Delhi High Court - Orders
Gvk Energy Ltd (Gvkel) & Ors vs Ecl Finance Limited (Eclf) & Ors on 31 May, 2022
Author: Amit Bansal
Bench: Amit Bansal
$~20
* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ CS(COMM) 380/2022
GVK ENERGY LTD (GVKEL) & ORS. ..... Plaintiffs
Through: Mr. Rajiv Nayyar, Sr. Advocate, Mr.
Sandeep Sethi, Sr. Advocate with Mr.
Manik Dogra, Mr. Kartik Nayar, Mr.
Nikhil Y. Chawla, Mr. Saurabh Seth,
Mr. Rishab Kumar and Ms. Meenal
Garg, Advocates.
versus
ECL FINANCE LIMITED (ECLF) & ORS. ..... Defendants
Through: Mr. Amit Singh Chadda, Sr.
Advocate with Mr. Gaurav Mitra, Mr.
Atul Sharma, Ms. Renuka Iyer and
Ms. Himanshi Rajput, Advocates for
D-1.
Mr. Neeraj Malhotra, Sr. Advocate
with Mr. R.P. Agrawal, Mr. Nimish
and Mr. Ayush A. Advocates for D-6.
Mr. Rohan Jaitley, Advocate.
CORAM:
HON'BLE MR. JUSTICE AMIT BANSAL
ORDER
% 31.05.2022 I.A. 8896/2022 (for exemption)
1. Subject to the plaintiff filing the certified copies of the documents and clear and legible copies of any dim documents sought to be relied upon within four weeks from today, exemption is granted for the present.
2. The application is disposed of.
Signature Not Verified Signed By:SAKSHI CS(COMM) 380/2022 Page 1 of 6 RAMOLA Signing Date:05.31.2022 23:19:11I.A. 8897/2022 (for filing lengthy list of dates and synopsis)
3. For the reasons stated in the application, the same is allowed. I.A. 8898/2022 (O-XI R-4 of CPC)
4. The present application filed on behalf of the plaintiff seeks leave to file additional documents under the Commercial Courts Act, 2015.
5. Subject to plaintiffs filing additional documents within thirty days from today, the application is allowed.
I.A. 8899/2022 (for exemption under Section12A of Commercial Courts Act, 2015)
6. For the reasons stated in the application, the same is allowed. CS(COMM) 380/2022
7. Let the plaint be registered as a suit.
8. Summons be issued to the defendants. Summons are accepted by counsels appearing for defendants no. 1 and 6. Let summons be issued to the remaining defendants through all modes. Summons shall state that the written statement(s) shall be filed by the defendants within thirty days from the date of the receipt of summons. Along with the written statement(s), the defendants shall also file affidavit of admission/denial of the documents of the plaintiffs, without which the written statement(s) shall not be taken on record
9. Liberty is given to the plaintiffs to file replication(s), if any, within fifteen days from the receipt of the written statement(s). Along with the replication(s) filed by the plaintiffs, affidavit of admission/denial of the documents of the defendants, be filed by the plaintiffs.
10. The parties shall file all original documents in support of their respective claims along with their respective pleadings. In case parties are Signature Not Verified Signed By:SAKSHI CS(COMM) 380/2022 Page 2 of 6 RAMOLA Signing Date:05.31.2022 23:19:11 placing reliance on a document, which is not in their power and possession, its detail and source shall be mentioned in the list of reliance, which shall be also filed with the pleadings.
11. If any of the parties wish to seek inspection of any documents, the same shall be sought and given within the timelines.
12. List before the Joint Registrar on 8th September, 2022, for completion of service and pleadings.
I.A. 8900/2022 (O-XXXIX R-1 &2 of CPC)
13. The present application has been filed seeking inter alia the following reliefs:
i. Stay the effect and operation of the invocation Notice dated 17.05.2022 pertaining to the Pledge Agreement dated 26.06.2014.
ii. Pass an Order directing the Defendants to maintain status quo on the 46,60,11,000 shares of the Plaintiff No. 3 that have been invoked and transferred to the Defendant No. 1. iii. Restrain the Defendants by itself or through its servants, agents, representatives, assignees and/or officers, from invoking, disposing, alienating, selling, transferring, or encumbering any movable/ immovable properties or any other security in relation to the Security Agreements or taking any further coercive steps regard to the securities furnished by the Plaintiffs and/or against the Security Interest under the Settlement Agreement and as set out in Schedule-I to the Plaint.
iv. Direct status quo to be maintained by the Defendants with respect to the Security Interest as set out in Clause 2.3 and Schedule - 2 of the Settlement Agreement and as set out in Schedule-I to the Plaint.
14. Issue Notice.
15. Notice is accepted by counsels appearing for defendants no.1 and 6.
Signature Not Verified Signed By:SAKSHI CS(COMM) 380/2022 Page 3 of 6 RAMOLA Signing Date:05.31.2022 23:19:1116. Notice be issued to the remaining defendants through all modes.
17. Reply be filed within three weeks.
18. Rejoinder thereto, if any, before the next date of hearing.
19. The plaintiffs have taken various loans from the defendants no. 1, 2 and 3 which are subject matter of (a) Debenture Trust Deed dated 25th March, 2015; (b) Loan agreement dated 14th November, 2017; and (c) Debenture Trust Deed dated 22nd March, 2018. For securing the aforesaid loans, the plaintiffs had provided various shares/securities. In the aftermath of the COVID-19 pandemic, there were defaults in the payment of loan by the plaintiffs, which resulted in fresh negotiations between the parties and a Settlement Agreement dated 31st October, 2020 was signed between the parties.
20. In terms of the aforesaid Settlement Agreement, the plaintiffs were required to make a payment of Rs.525,00,00,000/- to the defendants along with interest.
21. It is the case of the plaintiffs that in terms of the Settlement Agreement, the plaintiff has already paid a sum of approximately Rs.330,00,00,000/- to the defendants till 31st March, 2022.
22. On 11th April, 2022, the Settlement Agreement was terminated by the defendants on account of default committed by the plaintiffs. Subsequently, a Demand Notice dated 9th May, 2022 was issued on behalf of the defendant no. 1 to the plaintiffs, demanding a sum of Rs.132,70,67,958/- with interest at the rate of 17% per annum. The said notice also invoked Section 176 of the Indian Contract Act, 1872 stating that upon the failure of the plaintiffs to pay the aforesaid amount, the defendant no.1 shall enforce the security interest created in their favour, including sale of pledged securities.
Signature Not Verified Signed By:SAKSHI CS(COMM) 380/2022 Page 4 of 6 RAMOLA Signing Date:05.31.2022 23:19:1123. Vide notice dated 17th May, 2022, sent through email, the defendant no. 1 invoked 46,60,11,000 shares of plaintiff no. 3 pledged in favour of the defendants.
24. Subsequently, emails were exchanged between the parties. However, no resolution could be arrived at. Accordingly, the present suit has been filed on behalf of the plaintiffs.
25. Senior counsels appearing on behalf of the plaintiffs at this stage, press for ad interim reliefs in terms of prayer (iii) to the application.
26. Senior counsels from both sides agree that the 46,60,11,000 shares of plaintiff no. 3 that have been invoked by the defendants, have to be sold at the best possible price.
27. Senior counsel appearing on behalf of the defendant no. 1 submits that they are in the process of selling the aforesaid shares and that the best offer received by them would be communicated to the plaintiffs as well as to the Court, and an opportunity would be given to the plaintiffs to match the said offer within five days.
28. In the meanwhile, if the plaintiffs get an offer for the aforesaid shares, they shall also inform the defendants as well as the Court.
29. In the event the plaintiffs are unable to match the offer of the defendants, the defendants would be free to sell the said shares at the best offer received by them.
30. Till the time, the aforesaid 46,60,11,000 shares of the plaintiff no.3 invoked by the defendants are sold in the aforesaid manner, the defendants shall not sell any other shares that have been pledged by the plaintiffs with the defendants. However, it is clarified that the defendants shall be free to invoke the pledged shares.
Signature Not Verified Signed By:SAKSHI CS(COMM) 380/2022 Page 5 of 6 RAMOLA Signing Date:05.31.2022 23:19:1131. List on 14th July, 2022.
AMIT BANSAL, J MAY 31, 2022 sr Signature Not Verified Signed By:SAKSHI CS(COMM) 380/2022 Page 6 of 6 RAMOLA Signing Date:05.31.2022 23:19:11