliance the UoI filed an affidavit dated February 11, 2019 placing on record before the Hon'ble NCLAT, the list of 169 Indian IL&FS Entities and 133 Offshore IL & FS Entities. Hon'ble NCLAT by order dated 11/02/2019 inter alia excluded the Offshore IL & FS Entities from the purview of the October 15 Order (15/10/2018) and directed that the resolution of the Offshore IL & FS Entities may be taken up by the New Board under the supervision of Hon'ble Justice Mr. D. K. Jain (Retd.). NCLAT also directed that the actions taken for the resolution of the Offshore IL & FS Entities be presented to this Tribunal. 8. Thus, basing on the recommendations of Hon'ble Justi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sent the non-core assets of IMICL that were transferred to IMICL pursuant to a merger scheme approved by High Court of Bombay vide its order dated 23.12.2011. 12. As per the mandate of the New Board, the Board of Directors of each of the Selling Entities have approved a proposal relating to the sale of the relevant Listed Shares. The Board of Directors of IFIN approved the sale of shares of listed entities held by IFIN vide the resolution dated 04/04/2019 and the Board of Directors of IMICL approved the sale of listed shares held by IMICL vide the resolutions dated 28/03/2019, 17/05/2019 and 19/06/2019. 13. On 25/09/2019, the Applicant submitted an Application to Hon'ble Justice Mr. D. K. Jain (Retd.) seeking his approval for the proposed sale of the Shares. By letter dated 12/12/2019, Hon'ble Justice Mr. D. K. Jain (Retd.) approved the proposed sale of the Shares by IFIN and IMICL and directed the Applicant to place the proposal for the sale of the Shares before this Tribunal. 14. Therefore the Applicant is before us with the following prayers: (a) Take on record the proposed sale of the relevant listed shares as set forth below held by IL&FS Financial Services Limited and IL ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... L&FS Maritime Infrastructure Company Limited to consummate the sale of the listed shares; 15. It is submitted by the Applicant that the sale of the above Shares, as non-core assets of the Selling Entities, is proposed to be undertaken to create liquidity in the Selling Entities in order to maintain their "Going Concern" status. 16. It is further submitted that as marketable securities listed on the stock exchanges, the listed shares are susceptible to price fluctuation on a daily basis on account of market forces and accordingly it is in the interest of the Selling Entities that the listed shares are sold at the most appropriate time and at the appropriate price, to safeguard against reduction in price of such listed shares due to market move down, if continued to be held by the Selling Entities. 17. The Applicant further submits that as the listed shares are not shares of any entities in the Applicant Group and since no information other than the publically available information is available with the Applicant, undertaking a detailed public process for disposal of such shares would not be required. Additionally, as the listed shares do not represent a controlling interest in th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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