Insolvency proceedings: Try out-of-court deal for Binani Cement, says NCLT

Tribunal tells committee of creditors to consider company's own higher offer

Aiming at maximising value, a two-member Bench in the National Company Law Tribunal (NCLT), Kolkata, has suggested an out-of-court settlement to lenders of Binani Cement and  asked the committee of creditors (CoC) to consider a proposal mooted by the company itself.
 
The observations were made by the Bench while hearing petitions filed in the insolvency resolution process.

 
This is despite the fact that the resolution professional for Binani Cement has submitted a plan by a Dalmia Bharat-led consortium, which has been approved by the creditors and is awaiting the NCLT’s approval.
 
While hearing a plea from Binani Cement, which is seeking termination of insolvency proceedings and has proposed to clear all its dues by April 10, Jinan K R, member-judge at the Kolkata NCLT asked: “In the larger interest of all creditors, a harmonious settlement which has come up for consideration can always be looked into. We have enough time to complete the process, so why are you not amenable to an out-of-court settlement?”

 
However, after counsel representing Dalmia Bharat and Bain Capital’s Resurgent India Fund protested saying the insolvency process was under way, Jinan said his reference to “out of court” was a suggestion and not an order.
 
At the end of the hearing, Jinan asked the CoC to “appropriately consider” Binani Cement’s offer “at the creditors’ liberty”. The CoC has been asked to reply by April 2, the next date of hearing.
 
The counsel representing the CoC said the NCLT could not suggest an out-of-court settlement and only the Supreme Court was empowered to do so.
 
Earlier in the day, the counsel for Dalmia Bharat asked the Bench to consider its takeover plan. The Bench said it would hear the petitions by the order of filing and a verdict could not be pronounced before other related applications were heard.

 
After UltraTech Cement’s revised bid of Rs 72.66 billion was rejected by the CoC on the grounds that the Dalmia Bharat-led consortium had already emerged the highest bidder with a Rs 65-66 billion resolution plan, the Aditya Birla Group firm directly negotiated a deal with Binani Cement, offering to pick up a 98.47 per cent stake in the company for the same amount it offered in the revised bid.
 
THE STORY SO FAR
 
July 2017 - Bank of Baroda files insolvency petition against Binani Cement in the Kolkata bench of the NCLT
 
Feb 24, 2018 - Committee of Creditors discusses resolution plans of all applicants
 
Feb 27-  Dalmia Bharat-led consortium emerges highest bidder with Rs 63.50-bn offer for Binani Cement
 
March 7 - UltraTech Cement raises bid to Rs 72.66 bn
 
March 13- NCLT asks resolution professional to explain the process in selection of Dalmia Bharat; resolution professional alleges fraud, submits application in NCLT
 
March 14- CoC votes in favour of Dalmia Bharat’s proposal; resolution professional issues letter of intent
 
March 19 - NCLT adjourns case till March 22; UltraTech Cement negotiates agreement directly with Binani Cement to pick up 98.43% stake for Rs 72.66 bn subject to termination of IBC proceedings
 
March 20 - Dalmia Bharat-led consortium deposits 10% of bid amount
 
March 22 - NCLT hears UltraTech Cement and Binani Cement’s allegations against the resolution professional; orders resolution professional to respond by March 26
 
March 27- After hearing Binani Cement’s petition to terminate IBC proceedings, NCLT asks CoC to consider the proposal; suggests for out-of-court settlement