-Report by Anurag Sinha
Regarding Reliance Home Finance Ltd.’s (RHFL) insolvency, the Supreme Court has approved a resolution plan filed by Authum Investments and Infrastructure Ltd (All), a non-banking financing business, to cover RHFL debenture holders. Nevertheless, the scheme excludes holders of dissenting debentures.
A bench comprised of Justices BR Gavai and Aravind Kumar further ruled that the dissenting debenture holders be given the option of accepting the conditions of the Resolution Plan (RP) who advocated such a purchase.
Following the approach followed in the case SEBI vs Rajkumar Nagpal 2022 involving a sister firm of RHFL, Reliance Commercial Finance Ltd, the Court utilised the authorities under Article 142 of the Constitution to give the decision (RCFL).
“We conclude that the facts in the current instance are identical to the facts in the case of SEBI vs Rajkumar Nagpal. In this scenario, we believe that a new voting procedure proposed in the SEBI Circular will further prolong the resolution process and may disrupt the efforts of stakeholders, especially retail debenture holders… We are inclined to grant such instructions to shape the relief in light of the specific facts and circumstances in this instance, which are similar to those in Rajkumar Nagpal (supra), the bench stated.
The panel went on to say that dissenting debenture holders should be given the option of accepting the resolution plan’s conditions or pursuing other legal actions to recover their responsibilities.
FACTS:
In 2018, RHFL issued debentures via private placement, for which it executed several Debenture Trust Deeds. Nine of them were executed with IDBI Trusteeship Services Ltd. It has taken on a sizable loan in the past. the pooling of resources via loans from several financial entities Also, RHFL’s failure affected the issued Debenture Trust Deeds. In accordance with the authorized RHFL RP, all 19,353 holders of minor debentures would get full payment of their principal.Debenture holders’ approval was required per a SEBI circular titled Standardisation of procedure to be followed by Debenture Trustee(s) in event of Default by issuers of listed debt instruments because the RBI Circular only applied to debts owing to Banks/Financial Institutions.
In order to comply with the requirements of the SEBI Circular, debenture holders must cast their votes before. To engage in an ICA, 75% of investors must provide their blessing, on a numerical basis, and 60% must give their blessing, on an ISIN basis. An International Securities Identification Number (ISIN) is a 12-character alphanumeric identifier that may be used to identify a single security. In 2021, a business lawsuit was filed at the Bombay High Court,
Debenture holders’ vote on the RP. The Supreme Court ordered a gathering of the holders of debentures to a meeting and further ordered that the results of the vote be kept secret. The vote tally disclosure was the subject of a separate appeal. According to the results, 94.55% of the debenture holders present (869 out of 919) voted in favour of the RP Le.
The consortium of lenders also accepted a resolution plan for the RCFL that was provided throughout the proceedings. Both RPs share many similarities. Separate actions before the High Court had also required RCFL to call a meeting of debenture holders. The Securities and Exchange Board of India (SEBI) appealed the meeting’s convening before the High Court’s Division Bench on the grounds that the voting mechanism did not comply with the SEBI Circular but instead followed the procedure stipulated in the Debenture Trust Deeds. The Division Bench ruled against the appeal, explaining that the SEBI Circular could not be retroactively implemented. The SEBI was so displeased that it filed a petition with the Supreme Court.
In the case of Rajkumar Nagpal, a three-judge panel of the Supreme Court ruled in favour of the appeal, concluding that the SEBI Circular will be applied retroactively.
Yet, the Court pointed out that debenture holders would greatly benefit from the RCFL’s resolution plan. It then moved to adopt the plan, giving holders of dissenting debentures the choice of accepting the plan or standing outside it and seeking alternative legal measures to collect their dues.
After receiving this ruling, RHFL submitted an Interim Application requesting the resolution plan be approved under the following conditions:
When the High Court heard the interim plea, it rejected it, reasoning that it lacks the authority under Section 151 of the CPC to provide relief and adopt the settlement plan, as it did in the instance of Rajkummar Nagpal. The Supreme Court was primarily concerned with this issue.
JUDGEMENT BY THE COURT:
In the current instance, the Court remarked that small investors with up to Rs 5 lakhs in exposure gain to the tune of 100% of their principal investment. Even debenture holders with more than Rs. 5 lakhs in exposure receive 23.24% of their principal amount, as in Rajkumar Nagpal’s instance.
“In the current instance, such unscrambling of the resolution process will not only be time-consuming, but it may also have a negative impact on the agreed realized benefits to retail debenture holders who have already approved the negotiated settlement before the High Court. We believe that in this situation, too, we should extend the advantage under Article 142 of the Indian Constitution to retail debenture holders. We are inclined to provide such directions to shape the relief in light of the specific facts and circumstances in this instance, which are comparable to those in Rajkumar Nagpal (supra). In any instance, we intend to defend the interests of dissenting debenture holders who are not covered by the proposed RP outlined in the lender’s ICA and to pursue further legal remedies “When accepting the appeals, the Court made the following observation:
Senior Counsel KK Venugopal and Dhruv Mehta intervened on the appellants’ behalf. Senior Counsel KV Viswanathan represented Bank of Baroda and Canara Bank, and Assistant Solicitor General Venkataraman represented SEBI.
READ FULL JUDGMENT: https://bit.ly/3mM6WEQ