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DBS Bank Limited Singapore vs. Ruchi Soya Industries Limited

Not available · 2024 INSC 14Decided 3 Jan 2024
Not available

Background

DBS Bank had lent about Rs. 243 crore to Ruchi Soya Industries, secured by an exclusive first charge over specific company assets. When Ruchi Soya went through insolvency resolution, a plan by Patanjali Ayurved was approved by 96.95% of the Committee of Creditors on a pari passu (equal) distribution basis; DBS Bank, holding superior/exclusive security, voted against the plan and argued it should instead receive at least the liquidation value of its specific security interest, not a pro-rata share alongside unsecured creditors. Its challenge was rejected by the NCLT and NCLAT, leading to this appeal, which also had to consider a 2019 amendment to Section 30(2)(b)(ii) of the IBC affecting minimum payouts to dissenting creditors.

Decision Breakdown

The Court examined how Section 30(2)(b)(ii) (as amended in 2019) should be read alongside the Committee of Creditors' commercial freedom to decide distribution mechanisms and the statutory priority scheme under Section 53 of the IBC. It held that a dissenting secured financial creditor who votes against a resolution plan is entitled to receive at least the liquidation value of its security interest under Section 53(1), and that the Committee of Creditors cannot simply impose a flat pari passu distribution that ignores the differing quality of security held by different creditors. Because this conclusion took a different view from the Court's own earlier ruling in India Resurgence ARC Private Limited on the same provision, the bench held that the point of law needed authoritative resolution and referred the question to a larger bench, placing the matter before the Chief Justice of India for that purpose, rather than finally deciding the appeal itself.

Lesson Learnt

A secured creditor's superior security interest is not automatically ignored just because the majority of creditors approve an equal, pro-rata distribution plan. The law gives a dissenting secured creditor a right to at least the liquidation value of its specific security, though the precise scope of that protection was significant enough that the Supreme Court itself referred conflicting interpretations to a larger bench.

Official source (sci.gov.in)View Judgment (PDF)

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