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2022 (12) TMI 1377 - HC - SEBIProcedure to be followed by debenture trustees - Option to dissenting Debenture Holders to accept the terms of the Resolution Plan - approving the Resolution Plan as sought in interim application - Whether the debenture holders and other parties in the present case were required to follow the procedure under the SEBI Circular? - scope of Debenture Trust Deeds - SEBI Circular to have retrospective effect - Interim Application sought for exercise of inherent powers by this Court under Section 151 of the CPC - alternatively, the dissenting Debenture Holders be given a right to stand outside the Resolution Plan and pursue other legal means as available in law - HELD THAT:- As considering the law laid down by the Supreme Court in SEBI Vs. Rajkumar Nagpal & Ors [2022 (9) TMI 110 - SUPREME COURT] which holds that the SEBI Circular dated 13th October, 2020 has retroactive application, it is not open for the Applicant by way of this present Interim Application to contend otherwise. The moulding of relief can only be done by the Supreme Court under Article 142 of the Constitution of India. This Court under Section 151 of the CPC does not have the powers akin to Article 142 of the Constitution of India. Exercise of powers u/s151 of the CPC is limited to only those circumstances where procedural gaps exists and which is not expressly or impliedly provided for in the CPC, so as to ensure substantive justice is not obliterated by hyper technicalities. This Court whilst exercising jurisdiction under Section 151 cannot be do something contrary to what the statute lays down. The SEBI Circular dated 13th October, 2020 has received the force of law by the said judgment and order dated 30th August, 2022 of the Supreme Court which holds the SEBI Circular to have retroactive effect. It is a conceded position that in accordance with SEBI’s Circular dated 13th October, 2020, the requisite majority has not been achieved for approval of the Resolution Plan tabled for approval of at the meeting held on 13th May, 2022. As taken note of the manner in which the Supreme Court has moulded the relief in approving the Resolution Plan which was the subject matter of those proceedings. As noted the observations of the Supreme Court which are in Paragraph 88 and 89 wherein notice has been taken regarding the small Retail Debenture Holders whose exposure is not more than Rs.10 lakhs in that case being in a position to recover 100% of their admitted dues under the Resolution Plan. There can be a comparison drawn between that case and the present case, wherein a similar pattern arises if one was to consider the approval of the Resolution Plan. In the present case this would benefit the small Retail Debenture Holders having exposure upto Rs.5 lakhs being in a position to recover 100% of their principal dues. These small Retail Debenture Holders number 19353 out of the total 20861 Debenture Holders. However, the moulding of relief as had been done by Supreme Court in approving the Resolution Plan in the case of RCFL cannot be done by this Court in exercise of its inherent powers under Section 151 of the CPC for approving the Resolution Plan of the Applicant as has been sought for it in the present Interim Application. In view of the above finding it is not necessary to go into the other arguments of SEBI that by the filing of the present Interim Application, the Applicant has overriden the prior orders of this Court.
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