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NCLAT New Delhi dismisses appeal challenging NCLT’s order approving resolution plan of Piramal Group for DHFL terming it as ‘premature’

NCLAT New Delhi dismisses appeal challenging NCLT’s order approving resolution plan of Piramal Group for DHFL terming it as ‘premature’

A Division Bench of the Hon’ble National Company Law Appellate Tribunal, New Delhi (NCLAT) comprising Justice A.I.S. Cheema (Officiating Chairperson) and Dr. Alok Srivastava (Technical Member) in the matter of Prudential International Insurance Holdings Limited v. The Administrator, Dewan Housing Finance Corporation Limited and Others, REED 2021 NCLAT Del 06589 dismissed an appeal challenging the order of National Company Law Tribunal, Mumbai (NCLT) whereby the Resolution Plan of Piramal Capital & Housing Finance Ltd. for Dewan Housing Finance Corporation Ltd was approved as the said appeal was ‘premature’.

The Prudential International Insurance Holdings Ltd. (Appellant) has filed this appeal against impugned order and judgment dated 7 June 2021 passed by the NCLT vide which the NCLT approved the Resolution Plan dated 22 December 2020 submitted by Piramal Capital & Housing Finance Ltd. (Piramal/Respondent No. 2) for Dewan Housing Finance Corporation Ltd. (DHFL/Respondent No. 1).

The Appellant claimed that it has certain pre-existing and continuing contractual arrangements with the DHFL and is 49% shareholder of the Joint Venture Company, Pramerica Life Insurance Limited, in which DHFL Debtor was shareholder till 31 March 2017. According to the Appellant, the DHFL continues to be bound by obligations of its shareholding under the Shareholders’ Agreement dated 25 July 2013 and as per the Articles of the Joint Venture Company mentioned above. It argued that the Piramal has sought certain reliefs and waivers under the Resolution Plan and the same impacted rights of the Appellant. Further, as per the Appellant, the relief sought by successful Resolution Applicant Piramal would impact future the uncrystallised liabilities arising from the rights claimed including those arising from certain put option rights in the SHA which would be extinguished.

It is pertinent to mention that the Appellant has already filed I.A. No. 929 of 2021 with a prayer, inter-alia, to direct DHFL and Piramal to give an undertaking confirming that the Resolution Plan would not alter/amend/adversely modify or extinguish the rights of the Appellant and obligations and liabilities of the DHFL under the SHA, Distribution Agreement and Articles.

The NCLAT in the present matter refused to elaborate or comment on the appeal for the reason that I.A. No. 449 of 2021 was coming up before the NCLT on 30  June 2021. The NCLAT stated that without rights claimed by Appellant being adjudicated before the NCLT, Appellant cannot maintain a challenge to approval of the Resolution Plan by way of appeal. Hence, keeping in view the prayers in I.A. No. 929 of 2021, NCLAT refused to make any comment on the merits of rival claims as the Appellant which is a third party was trying to maintain this appeal challenging the Resolution Plan approved, without getting decided I.A. No. 929 of 2021, one way or another. Accordingly for the foregoing reasons, the appeal was disposed of as premature and the liberty was given to the Appellant to raise admissible issues as the Appellant may want to raise after decision in I.A. No. 929 of 2021.


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