NCLT denies relief to Iffco, asks Triumph to discuss issues before Apr 4

The National Company Law Tribunal has directed Swan Energy-IFFCO joint venture Triumph Offshore to hold a board meeting before April 4 to discuss issues raised by minority shareholder IFFCO regarding feasibility and viability of offering services to operate vessels.

The NCLT (National Company Law Tribunal) has set April 4 as the next date of hearing of a plea filed by IFFCO, seeking to restrain Triumph Offshore from passing any resolution without its approval and issuing any share/security to the lenders for paying loans.

Triumph Offshore is a joint venture between fertiliser player IFFCO and Swan Energy Ltd (SEL) which is engaged in onshore gas distribution terminal business. The joint venture was formed to set up a floating storage and regasification unit (FSRU). FSRU is a floating vessel having tanks for LNG storage.

SEL has a 51 per cent stake and IFFCO owns 49 per cent in Triumph Offshore.

Earlier this month, IFFCO moved the Ahmedabad bench of the NCLT, seeking to restrain Triumph Offshore from passing any resolution without its approval and issuing any share/security to the lenders for paying loans.

While hearing the petition, the NCLT has directed Triumph Offshore to discuss the inclusion of IFFCO in the committees of the company, as per the Memorandum of Association (MOA) of the joint venture.

“The Respondent No 1 (Triumph) is directed to convene a board meeting before the next hearing and discuss the issues raised regarding the feasibility and viability of offering services to operate vessels and the inclusion of applicants in the committees as per Memorandum of Association,” the NCLT said in its latest order.

However, the tribunal denied granting any interim relief to IFFCO, observing that it is also a director in the board of Triumph Offshore.

“The applicant (IFFCO) sought certain reliefs. This was objected by the respondent including the maintainability of the petition. No relief granted as the applicant is also a Director in the Board,” the order said.

IFFCO in its petition had alleged that Triumph Offshore is pre-paying the debt which may result in dilution of its shareholding in the joint venture firm, which is decremental to its interest.

Triumph Offshore and SEL have already filed their reply over IFFCO’s petition, and a two-member NCLT bench on Thursday directed the fertiliser maker to file a rejoinder within 7 days over it.

NCLT also directed listing the matter on April 4 for further arguments.

In its petition, IFFCO also alleged that through a circular resolution dated January 15 this year Triumph Offshore reconstituted its audit committee and CSR committee without including IFFCO’s nominee.

IFFCO has moved the NCLT under sections 241 and 242 of the Companies Act 2013, alleging oppression and mismanagement against Triumph Offshore, SEL and four directors of the JV firm.

Triumph Offshore’s board comprises three nominees from Swan Energy, two from IFFCO, and two independent directors.

First Published: Mar 09 2024 | 5:44 PM IST