NCLAT gives conditional go-ahead to NBCC for Jaypee Infratech

New Delhi: The National Company Law Appellate Tribunal (NCLAT) on Wednesday asked state-owned-NBCC to implement its proposal to acquire debt ridden Jaypee Infratech and complete over 20,000 pending flats, but said the direction is subject to its final order. The NCLAT's direction came over an urgent petition moved by the NBCC, which won the bid to acquire Jaypee Infratech. The NBCC's resolution plan has already been approved by the National Company Law Tribunal (NCLT), but appeals have been filed by the Jaypee Group as well as the NBCC.
The appellate tribunal also directed Jaypee Infratech's Interim Resolution Professional (IRP) Anuj Jain to constitute an interim monitoring committee, comprising representatives of the NBCC and its three main lenders IDBI Bank, IIFCL and LIC.

While hearing petition during the extended lockdown period, a two-member bench headed by NCLAT Acting Chairperson Justice B L Bhat said the IRP would be part of the interim monitoring committee and continue to be paid.

"Meanwhile, till further orders, the approved resolution plan may be implemented subject to outcome of this appeal," said the NCLAT.

"The IRP may constitute an interim monitoring committee comprising the successful resolution applicant, i.e., the appellant and the three major institutional financial creditors, who were Members of the 'committee of creditors," it said.

The appellate tribunal issued notices to ICICI Bank, IDBI Bank and others directing them to file reply in two weeks and listed the matter on May 15 for the next hearing.

"List the matter for 'admission after notice' on May 15, 2020," said the NCLAT.

During the proceedings, counsel representing the IRP said that he also intends to file an appeal in regard to some observations made in paragraph 103 of the impugned order.

The NBCC has challenged the modifications made by the NCLT in the original resolution plan submitted by it and as approved by the committee of creditors (CoC) of Jaypee Infratech Ltd (JIL).

While approving the resolution plan of NBCC, the principal bench of the National Company Law Tribunal (NCLT) had allowed objections of ICICI Bank and Yamuna Expressway Industrial Development Authority and directed payment to unclaimed Fixed Deposit Holders.

According to NBCC, NCLT could not intercede the business decision of the CoC taken by the prescribed voting shares and has "exceeded its jurisdiction" in making such modifications.

On March 3, NCLT had approved NBCC's bid to acquire JIL through an insolvency process and complete around 20,000 pending flats over the next three and half years.

In a surprise move, NCLT had also ordered that the Rs 750 crore deposited by Jaypee Infratech's parent firm Jaiprakash Associates Ltd (JAL) with the registry of the Supreme Court would be part of the resolution plan saying that it will help NBCC in faster completion of stuck projects of Jaypee Group.

Jaypee Infratech went into the insolvency process in August 2017 after the NCLT admitted an application by an IDBI Bank-led consortium.

In December last year, a committee of creditors (CoC) comprising 13 banks and around 21,000 homebuyers approved the resolution plan of NBCC with 97.36 per cent vote in favour.

NBCC's proposal was approved by the lenders in the third round of bidding process to find a buyer for Jaypee Infratech.

In its bid, the NBCC had proposed to complete over 20,000 pending flats in housing projects launched by Jaypee Infratech in Noida and Greater Noida (Uttar Pradesh).

Homebuyers' claim amounting to Rs 13,364 crore and lenders' claim worth Rs 9,783 crore were admitted. The NBCC offered 1,526 acres of land to lenders under a land-debt swap deal.

On Yamuna Expressway, the NBCC proposed to transfer the road asset to lenders but before that it would take a loan of around Rs 2,500 crore against toll revenue to fund construction spend.

After the CoC rejected the bids of Suraksha Realty and NBCC in the the second round held in May-June 2019, the matter reached to the NCLAT and then to the apex court.

On November 6, 2019, the Supreme Court directed completion of Jaypee Infratech's insolvency process within 90 days and the revised resolution plan to be invited only from the NBCC and Suraksha Realty.

On December 7, 2019, the CoC decided to put on vote the bids of both the NBCC and Suraksha Realty to acquire the bankrupt realty firm.

The voting process started on December 10 and ended on December 16. As many as 13 banks and over 21,000 homebuyers had voting rights in the CoC.

Buyers had 57.66 per cent voting rights, fixed deposit holders 0.13 per cent and lenders 42.21 per cent. For a bid to be approved, 66 per cent votes were required. In the voting result, the NBCC got the entire 57.66 per cent vote of homebuyers and 0.13 per cent of fixed deposit holders.

The public sector firm got 39.57 per cent votes of lenders out of the total 42.21 per cent votes.

Suraksha managed to get only 2.12 per cent votes as only fixed deposit holders and two lenders -- Axis Bank and Jammu and Kashmir Bank -- favoured it.