O R D E R

% 12.08.2024 CM APPL. 46089/2024 (Ex.)

1. Allowed, subject to all just exceptions.

2. The application stands disposed of.

W.P.(C) 11150/2024 & CM APPL. 46088/2024 (Interim Stay)

3. The petitioner is invoking the writ jurisdiction of this Court under Article 226 read with Article 227 of the Constitution of India, thereby assailing the rejection of their One-Time Settlement proposal [„OTS‟] dated 03.08.2024, which decision is alleged to have been taken by the respondents in a mechanical and arbitrary manner.

4. Learned counsel for respondent No.2/State Bank of India [„SBI‟] and learned counsel for respondent No.3/Union Bank of India [„UBI‟] are present on advance notice.

5. None appeared on behalf of respondent No.1/Reserve Bank of India [„RBI‟], respondent No.4/Indian Overseas Bank, respondent No.5/India Infrastructure Finance Company Ltd., respondent No.6/Punjab National Bank and respondent No.7/Bank of Baroda, despite sending advance notice. Evidently, respondent no. 2 SBI is the lead banker of the consortium of banks.

6. Having heard learned counsels for the parties present and on perusal of the record, the grievance of the petitioner is that although an „OTS; proposal was submitted on 02.08.2024, the same was not considered by the respondents as per the RBI Guidelines and a meeting of the Joint Lenders/consortium banks was hurriedly convened on 03.08.2024, wherein the proposal was arbitrarily rejected, without even given a counter offer. Reliance is based on the decision passed by the Supreme Court in Bijnor Urban Cooperative Bank Ltd. v. Meenal Agarwal1.

7. Per contra, learned counsels for respondents No.2 and 3 have shared the hard copies of the minutes of the Lenders Meeting held on

03.08.2024, apparently containing reasons for rejection.

8. It is also pointed out that the matter is pending before the National Company Law Tribunal [„NCLT‟], wherein order dated 23.07.2024 was passed thereby affording an opportunity to the petitioner company/SRA and subsequently the matter came up on 05.08.2024, on which date even costs have been imposed upon the petitioners for attempting to delay the pending proceedings under the IBC2. It is, however, stated that the soft copy of the said order is yet to be uploaded.

9. It is also pointed out that the matter is coming up before the NCLT tomorrow i.e., 13.08.2024.

10. At this juncture, since learned Senior Counsel for the petitioner

1 (2023) 2 SCC 805

2 Insolvency and Bankruptcy Code, 2016 submits that being the SRA3 they admit their liabilities for the Corporate debtors but in light of the fact that they are suffering from a financial conundrum owing to long pending arbitration dispute with the National Highway Authority of India [„NHAI‟], for now they are unable to discharge their liabilities. It is submitted that the claims from NHAI, as and when realised, shall afford sufficient security for satisfaction/ realisation of the debts of the consortium banks. It is also pointed out that the resolution dated 3rd August, 2024 is deliberately silent about three earlier „OTS‟ submitted by the petitioner company.

11. It is vehemently urged that the lead banker SBI is not taking a financially prudent decision in as much as no counter offer or proposal has been given and the rejection of their OTS is not in public interest.

12. In view of peculiar facts and circumstances of the matter, the petitioner company is granted liberty to submit another „OTS‟ with the lead banker i.e. respondent No.2/SBI within a week and the matter may be considered thereafter by the Settlement Advisory Committee within two weeks after affording an opportunity of hearing to the petitioner company. This is without prejudice to rights and contention of the parties.

13. In view of the above, the learned NCLT may proceed as per law after four weeks.

14. Re-notify on 03.12.2024.

15. A copy of this order be given dasti under the signature of the Court Master.

DHARMESH SHARMA, J.

AUGUST 12, 2024 sp

3 Special Resolution Applicant