13 August 2019: Key stakeholders in the beleaguered Dewan Housing Finance Corporation (DHFL), including the consortium of bankers, unsecured creditors and potential PE investors, are discussing the possibility of a legal framework which would indemnify them from any future claims made against the company.
The stakeholders want protection from any litigation which might arise due to fresh claims against the company, especially after PE funds have bought stake in the company and the resolution plan has been cleared by the bankers.
The matter has come to the fore since many mutual funds, which lent money to DHFL, are yet to recover their dues. DSP Mutual Fund has initiated legal action against DHFL for recovery of around Rs 180 crore. Mutual funds are not formally bound by the inter-creditor agreement, which has to be mandatorily signed by banks to mark their consent to work on a resolution plan as per Reserve Bank rules. So claims can arise even after a resolution plan.
According to sources privy to the discussions, the prospective investors of DHFL have made it clear that in the absence of such legal protection, they would prefer to bid for the company through a National Company Law Tribunal (NCLT) process. They said that since such a process would have the legal sanction of the NCLT, it would be free from any future legal claims against the firm.
A source involved in the discussions says: “Such a legal structure will provide comfort to potential buyers besides helping the lenders attract a wider participation from strategics who may have kept away — apart from PE investors AION Capital or Cerberus which have shown interest.”
A spokesperson for DHFL did not respond to a query on the issue and an email to AION Capital did not elicit any response.
DHFL has sent a resolution plan to the consortium of bankers. Its broad feature is a request for extending credit lines to the company to the tune of around Rs 1,500 crore every month so that it can kick-start fresh lending. It also envisages a moratorium on repayments and that there should principally be no haircuts to any creditors. The plan is under scrutiny by the consortium of banks. As a result, DHFL is unlikely to be able to pay its interest obligation of Rs 440 crore in the next two months to secured lenders (those holding NCDs) against a principal outstanding of Rs 4,770 crore.
Those involved in the discussions say that an earlier move to carve out DHFL’s retail loan portfolio into a separate company and sell it to an investor was abandoned as lenders were not keen on such a deal. As a result, PE funds like AION are now willing to pick up a stake in DHFL and are also looking for control. The company’s promoter, Kapil Wadhawan, had hinted earlier that he would be willing to give joint or even a controlling stake in order to get funds for the company.