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Subhash Chandra's Insolvency Plan Faces Backlash from Dissenting Lenders

Subhash Chandra's insolvency resolution plan has come under fire from dissenting lenders who argue that five entities linked to his family improperly influenced the voting process. With claims of procedural irregularities and conflicts of interest, the plan, which proposes a mere Rs 6.5 crore repayment against Rs 22,006.57 crore in creditor claims, faces significant legal challenges. Major lenders like HDFC Bank and Canara Bank are preparing to appeal the ruling, raising questions about the fairness and viability of the resolution process. As the case returns to the original division bench, the outcome remains uncertain, highlighting the complexities of corporate insolvency in India.
 

Controversy Surrounds Subhash Chandra's Insolvency Resolution


New Delhi: A group of dissenting lenders has raised concerns regarding the insolvency resolution plan of media mogul Subhash Chandra, claiming that five entities associated with his family collectively held 61.78% of the voting shares. They argue that these entities played a crucial role in facilitating Chandra's personal insolvency resolution, which suggests a repayment of merely Rs 6.5 crore against acknowledged creditor claims totaling approximately Rs 22,006.57 crore.


The lenders assert that these five entities should have been disqualified from voting due to their connections with Chandra, as their votes contributed to an overall approval of 80.814% in the committee of creditors (CoC), as detailed in a 144-page ruling from the National Company Law Tribunal (NCLT).


The entities in question include Veena Investments Pvt Ltd, Direct Media Distribution Ventures Pvt Ltd, World Crest Advisors LLP, Lemonade Capital Advisors LLP, and Corpcall Capital Advisors LLP.


Nilesh Sharma, the third member of the NCLT bench, dismissed the objections raised by dissenting lenders, ruling in favor of the repayment plan after a split decision between Judicial Member Ashok Kumar Bhardwaj and Technical Member Reena Sinha Puri.


Leading the dissent, HDFC Bank and IDBI Trusteeship Services, representing Edelweiss and Franklin Templeton funds, contended that the five entities qualified as 'associates' under the Insolvency and Bankruptcy Code (IBC) and should not have had their votes counted.


HDFC Bank, which holds 3.2% of the total claim amount, has indicated plans to appeal the NCLT's decision.


Canara Bank, another dissenting lender, has also announced its intention to file an appeal with the NCLAT against the NCLT ruling.


Canara Bank (1.60% voting share), along with other public sector banks like Union Bank of India (0.76% voting share) and LIC Housing Finance Ltd (6.09% voting share), opposed Chandra's repayment plan of Rs 6.25 crore.


Despite the opposition, the repayment plan received majority approval from other private creditors, achieving 80.81% voting shares.


Canara Bank had requested a forensic audit, but this was not permitted due to its minority voting share.


Following a split opinion between the two initial members, the matter was escalated to Nilesh Sharma, who ultimately ruled in favor of the resolution plan, allowing Chandra to settle his debts with a payment of just Rs 6.5 crore.


Chandra, in a statement, claimed that the total amount owed in the insolvency proceedings is only Rs 3,992 crore, asserting that he is merely a personal guarantor and not the primary borrower, thus disputing the Rs 22,000 crore figure.


The NCLT order noted that dissenting creditors alleged that Veena Investments is controlled by Sushila Devi Goel, the wife of Jawahar Goel, Chandra's brother, while Direct Media Distribution Ventures and World Crest Advisors are subsidiaries.


The claims against Chandra were reportedly based on indemnity letters and guarantee deeds he allegedly signed concerning pledged group shares linked to credit facilities provided by IndusInd Bank to Spirit Textiles Pvt Ltd, another entity in the group.


Additionally, the claims from Lemonade Capital Advisors LLP and Corpcall Capital Advisors LLP are said to be based on guarantees executed by Chandra related to financial facilities obtained by another group entity, Churu Enterprises LLP.


The NCLT's order highlighted that the relationship between these entities and Chandra is further supported by the fact that the partners of these entities also serve as directors in companies identified as 'other related parties' in Veena Investments' consolidated financial statements for the fiscal year 2020-2021.


The dissenting creditors argued that the Resolution Professional improperly accepted the claims of these five associated entities, which collectively held around 61.78% of the voting shares and were pivotal in approving the repayment plan.


They maintained that these entities were 'associates' and 'related parties' as defined by the IBC, thus disqualifying them from voting.


Furthermore, dissenting lenders contended that the guarantees tied to the claims of these entities were invoked only after the interim moratorium began, rendering them legally void, and that the entities' financial statements did not indicate any liabilities owed by Chandra, suggesting the existence of artificially created debt.


However, these arguments were dismissed by Nilesh Sharma, who clarified that an entity is considered an 'associate' only if the debtor holds 51% or more of its share capital or directly controls its board.


The NCLT noted that the Resolution Professional was criticized for not adequately reviewing the claims and voting rights of certain creditors before considering the plan for approval.


RBL Bank echoed similar concerns raised by the dissenting creditors, questioning the fairness and viability of the repayment plan, asserting it was detrimental to the interests of legitimate creditors.


IndusInd Bank also criticized the methodology used to calculate voting shares and raised concerns about the commercial viability and fairness of the repayment plan, especially given the disparity between the proposed amount and Chandra's financial standing.


The case will now return to the original division bench for a formal ruling in accordance with the majority opinion, as mandated by Section 419(5) of the Companies Act, 2013.