The National Company Law Tribunal (NCLT), Mumbai Bench, has dismissed the ₹1,080 crore bid by Brookfield-backed Chronos Properties to acquire the flagship Bandra Kurla Complex (BKC) property of Infrastructure Leasing and Financial Services Ltd (IL&FS), according to the order passed.
The tribunal’s ruling upheld IL&FS’s contractual right to revise the transaction consideration, effectively rejecting Chronos Properties’ application seeking enforcement of the original bid. The decision reinforces IL&FS’s authority to amend the financial terms under the court-approved resolution framework.
In its order, the NCLT noted that the Letter of Intent (LoI) dated March 21, 2022, constitutes a concluded and binding contract between IL&FS and Chronos Properties. However, the LoI includes clauses that allow IL&FS a unilateral right to modify or supplement its terms, including financial aspects, under the resolution process approved by the court.
The tribunal further clarified the validity of IL&FS’s communication dated August 16, 2024, which raised the bid consideration from ₹1,080 crore to ₹1,481 crore. “The letter enhancing the consideration is valid and cannot be quashed,” the order stated.
IL&FS had submitted fresh valuation reports indicating an average fair-market value of approximately ₹1,722 crore for the property. The tribunal highlighted that revising the transaction value aligns with the “value-maximisation objective mandated under the resolution process,” ensuring compliance with public interest considerations.
On the matter of the performance guarantee, the tribunal observed that no immediate disqualification arises as IL&FS had not prescribed a specific renewal timeline. Chronos Properties had signaled its willingness to deposit the guarantee with the NCLT. The tribunal directed Chronos to tender performance guarantees—demand drafts aggregating 10% of the bid—within 30 days, failing which disqualification under the Request for Proposal (RFP) terms could arise.
Earlier in June 2025, IL&FS had approached the NCLT to scrap Chronos Properties’ ₹1,080 crore bid for the BKC asset, citing bidder disqualification and non-compliance with RFP conditions. The company had argued that Chronos, through its affiliate CPPL, was required to maintain a performance guarantee until the execution of definitive agreements.
IL&FS emphasised that “value maximisation” is a key principle under the court-supervised resolution process. The company urged Brookfield-backed Chronos to revise its offer in line with the updated property valuation to ensure compliance with the approved resolution framework.
Brookfield Asset Management responded to the NCLT ruling, stating that “contrary to the argument by IL&FS, the NCLT has found that the LoI is a concluded contract between the parties.” The firm added that it intends to pursue remedies, including appellate options, over the dispute regarding IL&FS unilaterally changing the purchase consideration.
The BKC property, also referred to as the IL&FS Financial Centre (TIFC), is one of Mumbai’s most sought-after commercial assets, located in the city’s premium business district. The tribunal’s decision has significant implications for the resolution process of large commercial real estate transactions under the court-supervised framework.
As per industry experts, the ruling underlines the importance of adhering to court-approved processes and highlights the flexibility of asset-owning entities to protect public interest and maximise value during resolution proceedings.
Chronos Properties now has one month to comply with the NCLT’s directive to submit the performance guarantee, after which further legal avenues, including appeals, may determine the final outcome of the BKC acquisition.
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