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2020 (12) TMI 198 - Tri - Companies LawRejection/adjudication of ITNL Claim - reinstate and admit the claim relating to the loan granted by IL&FS Transport Networks Ltd - restraint R1 from in any manner communicating the rejection and/or adjudication of the claim relating to the loan granted by IL&FS Transportation Networks Limited - exempting the Applicant from affixing the affidavit annexed to this application on stamp paper and notarizing the present Application - HELD THAT:- It is a settled proposition in law that the role of Resolution Professional (RP) in the IBC proceedings when admitting the claim, the RP is only acting as Administrator and have to collate and determine the claim based on the ‘Claim Form’ submitted by the Creditors. Here, in this case, the financial debt of the Applicant is clearly established from the balance sheets of the R3, Subordination Agreement and DTD. Based on these factors, R1 determined the claim of the Applicant for ₹ 354.73 crores. Subsequently, on the intervention of the Debenture Holders, the R1/Claim Management Consultant whose functions are akin to that of a Resolution Professional, revised the claim based on Clause 2.2 of the Subordination Agreement. Clause 2.1(ii) of the Agreement clearly provides that the subordinated debt shall remain irrespective of occurrence of bankruptcy, insolvency, liquidation of the company, however, fully subordinated to the debt of the debenture holders and shall not be due and payable until all and any rights and claims of the debenture holders against the Company in respect of the debt have been irrevocably paid and discharged in full. This tripartite Subordination Agreement does not and will not be applicable to other creditors of R3. So, the logical corollary of the subordination agreement is that till the debenture holders are satisfied in full, the Applicant will not get anything from R3. This contract when interpreted gives the abovesaid meaning. The debt of the Applicant only become subordinated to the debt of the Debenture Holders as far as R3 is concerned. R1 being a Claim Management Consultant who is playing the role of Resolution Professional, after the determination of claim, should not have ventured into the business of interpreting the Subordination Agreement on the intervention of the debenture holders - Since this Asset Resolution process of IL & FS companies is almost treated as per IBC proceedings, we feel that R1 has exceeded its jurisdiction and in exercise of wrong jurisdiction reversed the earlier decision of admitting the claim. In the case on hand, in fact, a situation as envisaged under Clause 2.1(ii) of the Agreement has occurred, and even assuming that the resolution process being worked out to the group companies of IL & FS including R3 is taken as an event of default, the provisions of Clause 2.1(ii) prevails over Clause 2.2 and hence there is no cessation of the debt of the Applicant. Application allowed in part.
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