The National Company Law Tribunal in Mumbai has ruled that Infrastructure Leasing & Financial Services was contractually empowered to unilaterally amend the Letter of Intent and revise the bid price for the sale of its IL&FS Financial Centre at Bandra Kurla Complex. The Tribunal dismissed the petition filed by Chronos Properties Private Limited, which sought enforcement of the original bid value of ₹1,080 crore.
Chronos’ proposal for the BKC headquarters was cleared under the IL&FS Resolution Framework, receiving approvals from the Committee of Creditors in December 2021, the IL&FS New Board in January 2022, Justice (Retd.) D.K. Jain in March 2022, and the NCLT in September 2022. The Letter of Intent was signed in March 2022, and the bidder submitted a performance guarantee equal to 10 percent of the consideration. Required clearances were underway, including sanction from the Mumbai Metropolitan Region Development Authority on April 16, 2024. Chronos completed stamp duty adjudication and document inspections and requested execution of the final agreement.
On August 16, 2024, IL&FS unilaterally increased the bid amount to ₹1,481 crore citing updated valuation findings. It relied on clauses in the Letter of Intent that permitted unilateral amendment, including adding financial obligations, consistent with the value maximisation principle under the resolution process. Chronos challenged the revision and asked the Tribunal to compel completion of the sale at the original price.
After reviewing the terms, the bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar held that the contract clearly gave IL&FS the right to modify the Letter of Intent, including changing monetary obligations, while giving Chronos the option to terminate within seven days if the revised terms were unacceptable. The Tribunal said specific performance could not be ordered when the agreement itself allowed unilateral amendments. It added that Chronos’ remedy was termination rather than enforcement of the earlier price.
IL&FS also argued that Chronos had been disqualified because its performance guarantee expired on April 16, 2025. Chronos responded that no renewal instructions were issued and offered to deposit the equivalent amount directly with the Tribunal. Accepting that explanation, the Tribunal found no basis to treat Chronos as disqualified.
While upholding the revised bid value and declining to compel execution at ₹1,080 crore, the Tribunal directed Chronos to deposit the bank guarantee or a demand draft within 30 days, failing which it would lose eligibility to acquire the property. It clarified that Chronos remains entitled to proceed subject to fulfilment of this requirement.
The Tribunal ultimately confirmed IL&FS’ authority to amend the bid terms and rejected the request to enforce the original Letter of Intent.
Appearances:
For Chronos Properties: Janak Dwarkadas, Sr. Advocate, Ritvik Kulkarni, Benaisha Hansatia
For IL&FS: Zal Andhyarujina, Sr. Advocate, Kuber Dhewan, Neeharika Aggarwal, Kaustubh Srivastava, Naomi Ting
For Union of India: Aditya Shukla, Onshi Jakhar
Cause Title: Chronos Properties Private Limited vs Infrastructure Leasing & Financial Services Limited
Case No: CA/262/2024 in CP No. 3638/(MB)/2018
Coram: Judicial Member Sushil Mahadeorao Kochey, Technical Member Prabhat Kumar
