NCLT asks Sebi to conclude probe into ITC, LIC allegations against Leela

Mumbai: The National Company Law Tribunal (NCLT) Tuesday directed market regulator Sebi to conclude its probe into allegations against Hotel Leelaventure by the company's two minority shareholders ITC and LIC.

The NCLT's Mumbai bench comprising V P Singh and Ravikumar Duraisamy said the regulator should conclude its examination on the matter before the next date of hearing, on July 8.

Earlier in April, ITC had sought a waiver of the 10 per cent minimum shareholding requirement to file a petition alleging oppression and mismanagement against the hotel management and its lender JM Financial ARC and also to prevent the premium hotel chain from going ahead with the ongoing sale to Canadian fund house Brookfield for Rs 3,950 crore that was announced in March.

"We were suppressed of our rights as a shareholder. The postal ballot notice has not addressed many issues. It is a classic case of majority acting against minority shareholders using oppressive means, as they own 73 per cent. "We want protection for our shareholding so that the promoters cannot get away with a fraudulent deal," the ITC counsel had told the tribunal.

He noted that in 2017, JM Financial ARC bought the debt of Hotel Leela from banks and got 26 per cent shareholding after converting the debt into equity. This led to the dilution of ITC's shareholding to below 10 per cent, J Khambatta argued.

As per the information available with the bourses, ITC holds 7.92 per cent stake in Hotel Leelaventure as of the December 2018 quarter. Under Section 241 of the Companies Act, 2013, a minimum shareholding of 10 per cent is required to file such cases. The tribunal had issued notices JM Financial and Hotel Leelaventure to reply within three weeks and file rejoinders in two weeks thereafter.

ITC said all major hotels of Hotel Leelaventure are being sold off excluding the flagship Mumbai property, which is facing a legal battle with the Airports Authority over land lease, and also a land parcel in Hyderabad, which the hotel group is developing with Prestige Developers.

Under the deal with Brookfield, the Leela promoters will get over Rs 300 crore from the buyer under royalty and management consultancy agreements for the next five years.

"We are seeking deal details or the valuation report but the company is not co-operating," the ITC counsel had added.

The Securities and Exchange Board in a letter to Hotel Leelaventure had said it has received representations from ITC apart from Life Insurance Corporation.

Earlier on March 18, Brookfield had agreed to acquire four hotels in New Delhi, Chennai, Bengaluru and Udaipur, and a land parcel in Agra from Hotel Leelaventure for Rs 3,950 crore. The deal is yet to go through. The flagship Mumbai property is not part of the deal and together these five hotels have over 1,400 rooms.

JM Financial ARC had filed insolvency application against the Mumbai-based hotel chain in January, which owes around Rs 5,900 crore to lenders.

The Brookfield-Leela deal will also entail buying the Leela brand, existing and all its upcoming management contracts apart from absorbing the employees of these four hotels being taken over by the Canadian fund.