Reliance Communications, Aircel merger: Objection by GTL may be taken up by NCLT

Even as the National Company Law Tribunal (NCLT) takes a call on the RCom-Aircel merger later this month, it may consider an objection filed by a subsidiary of GTL against Aircel, an operational creditor. Meanwhile, lenders to Reliance Communications (RCom) will meet the firm’s management on Friday to review the telco’s financials. Chennai Network, a subsidiary of GTL, is believed to have objected to the merger in January this year. This was on the grounds that Aircel has not received an NOC (no objection certificate) from it for the merger with RCom, sources told FE. RCom is understood to have received NOCs from its lenders. According to sources, Aircel is yet to repay Chennai Network for some services rendered which makes Chennai Network an operational creditor. Should Aircel make a payment to Chennai Network before the next hearing, GTL would have no reason to object any longer. The Insolvency and Bankruptcy Code, 2016 states that “operational creditor means a person to whom an operational debt is owed and includes any person to whom such debt has been legally assigned or transferred”.

The Act goes on to say that when any corporate debtor — borrower — commits a default, a financial creditor, an operational creditor or the corporate debtor itself may initiate corporate insolvency resolution process. It was reported in the media recently China Development Bank had approached the NCLT last month objecting to the merger. A GTL spokesperson said in an emailed statement Reliance Communications and Aircel were both ‘esteemed’ customers of GTL Infrastructure Ltd. “We enjoy cordial business relationships with our esteemed customers, and stand committed to their success. As part of our corporate ethics and policy, we do not comment on speculative matters / media queries involving our customers,” the statement said.

Last month, a consortium of lenders to RCom had given the telco seven months time to pare debt and service loans regularly. The company whose net debt is a whopping Rs 45,000 crore, reported a net loss of Rs 948 crore in Q4FY17. The breather is part of a strategic debt restructuring (SDR) scheme, by which lenders can convert loans into equity, after seven months. Anil Ambani, chairman, RCom, had said the company hoped to pare loans by Rs 25,000 crore by end–September but had nevertheless sought more time to do so.

RCom has received the approval for the merger from the Securities and Exchanges Board. According to the merger terms, both RCom and Aircel’s controlling firm, Maxis Communications Berhad, will hold an equal stake of 50% each. The company also expects the sale of its towers business to fetch Rs 11,000 crore. Another Rs 14,000 crore is to be transferred to the proposed joint venture between RCom and Aircel.