Videocon’s Venugopal Dhoot moves NCLAT; says Twin Star Technologies’ offer too low

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Videocon group’s former promoter Venugopal Dhoot has moved the National Company Law Appellate Tribunal (NCLAT) against the decision of the lenders to accept the debt resolution proposal from a Vedanta group entity. Dhoot has claimed that the offer made by Twin Star Technologies was too low.

Banks will take a ₹42,000-crore haircut after the Mumbai Bench of the National Company Law Tribunal (NCLT) approved a bid by Anil Agarwal-backed Twin Star Technologies to acquire Videocon Industries for ₹2,962 crore. Claims worth ₹46,000 crore had been admitted under the insolvency process that began in December 2017.

NCLT expresses surprise

The NCLT, while approving the debt resolution plan, had expressed surprise that the bid placed by the Vedanta Group for acquiring 13 companies under the Videocon Group was almost the same value arrived at by the registered valuers for liquidation.

According to the valuation reports, the fair value of the Videocon group was ₹4,069.95 crore while the liquidation value was ₹2,568.13 crore. Twin Star Technologies has offered ₹2,962.02 crore to acquire Videocon

Dhoot had earlier promised to repay about ₹30,000 crore for taking back control of the conglomerate under Section 12 A of the Insolvency and Bankruptcy Code, which allows the withdrawal of the debt resolution proceedings under NCLT if the majority of the lenders agree to it.

But the offer by the Dhoot family entailed repayments until 2035, which was not acceptable to many banks on Videocon’s Committee of Creditors (CoC).

Promoters’ attempts

Dhoot’s fresh attempt to block the sale of Videocon assets comes at a time when several other promoters are also trying to do the same. For example, Kapil Wadhawan has also approached the Supreme Court claiming rights to bid for DHFL.

C Sivasankaran has also offered to take back control of Siva Industries by paying less than 7 per cent of the total outstanding debt.

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RBI raises loan limit to Directors on bank boards to Rs 5 cr, BFSI News, ET BFSI

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Mumbai, The Reserve Bank of India (RBI) has raised the limit of loan that can be given by banks to a Director on the board of a bank to Rs 5 crore from the previous cap of Rs 25 lakh.

In a circular issued on Friday, the central bank said that unless sanctioned by the Board of Directors or the Management Committee, banks should not grant loans and advances aggregating Rs 5 crore and above to any relative other than spouse and minor or dependent children of their own Chairmen and Managing Directors or other Directors. Same would be the rule in terms of relatives of Chairman or Managing Director or other directors of other banks.

Further, any credit facility given to the Directors and relatives of Directors have to be sanctioned by the appropriate authority in the financing bank, and the matter has to be reported to the board, it said.

Board approval would be required for loans given to major shareholders of the bank, or his relatives, where the shareholder holds more than 10 per cent in the bank.

There have been instances in the past wherein existing Directors allegedly misused their position to grant loans to favour their family members, as in the case of the former ICICI bank MD & CEO Chanda Kochhar who is alleged to have misused her official post to grant a massive Rs 3,250 crore loan to Videocon.

Allegedly, the loan was part of a quid pro quo arrangement under which Venugopal Dhoot invested Rs 64 crore in Chanda Kochhar’s husband’s NuPower Renewables.



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Videocon resolution may be back to square one after NCLAT stay, BFSI News, ET BFSI

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After NCLAT stayed the order of the NCLT of Mumbai Bench, the process of Videocon Industries’s liquidation case may start all over again. Legal experts also believe that SBI-led creditors may not do anything but the bid winner Anil Agarwal’s Twin Star may appeal in Supreme Court against the NCLAT order.

“As of now, NCLAT has stayed the order. The creditors (appellant) were possibly challenging the entire bidding approved by NCLT on the grounds that some procedures might not have been followed, opinions not being considered. Now there are high chances that the entire process can restart,” said Vikas Tomar, Partner, Indian Law Partners.

There are 35 financial creditors of Videocon, of which 19 major creditors, including SBI, Union Bank, IDBI, Central Bank, BOB and ICICI Bank approved the resolution, which includes the 95.85% haircut. But three minority shareholders, Bank of Maharashtra, SIDBI and IFCI rejected the resolution on the ground of low resolution and filed an appeal in NCLAT.

Large versus Minority Creditors versus Bidder

The plea of minority shareholders is heard and the whole case will move in a direction to get more benefits for the financial creditors.

“Banks are normally prepared to take a 60-70 per cent haircut on payments if an insolvency process is initiated. The bid was also rejected on the grounds that they should be compensated upfront and in cash rather than through NCDs. Accepting this bid will just increase the banks’ losses, and now their only option is to call for bids from interested parties,” said Sonam Chandwani. Managing Partners, KS Legal and Associates.

The main ground of the minority shareholders was the low resolution amount.

“The large financial creditors like SBI and others may prefer to keep quiet and wait for the court to do its process. But there are high chances that Anil Agarwal’s Twin Star Technologies may appeal in Supreme Court against NCLAT order,” said a legal expert who did not want to be identified.

There were 11 bidders for Videocon but only three had bid for the whole Videocon’s group assets. The majority of them had bid for only a particular division of the company. Hence on one side, there is a big hope that minority shareholders will recover more, but on the other side there the whole process may take a long time.

The Videocon resolution case has been one of the most dramatic in the IBC process. Starting from Chanda Kochchar, former MD and CEO, ICICI Bank losing her job and facing trials with investigative agencies for irregularities in the giving loans to the group, to the fresh challenge to the resolution process, it has been a bumpy road.



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Former RBI DG, BFSI News, ET BFSI

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MUMBAI: The government’s move to privatise two state-owned lenders presents an “exciting” opportunity for investors looking to get into the business, former RBI Deputy Governor N S Vishwanathan on Thursday said.

What is good for the country will have to be looked at while deciding on the entity, which will be granted a license, he said while speaking at an event of industry lobby IMC Chamber of Commerce and Industry.

Replying to suggestions asking for entry of corporates and concerns over ownership and voting caps, Vishwanathan said world over, including the developed countries, there are restrictions on who is allowed to start a bank, which deals with people’s deposits.

On the point of corporates having the capital to plough into an entity, he said a real economy entity will also be affected by stress in the broader economy and we ought to defend against the stress from other businesses seeping into a bank.

“The government’s thought process of privatising a couple of public sector banks provides an excitable opportunity in that space,” Vishwanathan, who used to handle the all-important banking regulation and supervision functions at the central bank, said.

Vishwanathan said while the Insolvency and Bankruptcy Code (IBC) did well in the initial days, concerns are coming out over the recovery ratios lately and stressed that the same needs to be “addressed”. The remarks came in the light of the resolution in the Videocon case, where lenders have been offered only 5 per cent recovery.

Abizer Diwanji of consultancy firm EY said defaults are bound to happen in the banking business, but one has to deal with them upfront rather than taking 5-7 years to deal with it.

The delay in resolving the stress can erode value, which can be realised, he said, adding that the assets that are yielding very low-resolution percentages could fetch upwards of 50 per cent if the resolution attempts were made earlier.

Vishwanathan said we will first have to resolve whether to allow corporates or not before deliberating on whether those having NBFCs should be given the opportunity to run a bank.

Warburg Pincus‘ Narendra Ostawal said private equity firms like his will be interested in investing in the bank privatisation process and see it as a “huge opportunity”.

“The core issue here is regulatory. What is the extent of economic ownership and governance control an owner would get through the privatisation process? I think that will drive the success,” he said.

The PEs need degrees of freedom in terms of governance and commensurate ownership like getting new management, he said, adding more fractured ownership you have, the tougher it is to build consensus around the turnaround.

Vishwanathan said all over the world, banks have a dispersed holding structure and added that the promoter is required to have a certain level of ownership as well.



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BOM, SIDBI and IFCI reject resolution, move NCLAT, BFSI News, ET BFSI

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In an unusual move, lenders of Videocon Industries agreed to take the 95.85% haircut on the accounts. But not all. Out of the total 35 financial creditors, four have dissented and 12 have abstained from voting. The rest of the lenders voted for the resolution.

Out of four creditors who have decided to go against the resolution order of NCLT dated June 8, 2021, and appealed in the NCLAT, are bankers.

The dissenting financial creditors are Bank of Maharashtra, SIDBI and IFCI, while the other is ABG Shipyard, which holds O.024%.

The combined shareholding of the four dissenting creditors is around 4%.

“We are against the resolution because the quantum is very low. We do not believe that this is a fair valuation and hence we have appealed in the Appellate Tribunal,” said A S Rajeev, MD & CEO, Bank of Maharashtra.

Following are the percentage share of the creditors who rejected the Videocon Industries resolution plan:

Creditors Share Value
Bank of Maharashtra 1.97%
SIDBI 0.053%
IFCI 1.3%
ABG Shipyard Ltd 0.024%


Videocon valuation

The resolution team of the valuation experts concluded the total dues of Videocon Industries to Rs 4,069 crore. Whereas the liquidation value was Rs 2568.13 crore. The resolution plan of Twin Star Technologies, a company owned by the chairman of Vedanta Group Anil Agarwal, was approved against the actual dues of about Rs 71,000 crore.

“We should not only look at the balance-sheet value but think about the actual receivables as well,” added Rajiv.

Resolution process

There are many cases like Siva Industries, Jet Airways where financial creditors have taken a huge haircut. But among the high profile cases, Videocon Industries resolution is the only case where lenders have taken maximum haircut till date. Even the NCLT in its order observed this and made a sharp comment.

“As per the CoC approved Resolution Plan, Assenting Secured Financial Creditors would get only 4.89%, Dissenting Secured Financial Creditors would get only 4.56%, Assenting Unsecured Financial Creditors would get only very meagre amount of 0.62%. Out of total claim amount of Rs 71,433.75 crores, claims admitted are for Rs 64,838.63 crores and the plan is approved for an amount of only Rs 2,962.02 Crores which is only 4.15% of the total outstanding claim amount and the total hair cut to all the creditors is 95.85%. Therefore, the Successful Resolution Applicant is paying almost nothing and 99.28% hair cut is provided for Operational creditors,” the order said.

The top seven creditors which hold more than 7% of the debt and voted for the resolution in Videocon:

Creditors Share Value
State Bank of India 18.05%
IDBI Bank 16.6%
Union Bank of India + Corporation Bank + Andhra Bank 9.7%
Central Bank of India 8.43%
Bank of Baroda + Vijaya Bank + Dena Bank 6.93%
ICICI Bank 5.47%
PNB + OBC + UBI 5.02%

Liquidation takes over resolution

On one side, the top creditors want to wash away their hands and do not want to carry forward any stress, it’s the smaller lenders who are making some noise. Also, considering the huge loss to financial creditors, industry veterans and experts are criUnion Bank of India + Corporation Bank + Andhra Bankticising the whole resolution process.

Experts have been raising doubts over the whole resolution process.

In an interview with ETBFSI earlier, Siby Antony chairman of the ARC Association of India of said, “IBC is not the right solution. It is a resolution tool. If there is no resolution, automatically it goes to liquidation. That is a big problem. Resolution can be made if the underlying business is robust.”

Also, one of the top corporates Harsh Goenka has said that public money is being looted under resolutions. In the NCLT order itself, the bench has mentioned in the bracket (Hair cut or Tonsure, Total Shave).



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Banks move to invoke personal guarantees, promoters of 17 defaulting firms may lose their wealth, BFSI News, ET BFSI

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Banks have approached the National Company Law Tribunal for invoking personal guarantees of promoters of 17 defaulting companies.

The defaulting promoters include those of Punj Lloyd, Amtek Auto, ABG Shipyard, Videocon, Varun Shipping, and Lanco, according to reports.

Armed with a Supreme Court order, banks are looking to invoke personal guarantees of tycoons from Venugopal Dhoot to Kapil Wadhawan to recover unpaid loans from their delinquent firms

The guaranteed debt

According to an estimate, the top 10 personal guarantors have guaranteed debt of over Rs 1.6 lakh crore. Among the big names, former promoters of Bhushan Steel and Power Sanjay Singhal and his wife Aarti Singhal had furnished personal guarantees worth up to Rs 24,550 crore to take loans from a consortium of bank led by State Bank of India (SBI).

The former promoter of Reliance Communications, Anil Ambani, has also given a personal guarantee against the loan taken. Erstwhile promoter Wadhawan stands guarantee to loans taken by DHFL, which is sitting on debt of about Rs 90,000 crore, while Dhoot has also given a personal guarantee to a portion of Rs 22,000 crore loan to Videocon.

The SC order

The Supreme Court in May had held that the November 15, 2019 government notification allowing creditors, usually financial institutions and banks, to move against personal guarantors under the Insolvency and Bankruptcy Code (IBC) was ‘legal and valid’.

Post the judgement, a senior official of a public sector bank said banks are assessing the level of involvement of those directors who pledged their personal guarantee against the loan.

Banks have started receiving calls from some of the promoters for the exclusion of their personal guarantee from the non-performing assets. Some of them are coming forward to resolve bad loans to save their personal wealth.

Most of the promoters thought that once their case is admitted under IBC, their past obligations cease.

However, the order has generated fear among the promoters and directors who pledged their personal guarantee of losing their personal wealth as part of the resolution process.

The personal guarantees are likely to expedite the resolution process as the guarantor stands the risk of losing personal property.


The hurdle

Many of these promoters are being investigated for fraud and their assets are already attached by the investigative agencies. Getting these assets released from the law agencies will take time.

SBI action

SBI was one of the respondents to the 74 petitions and challenges by promoters on invocation of personal guarantees. It has been in the forefront of invoking guarantees of promoters of defaulting companies. It had invoked Rs 1200 crore of guarantees given by Ambani for defaulting companies Reliance Communications and Reliance Infratel.

SBI had also approached the Mumbai bench of the NCLT to initiate guarantees by the Videocon Indsutries‘ Dhoot brothers totalling Rs 11,500 crore.

It had also taken Bhushan Power & Steel promoter Sanjay Singal to court to recover Rs 12,276 crore dues to the bank for which he was a guarantor. All these promoters had challenged these actions in court.



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IL&FS recoveries may top 61%, lift sagging IBC average in 2021, BFSI News, ET BFSI

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Amid the near liquidation value recovery of Videocon and Siva Industries assets, IL&FS resolution may bring some cheer for the lenders.

At the group level, it is likely to recover 61% against the average 39% for IBC overall. The average IBC recoveries for the last fiscal had dropped to a quarter.

IL&FS is likely to recover Rs 61,000 crore assets from the group debt of Rs 99,000 crore as of October 2018, an increase of 5,000 crore over the earlier estimate.

“Between now and September 2021, we see this (Rs 43,000 crore of addressed debt) number going up in excess of Rs 50,000 crore. Thereafter, we are increasing our overall estimate of what we think we can resolve to Rs 61,000 crore, or close to 62 per cent, of the total debt,” Kotak said. The upgrade in potentially addressable debt by Rs 5,000 crore (to Rs 61,000 crore) has been largely on account of improved valuations, better operating performance and enhanced recoveries from non-group exposures, the Group had said in September. This includes the debt addressed through resolution, restructuring and liquidation across 347 IL&FS companies.

According to the quarterly newsletter of the Insolvency and Bankruptcy Board of India for March 2021, the recovery through resolution amounted to about 39% and through liquidation around 4%. According to bankers, recovery in the IBC process has had extreme outcomes.

The IL&FS playbook

As of end-March 2021, of the 347 entities, 186 have been resolved with Rs 43,000 crore of debt addressed.

The 347 companies in the group have been reduced to 167 and are expected to drop further to below 100 by the end of the year. This was done by shutting down or selling off a large number of foreign and local subsidiaries.

In the case of road projects, where conventional investors were spoilt for choice given the road projects on

sale, the board decided to go for the alternative option of setting up an infrastructure investment trust (InvIT).

While the new board has addressed a major chunk of the debt, the challenge is resolving IL&FS Financial Services and the remaining cases of dozens of companies where the amounts involved are relatively small. In the case of I-FIN, the board is understood to have dropped the plan to sell Rs 5,000 crore worth of loans after bids came in the range of 5%.



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RCom bidding may be back to square one, haircut may exceed 65%, BFSI News, ET BFSI

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Lenders of Reliance Communications are staring at lesser recovery prospects as they may have to go for fresh bidding.

They are worried that similar to the Aircel case, the Reserve Bank of India (RBI) is unlikely to permit asset reconstruction firm UVARCL buying RCom’s spectrum and other assets under a resolution plan.

The delay is rapidly eroding the value of the assets, especially spectrum, further depleting the amount the lenders were hoping to recover.

Aircel case

In the Aircel case, RBI denied UVARCL permission to buy Aircel’s assets for flouting norms under the Sarfaesi (Securitisation and Reconstruction of

Financial Assets and Enforcement of Securities Interest) Act. The RBI decision came even after the National Company Law Tribunal (NCLT) had approved the Aircel resolution plan.

According to the Sarfaesi Act, asset reconstruction companies cannot infuse equity into an insolvent company at the resolution stage.

The RCom resolution

RCom’s committee of creditors (CoC) cleared the resolution plan in March 2020, which would have seen UVARCL buy all assets, including spectrum, under RCom and Reliance Telecom, while a Reliance Jio unit was to buy the company’s towers housed under Reliance Infratel.

The plans were filed in the NCLT a few days later.

While the NCLT has cleared the tower sale to Jio, it has not cleared the transfer of the other assets to UVARCL yet. The tower sale, though, has not yet been implemented, with Jio recently approaching the NCLT with fresh concerns. RCom had filed for bankruptcy in 2019.

Under the resolution plan, UVARCL is expected to pick up RCom’s spectrum for Rs 12,760 crore, with the total recovery expected to be in the Rs 20,000-23,000 crore range against claims of Rs 57,382 crore, a roughly 65% haircut for lenders. Jio is to buy the towers for nearly Rs 5,000 crore.

Recovery worries

The IBC process has recently come under criticism after high-profile accounts such as Videocon were sold for near liquidation value and settlement in the case of Siva Industries yielded pittance.

The realisation for financial creditors from IBC declined significantly in FY2021 with a total resolution amount of around Rs 26,000 crore, almost a quarter of the realisations in fiscal 2020.

The pandemic has increased operational challenges for the various parties involved in a CIRP, which resulted in limited cases yielding a resolution plan. The suspension of new proceedings under the IBC for the entire FY21 resulted in a sharp slowdown in the resolution process.

Out of the total 4,300 cases that have been admitted to bankruptcy courts since FY17, only 8% has been resolved and nearly 40% of the cases are still pending. About 30% of the cases have seen liquidation.



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Lenders say they will get 26% of their dues, BFSI News, ET BFSI

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The lenders to Siva Industries have told the National Company Law Tribunal that they will get 26% of their dues after taking into account third-party guarantors. Operational creditors will get part of their dues under the settlement plan, according to a report.

The deal has raised eyebrows as such offers by promoters were rejected in the past.

The NCLT, Chennai, has to explain the rationale behind the one-time settlement (OTS) offer made by Siva Industries under Section 12A of the Insolvency and Bankruptcy Code (IBC), 2016. The lenders have also been asked to give the timeline of cash flow to all the creditors.

Until the last payment is made to the lenders within the deadline of 180 days set in the OTS application, the liabilities of the company will not be extinguished, according to the report.

On the reason why they approved the 12A petition of promoters banks told the court that if a company is liquidated or in a resolution plan involving a third party, all operational creditors, including tax authorities, are wiped out

Also, the IDBI Bank‘s claim of Rs 644 crore will be paid while Blackstone-backed International ARC will get an additional amount of Rs 510 crore via land sale, according to the report.

The settlement

Lenders of Siva Industries and Holdings have approved a one-time settlement proposal from the promoter under which they will take a 93.% haircut and just Rs 5 crore upfront cash.

Of the company’s total dues of Rs 4,863 crore, the IDBI Bank-led lenders will get Rs 313 crore, excluding upfront payment, within 180 day of receiving NCLT nod.

They will recover Rs 318 crore, with Rs 5 crore as upfront cash, out of the company’s total dues of Rs 4,863 crore. This amounts to a haircut of 93.5 per cent.

The holding company owes financial and other creditors about Rs 5,000 crore. Tata Sons had filed a claim of Rs 863 crore against the Sivasankaran group company but that was rejected by the latter’s interim resolution professional.

The creditors received an offer from Mauritius-based Royal Partner for the company but that was rejected on the grounds that the investor had been unable to demonstrate its seriousness in completing the deal.

Unusual deal

Bankruptcy experts have termed the development unusual, citing the rejection of such offers by promoters in the past.

The acceptance of Sivasankaran’s offer differs from the usual pattern of rejection by creditors of such deals proposed by promoters seeking to withdraw their companies from bankruptcy proceedings.

Atul Punj of Punj Lloyd, Videocon’s Venugopal Dhoot, Sanjay Singal of Bhushan Power and Steel, and the Ruias of Essar Steel had all made offers to creditors to persuade them to drop bankruptcy proceedings. All were rejected.

In DHFL’s case, the promoter Kapil Wadhawan had offered to repay the debt in full, but the lenders ruled in favour of Piramal.

Experts say while banks may be getting the most out of such settlement in absence of any serious bid, but such a move weakens the IBC, especially Section 29A that bars promoters from bidding for their assets in a bankruptcy court. The Siva deal, if it goes through, could set a precedent of promoters striking settlement deals with banks when there are no bidders.



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Barring a few like Essar, banks have lost 80% dues in top NCLT resolutions, BFSI News, ET BFSI

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The resolution of Videocon Industries close to the liquidation value has put the spotlight on realisations through the Insolvency and Bankruptcy Code mechanism.

Bankers have lost over Rs 40,000 crore in the Videocon account, as Anil Agarwal’s Twin Star snapped the company for less than Rs 3,000 crore.

In over 363 major NCLT resolutions since 2017, banks have taken an average haircut of 80% over the past four years, the largest among them being Deccan Chronicle (95%), Lanco Infra (88%), Ushdev International (94%) and Zion Steel (99%).

While RBI has pointed to a recovery rate of 45% in IBC so far, barring the recovery rates in the top nine accounts, recoveries in other accounts average 24%. The top nine accounts were from the steel sector which led to good recoveries, while accounts in the power and infrastructure sectors struggle for buyers.

Lenders have been able eke out good recoveries in steel sector, with the highest being in the case of Essar Steel where lenders got 90% of their dues.

Fiscal 2021 drop

The realisation for financial creditors from IBC declined significantly in FY2021 with a total resolution amount of around Rs 26,000 crore, which is almost a quarter of the realisations in fiscal 2020.

The pandemic has increased operational challenges for the various parties involved in a CIRP, which resulted in limited cases yielding a resolution plan. The suspension of new proceedings under the IBC for the entire FY21 resulted in a sharp slowdown in the resolution process.

Out of the total 4,300 cases that have been admitted to bankruptcy courts since FY17, only 8% has been resolved and nearly 40% of the cases are still pending. About 30% of the cases have seen liquidation.

From its commencement in December 2016, 4,376 CIRPs have been admitted, of which 2,653 were closed till March 2021,

About 40% of the cases admitted by the NCLT were closed on appeal or settled or withdrawn under Section 12A which highlights that at least some promoters have been more willing to pay their dues to keep the IBC proceedings at bay. The extent of cases being referred to liquidation remains high at about 40% and only a quarter of such cases have seen the liquidation process come to a conclusion. The average realisation through liquidation has been a mere 3% of the claim amount.

Fiscal 2022 hopes

Although rating agency ICRA estimates that financial creditors could realise about Rs 55,000 crore to Rs 60,000 crore in FY2022 through successful resolution plans from the IBC. The higher realisation by the financial creditors would depend on the successful resolution of 8-9 big-ticket accounts, as more than 20% of ICRA’s estimated realisation for the year could be from these alone.



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