New Delhi: The Modi government on Monday moved to take immediate control of Infrastructure Leasing and Financial Services (IL&FS), after the National Company Law Tribunal granted approval to a petition made by the central government.
The development is a rare move that highlights the extent of woes at the debt-laden financing and construction firm, whose recent defaults have roiled Indian markets.
The last time the Indian government took over a private company was in 2009, when it did so with Satyam Computer Services, where an accounting scandal threatened the confidence of the information technology sector.
The government, which had filed an application with the National Company Law Tribunal (NCLT) to remove the board of the company, received approval from the tribunal on Monday afternoon to replace all board members.
“IL&FS’ suspended directors shall not represent the company anywhere. The new board shall hold meeting and report the road map for IL&FS before October 8,” the NCLT said in its order.
The new six-person board will include India’s richest banker, Uday Kotak, and ICICI Bank chairman G.C Chaturvedi. The full list is: Uday Kotak, Vineet Nayyar, GC Chaturvedi, Malini Shankar, Nand Kishore and GN Bajpai.
The new board’s first order of business will to be elect a chairperson amongst themselves.
In remarks made to CNBC-TV 18, newly appointed member Malini Shankar said that the newly appointed board “will have to look at the bad assets at IL&FS & try to come up with solutions”.
Why did the Centre step in?
IL&FS and its subsidiaries, with a combined debt of more than Rs 91,000 crore, defaulted on obligations multiple times in the last couple of months. That led to concerns about non-bank lenders as fears spilled over to the equity markets.
“The current IL&FS crisis could have an adverse impact on the financial stability of the economy,” a government lawyer told NCLT on Monday. A collapse of IL&FS could spark the collapse of many other players in the non-banking financial services sector, the lawyer cautioned.
Also read: IL&FS: India’s Giant and Insolvent Shadow Bank Needs a Giant Bailout
“Ravi Parthasarathy, along with CEOs and CFOs, were painting a rosy picture of the company deliberately despite knowing the truth,” said Sanjay Shorey, joint legal director in the corporate affairs ministry. Shorey added that the difficulties of the company could create issues for the financial sector as a whole and that was why the government wanted to change the board.
The Centre had appealed to the NCLT under sections 241 and 241 of the Companies Act (2013), which allows the tribunal to intervene in cases where the affairs of a company are being conducted in a manner that is “prejudicial to public interest”.
In a detailed statement issued on Monday evening, the finance ministry noted the “decision to supersede the existing board” was taken after examination of a report from the corporate affairs ministry which brought out “serious corporate-related deficiencies in the IL&FS holding company and its subsidaries”.
Firm and Decisive Government Action taken to preserve value and assets of IL& FS; For full details, please log on: https://t.co/elyGZ0Gi6J
— Ministry of Finance (@FinMinIndia) October 1, 2018
“…The fact that the company continued to pay dividends and huge managerial pay-outs regardless of looming liquidity crisis shows that the management had lost total credibility. There have also been serious complaints on some of the companies for which an SFIO investigation has been ordered into the affairs of IL&FS and its subsidiaries,” the finance ministry noted in its statement.
“Towards this end, the Government is committed to ensure that ILFS Group receive much needed temporary liquidity support. It is hoped that financial institutions would be supportive for providing urgent liquidity,” it added.
The government’s intervention could now throw into question IL&FS’ restructuring plan for which it has just secured shareholder support. Its string of defaults has already led to several rating cuts on the company and its subsidiaries that house some of its massive 910 billion rupee ($12.55 billion) debt pile.
The government had on Monday morning sought approval from NCLT to nominate 10 directors, including the managing director of Kotak Mahindra Bank Uday Kotak as IL&FS’ non-executive chairman.
This comes after IL&FS announced on Sunday that its shareholders had approved a plan to raise funds via debt and equity issuances. Earlier, the firm had said its board would develop a “comprehensive” restructuring plan to pay its dues through asset sales and a rights issue.
Restructuring plan
India’s Life Insurance Corp Ltd, IL&FS’ biggest shareholder with a more than 25% stake, had said last week that it would participate in the rights issue.
IL&FS’s other large investors are Japan’s ORIX Corp with a 23.54 percent stake and Abu Dhabi Investment Authority (ADIA) with 12.56 percent. India’s biggest lender by assets, State Bank of India (SBI), also owns a 6.42 percent stake in IL&FS.
Also read: IL&FS Wins Shareholders’ Approval for Restructuring Plan
LIC and Orix were not immediately reachable for comment on the government’s move. SBI and ADIA declined to comment, while IL&FS said it would not comment as the matter is currently being heard in court.
India has rarely stepped in to take control of a private company. A bid by the government to take control of debt-laden realty firm Unitech Ltd in late 2017 was stalled by the Supreme Court after the move was challenged.
The government did take control of Satyam Computer Services in 2009, when an accounting scandal at the firm shook investor confidence in the information technology sector.
Satyam’s board was dissolved by the government after its chairman and founder, Ramalinga Raju, revealed India’s biggest corporate accounting fraud.
The government then set up a new board to stabilise the struggling software company, which was later sold to Tech Mahindra.
(With inputs from Reuters)