New Delhi, May 21 (PTI) Videocon founder Venugopal Dhoot has moved the Supreme Court against a National Company Law Appellate Tribunal order upholding separate insolvency proceedings for two group entities – Videocon Industries Ltd and Videocon Oil Ventures Ltd – while setting aside an earlier NCLT order that had directed clubbing of the two cases. Dhoot filed the petition on May 19 against the May 14 order of the appellate tribunal.

On May 14, the National Company Law Appellate Tribunal (NCLAT) said that creditors of Videocon Industries Ltd (VIL) and Videocon Oil Ventures Ltd (VOVL) had intended the corporate insolvency resolution processes (CIRPs) of the two companies to run independently, considering the distinct nature of their businesses and the need for a specialised resolution.

In this, BPRL, a state-owned Bharat Petroleum subsidiary, has acquired VOVL, exercising its right of first refusal (ROFR), which was subsequently approved by the National Company Law Tribunal (NCLT) through a June 2024 order, while the CIRP of VIL is still pending.

The appellate tribunal said in its order that VIL and VOVL operate in starkly different sectors – with VIL engaged in consumer electronics and VOVL in oil-related businesses – making it impractical for a single entity to possess the expertise required to revive both operations effectively.

The objective of the Insolvency and Bankruptcy Code (IBC) is to keep the corporate debtor a going concern besides the resolution of creditor dues.

The appellate tribunal said that the “decision was taken in the commercial wisdom of the committee of creditors (CoC), which should not be interfered with by the tribunal (NCLT).

On February 12, 2020, while allowing a plea filed by Venugopal Dhoot, the NCLT had directed the resolution professional to consider and treat all assets, property rights, claims, benefits of Videocon Oil Venture, Videocon Hydrocarbon Holdings, Videocon Energy Brasil and Videocon Indonesia Nunkan Inc as assets and properties of VIL for insolvency.

Dhoot had sought that all foreign oil and gas assets be considered as assets of Videocon Industries.

This NCLT order was challenged before the NCLAT by petitioners, which included public sector lender SBI, BPRL Ventures Indonesia, the Pertamina Hulu Energi Nunukan Company, among others.

A week later, the NCLAT stayed this order on February 19, 2020.

The matter dates back to 2012, when VOVL and VIL availed of finances on an obligor/co-obligor basis, from a consortium of lenders led by the State Bank of India (SBI).

Later in 2016-17, its chairman and managing director, Venugopal Dhoot, approached the bank, requesting that VIL be removed as a co-obligor and instead be made a corporate guarantor so that it would not be required to show it as a primary liability on its balance sheet.

Thus, this structure was changed, and VIL became a corporate guarantor. This step was taken in pursuance of the letters and Venugopal Dhoot's submission that foreign oil and gas assets are to be ring-fenced from the troubles being faced by the domestic business.

However, on June 6, 2018, a CIRP was initiated against VIL after the Mumbai bench of the NCLT admitted an application under Section 7 of the Insolvency and Bankruptcy Code (IBC), filed by the SBI.

Later, on November 8, 2019, a CIRP of VOVL was also initiated. Dhoot later filed an application before the NCLT, praying for the consolidation of the CIRP of VOVL with the CIRP of VIL and 12 other entities.

Dhoot later also filed a proposal under Section 12A of the IBC for the withdrawal of the CIRP against VIL and its 12 companies; however, the lenders rejected it by 98.14 per cent votes.

On December 11, 2020, a resolution plan was submitted by Twin Star Technologies (promoted by billionaire Anil Agarwal of Vedanta) and was approved by the CoC and the NCLT, both in July.

Dhoot challenged this before the NCLAT by filing an appeal against the resolution plan approval, primarily on the ground that foreign oil and gas assets were not included.

Rejecting Dhoot's submission, the NCLAT said “the entire journey by Mr Dhoot has been of flip-flops” with contradictions in his stand.

The NCLAT said that Dhoot in 2016 and 2017 sought to remove VIL as a co-obligor to ring-fence the foreign oil and gas assets from the troubles being faced by the domestic business to avoid showing the said liability as its primary liability in the books of accounts of VIL. PTI MNL ARI

Separate insolvency proceedings for distinct business groups upheld on commercial wisdom and specialised resolution needs. Separate corporate insolvency resolution processes for Videocon Industries Ltd. and Videocon Oil Ventures Ltd. were treated as independently maintainable on the basis of the distinct nature of their businesses, the creditors' commercial wisdom, and the need for specialised resolution. The appellate tribunal held that consumer electronics operations and oil-related businesses could not realistically be revived through a single common insolvency process, and that the tribunal should not interfere with the committee of creditors' decision to keep the two CIRPs separate.