2019 (10) TMI 59 - AT - Insolvency and Bankruptcy

Corporate Debtor's Equity Infusion Dispute Resolved: Appeal Dismissed vs. Allowed

State Bank of India, Mumbai And Stressed Assets Management Branch, Kolkata Versus Visa Infrastructure Ltd.

State Bank of India, Mumbai And Stressed Assets Management Branch, Kolkata Versus Visa Infrastructure Ltd. - TMI Issues Involved:1. Whether the Corporate Debtor discharged its obligations under the guarantee.2. Whether there was a default in making the payment as per the terms of the guarantee.3. The interpretation of the terms 'additional equity' and 'additional equity funds.'4. The impact of the merger of Visa Bao Ltd with Visa Steel Ltd on the infusion of additional equity.5. The applicability of Section 7 of the Insolvency and Bankruptcy Code, 2016 (I&B Code) for initiating Corporate Insolvency Resolution Process (CIRP).6. The effect of the initiation of CIRP against another Corporate Guarantor for the same debt.Issue-wise Detailed Analysis:1. Discharge of Obligations under the Guarantee:The Corporate Debtor argued that it had discharged its obligations under the guarantee by infusing additional equity through the merger of Visa Bao Ltd with Visa Steel Ltd. The Appellant contended that the additional equity of Rs. 125 Crores was to be infused in cash, not through asset valuation. The Adjudicating Authority found that the Corporate Debtor had discharged its obligations as the merger led to an infusion of equity exceeding Rs. 125 Crores, fulfilling the guarantee terms.2. Default in Payment:The Appellant claimed that the Corporate Debtor defaulted on its obligation to repay the debt as per the guarantee. The Corporate Debtor countered that the debt was not due as the guarantee had been discharged. The Adjudicating Authority concluded that there was no default as the obligations under the guarantee had been fulfilled through the merger.3. Interpretation of 'Additional Equity' and 'Additional Equity Funds':The Appellant argued that 'additional equity' meant cash infusion, while the Corporate Debtor maintained it could be in any form, including asset valuation. The Adjudicating Authority agreed with the Corporate Debtor, noting that the CDR package and guarantee did not specify that additional equity must be in cash.4. Impact of Visa Bao Ltd's Merger:The Appellant contended that the merger did not result in the required infusion of Rs. 125 Crores in equity. The Corporate Debtor argued that the merger brought in assets valued at Rs. 5705 Crores, satisfying the requirement. The Adjudicating Authority accepted the Corporate Debtor's argument, noting that the merger resulted in a significant infusion of equity, fulfilling the guarantee terms.5. Applicability of Section 7 of I&B Code:The Appellant filed an application under Section 7 of the I&B Code, claiming default by the Corporate Debtor. The Adjudicating Authority examined whether there was a default and concluded that there was no default as the guarantee had been discharged.6. Effect of CIRP against Another Corporate Guarantor:The Corporate Debtor argued that the initiation of CIRP against Visa International Ltd for the same debt precluded the Appellant from initiating CIRP against it. The Adjudicating Authority did not address this issue explicitly in its decision. However, the dissenting judgment by Mr. Balvinder Singh noted that the subsequent admission of CIRP against another guarantor would not affect the decision on the present appeal.Separate Judgments:Majority Judgment (Justice Bansi Lal Bhat):The majority judgment concluded that the Corporate Debtor had discharged its obligations under the guarantee through the merger of Visa Bao Ltd with Visa Steel Ltd, resulting in the infusion of additional equity exceeding Rs. 125 Crores. Consequently, there was no debt due, and the application under Section 7 of the I&B Code was rightly rejected by the Adjudicating Authority. The appeal was dismissed.Dissenting Judgment (Mr. Balvinder Singh):The dissenting judgment disagreed with the majority view, holding that the Corporate Debtor had not met its obligation to infuse additional equity of Rs. 125 Crores. The dissent noted that the net asset value of Visa Bao Ltd was only Rs. 31.593 Crores, far less than the required Rs. 125 Crores. The dissenting judgment concluded that there was a debt and default, and the Corporate Debtor had not discharged its obligations under the guarantee. The appeal was allowed, and the application under Section 7 of the I&B Code was admitted.Conclusion:The majority judgment upheld the Adjudicating Authority's decision, finding no default by the Corporate Debtor as the obligations under the guarantee were discharged through the merger. The dissenting judgment found that the Corporate Debtor had not fulfilled its obligations and allowed the appeal, directing the initiation of CIRP against the Corporate Debtor.