# Pravin R. Navandar, Resolution Professional of the VOVL Ltd. Vs. BPRL Ventures BV [I.A. No. 702 of 2024 & I.A. No. 2787 of 2023 in CP (IB) NO. 2742/MB/2019]

> NCLT judgment dated 2024-06-26. Citation: TCN-2024-NCLT-01116. The case involves two Interlocutory Applications (IAs) before the National Company Law Tribunal…

- **Court:** NCLT
- **Order date:** 26 Jun 2024
- **Citation:** TCN-2024-NCLT-01116
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclt-division-bench-court-i-chenn/pravin-r-navandar-resolution-professional-of-the-vovl-ltd-vs-bprl-ventures-bv-33f029b0

## Summary

### Background

The case involves two Interlocutory Applications (IAs) before the National Company Law Tribunal (NCLT), Mumbai Bench, in the matter of Company Petition (IB) No. 2742/MB/2019. IA No. 2787/2023 was filed by the Resolution Professional (RP) seeking approval of an offer from BPRL Ventures BV to purchase the interest held by Videocon Oil Ventures Limited (VOVL/Corporate Debtor) in oil and gas assets in Brazil. IA No. 702/2024 was filed by PRIO S.A. raising objections against the relief sought in IA No. 2787/2023. The Corporate Debtor is undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). The RP had issued an invitation for expression of interest (IEOI) and received multiple resolution plans, including offers from

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## Facts

Videocon Oil Ventures Limited (VOVL), the Corporate Debtor, is undergoing CIRP. VOVL holds a 99% shareholding in Videocon Hydrocarbon Holdings Limited (VHHL), which in turn holds 100% of Videocon Energy Brazil Limited (VEBL). VEBL is a joint venture partner with BPRL Ventures BV in IBV Brasil Petroleo Ltda (IBV), a company incorporated in Brazil. IBV holds participating interests (PI) in offshore oil and gas assets in Brazil. BPRL and VEBL have a Quota Holders Agreement (QHA) governing their inter-se rights and obligations in IBV. The QHA grants BPRL a Right of First Refusal (ROFR) to purchase VEBL's quotas in IBV. During the CIRP, the RP issued an invitation for expression of interest (IEOI) and received offers from Eneva SA, PetroRio SA, Twin Star Overseas Limited,

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## Issues and analysis

### Issue 1: Whether the exercise of the Right of First Refusal (ROFR) by BPRL Ventures BV during the Corporate …

**Ratio:** The exercise of a pre-existing contractual right, such as a Right of First Refusal

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**Reasoning:** The NCLT reasoned that the ROFR was a pre-existing contractual right enshrined in the

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**Interpretation:** The NCLT interpreted the provisions of the IBC and CIRP Regulations to allow

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**Application:** The NCLT applied the ratio to the facts of the case, finding that the exercise

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## Parties

- **Judges:** Kuldip Kumar…; ANIL RAJ C…
- **Appellants:** PRIO…
- **Respondents:** Videocon Oil…; BPRL Ventu…
- **Other parties:** 7th Edition…; Brazilian oil &…; +6 more
- **Advocates:** Gaurav…; Pratiksha A…; +10 more

## Timeline

- **2019-11-08 — Commencement…**: The Tribunal admitted Company Petition No. 2742 of 2019 and commenced corporate…
- **2020-03-13 — Invitation for…**: The Applicant issued an invitation for expression of interest ("IEOI”) and Form G…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 60(5) — Adjudicating Authority for corporate persons](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-60)

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