NCLT approves Hinduja Group’s resolution plan for Reliance Capital takeover

Posted on by

National Company Law Tribunal has approved IndusInd International Holdings’ resolution proposal for the acquisition of Reliance Capital. The Hinduja Group company has been given 90 days to implement the resolution, subject to regulatory and other approvals.

Also read: Byju’s investors move NCLT, file petition against oppression, mismanagement by the company

“The RBI and SEBI approvals are expected to come by next week or so but the IRDAI application is in the process of being filed and might take some time,” sources told businessline.

The NCLT application was made by RCap administrator Nageswara Rao Y, who took charge of the company in November 2021 when RBI superseded the erstwhile board of directors and initiated insolvency proceedings against the company. The CoC was constituted in December 2021 and met a total of 49 times starting January 2022, before the final proposal was submitted to the NCLT for its approval.

“The resolution plan provides for the implementation of the terms thereof within a period of 90 days from the approval of the Resolution Plan by the Adjudicating Authority and receipt of certified copy of the order approving the Resolution Plan,” the NCLT notice said, adding that the 90-day timeline may be extended if required.

IndusInd International has submitted a proposal that includes upfront cash payment of ₹9,650 crore, accounting for 37.03 per cent of the initial amount claimed. The company has also proposed an amount net of ₹50 crore for the benefit of the CoC, which will be part of the upfront cash and an additional Rs 11 crore over and above the proposed amount. 

The proposed acquisition is now awaiting the approval of the RBI for Reliance Capital and Reliance Asset Reconstruction,  Company Limited, IRDAI for Reliance General Insurance and Reliance Nippon Life Insurance, CCI for the takeover, and SEBI for Reliance Securities and other entities. The deal is also subject to sale of shares of Reliance Home Finance held by Reliance Capital in the open market on various dates.

On successful completion of the resolution plan, the Hinduja Group will acquire majority shares in Reliance Capital and the company will cease to be listed on stock exchange. Existing shareholding of the company will be cancelled and new shares will be issued to the companies nominated by Hinduja Group.

Background

The initial deadline for submission of expressions of interest for Reliance Capital was March 2022 but was extended multiple times till August 2022, when the administrator received bids for both Reliance Capital as a going concern and distinct clusters for individual group companies. However, the CoC decided that the bids needed to be improved and extended the dealine till November 2022, by when the number of applicants had fallen to eight. The average fair value of RCap was determined at Rs 16,696 crore, following which the CoC decided to conduct a challenge mechanism in December 2022 to further improve the financial proposals received.

Draft resolution plans from Torrent Investment and IndusInd International were shortlisted but Torrent appealed against the resolution when Hinduja submitted a revised proposal after the challenge mechanism had been completed. While NCLT in February 2023 ruled in favour of Torrent, the NCLAT in March 2023 set aside NCLT’s order and allowed the CoC to go ahead with an extended challenge mechanism, which was finally held in April 2023 and under which HInduja Group was the sole applicant.

The Hinduja’s application was approved by the CoC in July 2023. Even so, delays due to discussions surrounding distribution of funds between financial and operational creditors led to the timeline being extended further. Under Hinduja’s cquisition proposal, secured financial creditors are eligible for 42.73 per cent of the initial amount claimed, unsecured financial creditors for 3.96 per cent, operational creditors for 4.38 per cent, and 38.86 per cent has been approved against other debt and dues. Further, the cash of Rs 285 crore lying with Reliance Capital will be distributed among creditors in the same proportion.

Also read: Filesadmin.co shareholders petition NCLT to push merger with Sony

Torrent’s plea challenging NCLAT’s decision is still pending before the Supreme Court, however the apex court did not stay the insolvency process. The next hearing is scheduled for March 4.