IMPORTANT POINT
Financial impropriety and irregularity – Allegation of overpricing of shares and decision of consortium of banks to accept proposal cannot be examined with standpoint of Investigating Agency.

JUDGMENT

Shree Chandrashekhar, CJ.—The GTL Infrastructure Limited (in short, GTLIL) which is a public limited company incorporated under the Companies Act, 1956 seeks quashing of the First Information Report registered on 16th August 2023 by the Central Bureau of Investigation (in short, CBI) vide RC2192023E0022 alleging commission of the offence under section 120-B read with section 420 of the Indian Penal Code and section 13(2) read with section 13(1)(d) of the Prevention of Corruption Act, 1988. It has invoked the jurisdiction of this Court under Article 226 of the Constitution of India read with section 482 of the Code of Criminal Procedure, 1973 (corresponding to section 528 of the Bharatiya Nagrik Suraksha Sanhita, 2023). This First Information Report is registered against the GTLIL, unknown public servants and unknown others.

2. On the basis of the information dated 14th July 2021, a Preliminary Enquiry vide PE 2192022E0001 was initiated by the CBI to inquire into the financial impropriety and irregularity by the GTLIL in availing credit facilities from the consortium of 19 banks and financial institutions. The basis for registering the FIR against the GTLIL and the unknown public servants is said to be the facts revealed in course of the Preliminary Enquiry. It is stated that the GTLIL was referred for the Corporate Debt Restructuring (in short, “CDR”) upon expressing its inability to service interest and pay installments on the credit facilities availed by it from various banks and financial institutions and its inability to raise equities and shortfall in the revenues. The CDR approved package for restructuring dated 23rd December 2011 did not work out and the lender banks decided in the year 2016 to invoke the Strategic Debt Restructuring (in short, SDR) and out of a total loan of Rs.11,263 crores, the debt of Rs.7,200 crores was converted into equity shares and the balance amount of Rs.4063 crores was to be paid to the lender banks and financial institutions. According to the CBI, the GTLIL diverted a substantial amount of the loan funds through different vendors which were not repaid and goods were not supplied but, later on, written off. This is a fact revealed during the Preliminary Enquiry that the funds so diverted through the vendors were invested in M/s. European Projects and Aviation Ltd. (in short EPAL) or M/s. Chennai Network Infrastructure Limited (in short, CNIL) or GTLIL during the period 2011-2012 to 2013-2014. As on 30th June 2018, the GTLIL had outstanding dues of Rs. 4063.31 crores and this debt was proposed to be assigned to M/s. Edelweiss Asset Reconstruction Company (in short, EARC) but the proposal of assignment of the said debt to the EARC was not accepted by the Canara Bank which dissented on the ground that there was no fresh valuation of the hypothecated/mortgaged assets of the GTLIL to justify the offer of Rs. 2354 crores by the EARC. The total depreciated value of the plants and equipment of the GTLIL as on 31st March 2018 was Rs. 7944.50 crores and it had 27729 Telecom towers with useful life of 35 years which could be valued at Rs. 10330 crores considering the similar deals between M/s. ATC Telecom Infrastructure and M/s. Vodafone India Ltd. The Preliminary Enquiry further revealed that huge wrongful loss was caused to the banks on account of the assignment of 79.3% outstanding dues valued at Rs. 3224 crores by 13 lender banks including the Union Bank of India for a consideration of approximately Rs.1867 crores. Though the lender banks were holding 64.97% equity in the GTLIL by way of 1212.17 crores shares, the lender banks did not sell their equity in block deal while assigning the debt to the EARC nor did they proceed against the GTLIL under the Securitization and Reconstruction of Financial Institutions and Enforcement of Security Interest Act, 2002 (in short, SARFAESI Act) to secure their loan from the collateral securities which has depreciated value of about Rs.7944.50 crores. On