Creditors Raise Concerns Over Hinduja’s ₹7,300 Crore Debt Proposal for Reliance Capital

The Creditors for Reliance Capital has expressed significant concerns over the term sheets submitted by IndusInd International Holdings Ltd (IIHL), Hinduja Group, for a proposed ₹7,300 crore debt raise. This development is part of the ongoing resolution process for Reliance Capital, which began in November 2021 when the Reserve Bank of India replaced its board due to governance issues and payment defaults. At that time, Reliance Capital had accumulated debt exceeding ₹40,000 crore.

The current situation stems from IIHL’s successful bid to acquire Reliance Capital through a resolution plan approved by the National Company Law Tribunal (NCLT) in February. IIHL’s plan involves raising ₹7,300 crore through debt and providing an additional ₹2,750 crore via equity or cash, which has been deposited in the Committee of Creditor’s escrow accounts.

However, the implementation of this plan has hit a roadblock due to the rigid conditions attached to the debt offering. The CoC are worried about some conditions can only be met after executing the resolution plan. This complicates accessing funds needed to pay Reliance Capital’s lenders, as these conditions must be fulfilled before the drawdown.

The term sheets outline several key conditions such as transferring 26% shareholding in insurance companies to Aasia (a Hinduja Group company), delisting Reliance Capital’s shares and debentures, establishing securities for IndusInd International Holdings Ltd ‘s lenders, and fresh unrecorded NCDs of Reliance Capital. Additionally, the terms require pledging Reliance Capital equity shares issued to IIHL and its assets to new lenders. They also require pledging 100% shareholding of Reliance Securities Limited, adding complexity to the process. A Non-Disposal Undertaking (NDU) on the equity securities of Reliance Asset Reconstruction Company held by Reliance Capital is also proposed as a condition precedent. The term sheets suggest that additional terms may be introduced in the final binding agreements, further complicating the situation.

IIHL has asked 360 One and Barclays to raise the required debt, with former tasked to secure ₹5,000 crore and the latter responsible for the remaining ₹2,300 crore. Following NCLT’s instructions, IIHL agreed during a Monitoring Committee meeting to share these term sheets with the lenders, under the condition that stakeholder confidentiality would be maintained.

In response to these complications, the CoC has taken protective measures. An application has been filed with the National Company Law Appellate Tribunal (NCLAT) seeking to forfeit IIHL’s ₹2,750 crore equity component if a default occurs. This legal move aims to protect the interests of creditors by introducing a significant penalty for non-compliance, potentially influencing the resolution process and IIHL’s commitment to fulfilling its obligations. Additionally, they are requesting that IIHL pay interest on the ₹7,300 crore debt component from August 8 until the actual payment date. The CoC has asked IndusInd International Holdings Ltd to supply with definitive agreement papers for review. This request stems from concerns about potential additional terms in the final agreements. This situation has created tension between the CoC and IIHL, with delays in executing the resolution plan approved in February.

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