The National Company Law Tribunal (NCLT) in Mumbai has ruled that Infrastructure Leasing and Financial Services (IL&FS) was contractually authorised to unilaterally amend the Letter of Intent and revise the bid consideration for the sale of its IL&FS Financial Centre at Bandra Kurla Complex, Mumbai. The Tribunal dismissed a plea by Chronos Properties Private Limited seeking enforcement of the original ₹1,080 crore bid, holding that the terms of the LoI expressly permitted IL&FS to modify both the agreement and the financial obligations.
The dispute arose under the IL&FS Resolution Framework, where Chronos’ bid was cleared at multiple levels: by the Committee of Creditors on 17 December 2021, the IL&FS New Board on 27 January 2022, Justice (Retd.) D.K. Jain on 8 March 2022, and by the NCLT on 23 September 2022. Chronos executed the LoI in March 2022 and submitted a performance guarantee equal to 10 percent of the bid value. Approvals from the Mumbai Metropolitan Region Development Authority were completed on 16 April 2024, following which Chronos pursued stamp adjudication, inspected original documents in June 2024, and sought execution of the definitive agreement.
On 16 August 2024, IL&FS issued a unilateral amendment revising the bid to ₹1,481 crore, citing fresh valuation assessments and the value maximisation principle under the Resolution Framework. Chronos challenged the change and asked the Tribunal to enforce the original price, arguing that the LoI was binding and incapable of unilateral alteration.
After reviewing the contractual clauses, the NCLT held that the LoI clearly empowered IL&FS to amend or supplement its terms, including monetary obligations, and provided Chronos the right to terminate within seven days if it disagreed. The bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar noted that the contractual arrangement reflected the parties’ conscious acceptance of a structure allowing unilateral amendments. It observed that compelling execution at the original value would effectively amount to ordering specific performance despite IL&FS having express modification rights.
IL&FS also argued that Chronos had been disqualified because its performance guarantee expired on 16 April 2025. Chronos responded that IL&FS had never asked for renewal and offered to deposit the equivalent amount in court. The Tribunal accepted this explanation, recording that no extension requirement had been communicated and that disqualification on this ground was unwarranted.
While refusing to restore the original price or direct execution at ₹1,080 crore, the Tribunal reaffirmed that the LoI remained binding subject to its modification structure. It directed Chronos to deposit the performance guarantee or demand draft with the Registrar within 30 days, failing which it would be disqualified from acquiring the BKC property.
The Tribunal ultimately upheld IL&FS’ power to revise the bid and rejected Chronos’ request for enforcement of the initial LoI value while keeping the bidder eligible subject to compliance.
Appearance
For Chronos Properties: Janak Dwarkadas, Sr. Adv., Ritvik Kulkarni & Benaisha Hansatia, Advs
For IL&FS: Zal Andhyarujina, Sr. Adv., Kuber Dhewan, Neeharika Aggarwal, Kaustubh Srivastava, Naomi Ting, Advs
For Union of India: Aditya Shukla and Onshi Jakhar, Advs
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
