M/S VISTRA ITCL (INDIA) LTD & ORS. versus MR. DINKAR VENKATASUBRAMANIAN & ANR. on 4 May 2023

806

SUPREME COURT REPORTS

[2023] 6 S.C.R.

M/S VISTRA ITCL (INDIA) LTD & ORS.

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v.

MR. DINKAR VENKATASUBRAMANIAN & ANR.

(Civil Appeal No.3606 of 2020)

BMAY 04, 2023

[M. R. SHAH AND SANJIV KHANNA, JJ.]

Insolvency and Bankruptcy Code, 2016: ss. 30, 52 and 53 –Claim of the appellant as financial creditor of the corporate debtoron basis of the pledged shares – Entitlement to – On facts, corporateCdebtor approached the appellants to extend a short- term loanfacility to its group companies for the ultimate end use of thecorporate debtor – It was an understanding that the corporatedebtor would create first ranking exclusive security by way ofpledging shares held by the corporate debtor – Execution of SecurityDTrustee Agreements between the appellant no. 1 and the groupcompanies – Thereafter, an application u/s.7 admitted against thecorporate debtor and the respondent appointed as the resolutionprofessional – Appellant no. 1 filed its claim as a secured creditorof the corporate debtor and submitted Form C claiming a principalamount, however, the same was rejected by the resolutionEprofessional – Appellants then filed application u/s. 60(5) claimingthe right based on pledged shares, which was rejected by theAdjudicating Authority as well as the NCLAT – NCLAT held that theappellants not having advanced any money to the corporate debtoras a financial debt would not be coming within the purview of aFfinancial creditor of the corporate debtor – On appeal,held:Appellant No. 1 has security interest in the pledged shares –Appellant No. 1 is to be treated as a secured creditor, but would notfall under the category of financial creditors or operational creditors– Appellant No.1 is being denied the rights u/s. 52 as well as s. 53in respect of the pledged shares whereas, the intent of the amendedGs. 30(2) rw s. 31 is to protects the interests of other creditors whoare outside the purview of the CoC – Viable solution is to treat theappellant no. 1 as secured creditor in terms of s. 52 rw s. 53 –Option is given to the successful resolution applicant to treat theappellant no.1 as a secured creditor, who would be entitled to retain H

the security interest in the pledged shares, and in terms thereof,retain the security proceeds on the sale of the said pledged shares –This option would meet the mandate of the Code and does not violatethe rights given to the secured creditor –Thus, appellant no.1 wouldbe treated as a secured creditor, and entitled to all rights andobligations as applicable to a secured creditor in terms of ss. 52and 53 and in accordance with the pledge agreement – Insolvencyand Bankruptcy Board of India (Liquidation Process) Regulations,2016 – r. 21A.

Disposing of the appeal, the Court

HELD: 1.1 The submission that the Amended and RestatedPledge Agreement dated 5.07.2016 between the corporate debtorand the IL&FS Trust Company Limited, the predecessor-in-interest of the appellant no. 1 (Pledge Agreement) inter aliaprovides that the Corporate Debtor is the guarantor of the entireloan amount for which reliance was placed upon clause 2.12 ofthe Pledge Agreement, is rejected, for the Pledge Agreementspecifically restricts and limits the liability of the CorporateDebtor the extent of the pledged shares vide clause 2.1.1. [Para6][821-C-D]

1.2 Certain communications issued by the IDBI Bank, thelead bank of the Joint Lenders Forum, which now constitutesthe majority of the CoC of the corporate debtor permitting thepledge of shares etc., have to be read and understood in thecontext in which they were written. It was clear and understoodby the financial creditors of the corporate debtor that the corporatedebtor is not to bear any additional financial liability by a securityor charge of its assets for the STL Facilities, and the loans werebeing procured and taken by Brassco and WLD from the AppellantNos. 2 and 3. It was stipulated that the assets of the CorporateDebtor would not be encumbered in anyway, and except for sharesgiven as security, and the burden to repay/ discharge the loanwas/ is upon Brassco and WLD. IDBI Bank had only permittedthe corporate debtor to pledge the shares in question, and tothis extent, they did not have any objection. [Para 6.1][822-A-C]

1.3 Appellant No. 1 is a secured creditor to the extent ofthe shares pledged to it by the Corporate Debtor. It holds the A

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Afirst right in pledge on 66.77% shareholding in JMT AutoLimited. The expression ‘security interest’ as defined in Section3(31) of the Insolvency and Bankruptcy Code, 2016 states that itmeans right, title, interest or a claim to a property created infavour, or provided for a secured creditor by a transaction whichsecures payment or performance of an obligation and includes,Bmortgage, charge, hypothecation, assignment and encumbrance,or any other agreement or arrangement for securing payment orperformance of any obligation of any person. The person is whosefavour the security interest is created need not be the creditorwho avails the credit facility, and can be a third person. SecurityCinterest can be created for credit facilities/loan advanced toanother person. It is accepted and admitted that the appellantNo. 1 has security interest in the pledged shares. [Para 7][822-D-G]

1.4 The law of pledge contemplates special rights for theDpawnee in the goods pledged, i.e., the right to possession of thesecurity, and in case of default, the right to bring a suit againstthe pawnor, as well as the right to sell the goods after givingreasonable notice to the pawnor. The general rights or ownershiprights in the property remain with the pawnor, and wholly revertsto him on discharge of the debt or performance of the promise.EIn other words, the right to property vests in the pawnee only asfar as it is necessary to secure the debt. [Para 7.2][824-F-G]

1.5 The amendment introduced by Act No. 26 of 2019ensures that the operational creditors under the resolution planshould be paid the amount equivalent to the amount which theyFwould have been entitled to, in the event of liquidation of theCorporate Debtor under Section 53 of the Code. In other words,the amount payable under the resolution plan to the operationalcreditors should not be less than the amount payable to themunder Section 53 of the Code, in the event of liquidation of theGCorporate Debtor. The amended provision also provides that thefinancial creditors who have not voted in favour of the resolutionplan shall be paid not less than the amount which would be paidto them in accordance with sub- section (1) to Section 53 of theCode, in the event of liquidation of the corporate debtor.Explanation to clause (b) of the 30(2) of the Code, for the removalH

of doubts, states and clarifies that the distribution in accordancewith this clause shall be fair and equitable to such creditors. [Para8.1][826-F-H]

1.6 It is also the mandate of Section 31 of the Code that theadjudicating authority should be satisfied that the resolution plan,as approved by the CoC under sub-section (4) of Section 30 meetswith the requirement as referred to in sub-section (2) of Section30. Only then, the adjudicating authority shall approve theresolution plan, which shall then be binding on the CorporateDebtor and its employees, members, creditors, guarantors andother stakeholders involved in the resolution plan. Section30(2)(e) also requires the resolution professional to examine eachresolution plan received by him/her and confirm that it does notcontravene any provisions of law for the time being in force. Thus,the amended Section 30(2) read with Section 31 of the Code,enunciates the manner in which the interests of the creditorswho are not included in the CoC i.e., the operational creditorsand the financial creditors who have not voted in favour of theresolution plan, must be protected in the resolution plan by theresolution professional and the adjudicating authority. [Para 8.2-8.3][827-A-D]

1.7 It is in this context that the appellant No. 1 submitsthat the resolution plan in question does not meet therequirements of the Code, as it extinguishes and vaporises thepledge created in favour of the appellant no. 1 and thereby,appellant no. 1, a secured creditor, viz, the pledged shares, is leftremediless and worse off than the dissenting financial creditors,or even the operational creditors. [Para 8.4][827-D-E]

1.8 The difficulty which arises in the instant case is that, interms of the decision of this Court in Anuj Jain’s case and PhoenixARC’s case, appellant no. 1 is to be treated as a secured creditor,but would not fall under the category of financial creditors oroperational creditors. Therefore, they would be denied the benefitof the amendments to Section 30(2) of the Code made vide ActNo. 26 of 2019, or for that matter Act No. 26 of 2018.Consequently, a very odd and a peculiar situation is created wherea secured creditor is denied the benefit of the secured interest A

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Ai.e., the right to exercise the sale of the secured interest, yet notbe treated as either a financial creditor or an operational creditor.In terms of Section 52 of the Code, a secured creditor inliquidation proceedings has the right to relinquish its securityinterest to the liquidation estate and receive proceeds from thesale of assets by the liquidator in the manner specified underBSection 53 of the Code. The second option given to the securedcreditor is to realise the security interest in the manner specifiedin said Section. Rule 21 A of the Insolvency and Bankruptcy Boardof India (Liquidation Process) Regulations, 2016 deals with thepresumption of security interest. If the secured creditorCrelinquishes the security interest, it is then entitled to priority inpayment under clause (b) to sub-section (1) to Section 53 of theCode. The debts owed to the secured creditor in such event,rank pari passu with the workmen’s dues for the period 24 monthspreceding the liquidation commencement date. As per Section52(9) of the Code, where the proceeds on realisation of securedDassets are not adequate to repay the debts due to the securedcreditors who have exercised the option to realise the securityinterest, the unpaid dues of such secured creditors are to bepaid by the liquidator in terms of clause (e) of sub-section (1) ofSection 53 of the Code. [Para 8.5][828-A-E]E1.9 The answer to the situation wherein the appellant no.1,a secured creditor, is being denied the rights under Section 52as well as Section 53 of the Code in respect of the pledged shares,whereas, the intent of the amended Section 30(2) read with Section31 of the Code is too contrary, as it recognises and protects theFinterests of other creditors who are outside the purview of theCoC, is two-fold. First is to treat the secured creditor as a financialcreditor of the Corporate Debtor to the extent of the estimatedvalue of the pledged share on the date of commencement of theCIRP. This would make it a member of the CoC and give it voting rights, equivalent to the estimated value of the pledged shares.GHowever, this may require re-consideration of the dictum andratio of Anuj Jain’s case and Phoenix ARC’s case, which wouldentail reference to a larger bench. In the context of the instantcase, the said solution may not be viable as the resolution planhas already been approved by the CoC without appellant no. 1H

being a member of the CoC. Therefore, the second option wouldbe opted. The second option is to treat the appellant no. 1 as asecured creditor in terms of Section 52 read with Section 53 ofthe Code. In other words, the option is given to the successfulresolution applicant-DVI to treat the appellant no.1 as a securedcreditor, who would be entitled to retain the security interest inthe pledged shares, and in terms thereof, would be entitled toretain the security proceeds on the sale of the said pledged sharesunder Section 52 of the Code read with Rule 21 A of the LiquidationProcess Regulations. The second recourse available, would bealmost equivalent in monetary terms for the appellant no. 1, whois treated it as a secured creditor and is held entitled to all rightsand obligations as applicable to a secured creditor under Section52 and 53 of the Code. This would be a fair and just solution tothe legal conundrum and issue highlighted. [Para 9][828-F-H;829-A-C]

1.10 It is clarified that the directions given would not be aground for the successful resolution applicant-DVI to withdrawthe resolution plan which has already been approved by theNCLAT and this Court. The reason is simple. Any resolutionplan must meet with the requirements/provisions of the Codeand any provisions of law for the time being in force. What isdirected and the option given by, ensures that the resolution planmeets the mandate of the Code and does not violate the rightsgiven to the secured creditor, who cannot be treated as worseoff/inferior in its claim and rights, viz, an operational creditor or adissenting financial creditor. [Para 9.1][828-D-E]

1.11 The submission raised by the respondent No. 1,resolution professional for the Corporate Debtor and therespondent no. 2-CoC of the Corporate Debtor that the plea ofthe appellant no.1 to be treated as a financial creditor of theCorporate Debtor should be dismissed on the grounds of delay,laches and acquiescence is accepted. The submission is that theappellant no. 1 had not objected to the resolution plan submittedby the erstwhile resolution applicant-LHG and, as a sequitur, itsnon-classification as a financial creditor in the CoC of theCorporate Debtor. Though this argument had appealed and hadweighed with the NCLAT, is untenable since the resolution plan AB

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Asubmitted by erstwhile resolution applicant LHG did not in anyway affect the rights or interests of the appellant No. 1 as asecured creditor in respect of the pledged shares. appellant no.1 has elaborately explained that LHG etc. were in negotiationswith them so as to redeem the pledge and acquire the shares.[Para 10][829-F-H;]B

1.12 The impugned judgment of the NCLAT affirming theview taken by the NCLT is partly modified in terms of thedirections holding that appellant no.1 would be treated as a securedcreditor, who would be entitled to all rights and obligations asapplicable to a secured creditor in terms of Sections 52 and 53 ofCthe Code, and in accordance with the pledge agreement dated05.07.2016. [Para 11][830-B-C]

Anuj Jain Interim Resolution Professional for JaypeeInfratech Limited vs. Axis Bank Limited etc. etc.(2020)8 SCC 401 : [2020] 8 SCR 291;Phoenix ARC PrivateDLimited vs. Ketulbhai Ramubhai Patel(2021) 2 SCC799; PTC India Financial Services Limited v.Venkateswarlu Kari and Another(2022) 9 SCC 704 –referred to.

Case Law Reference

CIVIL APPELLATE JURISDICTION : Civil Appeal No.3606Fof 2020.

From the Judgment and Order dated 24.08.2020 of the NationalCompany Law Appellate Tribunal in Comp. App. (AT) (Ins.) No.703 of2020.

GRakesh Dwivedi, Shyam Divan, Sr. Advs., Ms. Anindita RoyChowdhury, Ms. Vatsala Rai, Ms. Anannya Ghosh, Brian Henry Moses,Advs. for the Appellants.

Tushar Mehta, SG, Neeraj Kishan Kaul, Sr. Adv., Ms. Misha,Anoop Rawat, Siddhant Kant, Ms. Charu Bansal, Ms. Prabh SimranHKaur, S. S. Shroff, Sanjay Bhatt, Ms. Niharika Sharma, Ramchandran Madan, Dhruv Sharma, Ms. Akansha Srivastava, Rabin Majumder, Advs.for the Respondents.

K. V. Viswanathan, Vikram Nankani, Sr. Advs., Ashish Prasad,Dinesh Pednekar, Chanakya Keswani, Arpan Behl, Mahfooz AhsanNazki, Advs. for the Applicant.

The Judgment of the Court was delivered by

M. R. SHAH, J.

1. Feeling aggrieved and dissatisfied with the impugned judgmentand order dated 24.08.2020 passed by the National Company LawAppellate Tribunal (NCLT) passed in Company Appeal (AT) (Insolvency)No.703 of 2020 by which the NCLAT has dismissed the said appeal andhas confirmed the order passed by the NCLAT passed in IA No.62/2020in CP (IB) 42/Chd./Hry.2017 preferred by the appellant herein, the originalapplicant has preferred the present appeal.

2. The facts leading to the present appeal in a nutshell are asunder:

2.1 That one Amtek Auto Limited (hereinafter referred to asCorporate Debtor) approached appellant nos. 2 and 3 to extend a short-term loan facility of INR 500 crores to its group companies i.e. BrasscoEngineers Ltd. and WLD Investments Pvt. Ltd. for the ultimate end useof the Corporate Debtor. According to the appellants it was anunderstanding that the Corporate Debtor will create a first rankingexclusive security by way of pledge over 16,82,06,100 equity shares offace value of Rs.2/- each of JMT Auto Ltd. held by the Corporate Debtor(Pledged Shares). A Security Trustee Agreement was executed betweenthe appellant no.1 and WLD for an amount of Rs.150,00,00,000/- on28.12.2015. The Corporate Debtor’s board of directors passed BoardResolutions whereby the board of directors resolved to create securityover the shares of JMT Auto Ltd.

2.2 IDBI Bank issued NOC stating that they had no objection tothe proceeds of sale of assets to the extent of a maximum of INR450,00,00,000 being used to first settle all the dues under the SecurityTrustee Agreement STFs issued by AAL. The Security TrusteeAgreement was executed between the appellant no.1 and Brassco foran amount of Rs.150,00,00,000/-. That thereafter pursuant to theresolution passed on 23.12.2015, the Corporate Debtor’s board of A

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Adirectors passed Board Resolutions whereby the board of directors paidsecurity towards shares. That thereafter one another Security TrusteeAgreement was executed between the appellant no.1 and Brassco foran amount of Rs.200,00,00,000/-. That thereafter the Corporate Debtor,WLD, BRASSCO and Vistra executed an amended and re-instatedpledge agreement on 05.07.2016 and the Corporate Debtor pledgedB66.77% of its shareholding in JMT Auto Limited to secure the term loanfacilities availed by WLD and Brassco from KKR and L&T. Thatthereafter an application under Section 7 of the Insolvency & BankruptcyCode, 2016 (hereinafter referred to as ‘IBC/Code’) was admitted againstthe Corporate Debtor/AAL on 24.07.2017. The respondent herein - Mr.CDinkar T. Venkatasubramanian was appointed as the interim resolutionprofessional which came to be later confirmed as the resolutionprofessional.2.3 That on 02.11.2017 the appellant no.1 filed its claim as a securedcreditor of the Corporate Debtor and submitted Form C claiming a principalDamount of INR 500 crores. However, the claim by the appellants –secured creditors was rejected by the Resolution Professional in 2017,which order was not challenged by the appellants. Resolution Professionalreceived two resolution plans from only 2 resolution applicants beingLiberty House Group Pvt. Ltd. (LHG) and Deccan Value Investors(DVI). DVI withdrew its Resolution Plan so the revised plan by M/sELHG was considered by the Committee of Creditors (CoC) whichapproved the plan on 02.04.2018 with majority voting shares of 94.20%.The Resolution plan submitted by the LHG was approved by theAdjudicating Authority vide order dated 25.07.2018. However, thereafteras the LHG did not fulfil its commitment the Adjudicating Authority passedFan order directing reconsideration of the CoC for consideration of DVI’splan. Thereafter further proceedings were initiated before the NCLATby the CoC etc. (which are not relevant for the issue involved in thepresent appeal).

2.4 That thereafter the appellants filed another application underGSection 60(5) of the IBC being I.A. No.62/2020 claiming the right on thebasis of the pledged shares. This Court passed an order dated 08.06.2020directing the Adjudicating Authority to decide the resolution plan and allpending applications and pass appropriate orders within 15 days. TheResolution Professional filed I.A. No.225 of 2020 before the AdjudicatingAuthority on 12.06.2020 seeking approval of the resolution plan. TheH

Adjudicating Authority dismissed the application filed by the appellantsbeing I.A. No.62 of 2020. The order passed by the Adjudicating Authoritydated 09.07.2020 passed in I.A. No.62 of 2020 was the subject matter ofappeal before the NCLAT. By the impugned judgment and order theNCLAT has dismissed the said appeal by observing that the appellantno.1’s claim in purported capacity of ‘Secured Financial Creditor’ hasbeen rejected way back in the year 2017 and the decision in this regardhas not been called in question and therefore it is not open for the appellantsto raise the same issue in 2020 by filing I.A. No.62 of 2020. The NCLAThas also observed that the appellants have not lent any money to theCorporate Debtor and the Corporate Debtor did not owe any financialdebt to the appellants except the pledge of shares was to be executed.Therefore, the NCLT observed that the appellants not having advancedany money to the Corporate Debtor as a financial debt would not becoming within the purview of financial creditor of the Corporate Debtor.Making above observations, the NCLAT has dismissed the appeal.

2.5 Feeling aggrieved and dissatisfied with the impugned judgmentand order passed by the NCLAT dismissing the appeal and confirmingthe appeal passed by the Revenue dismissing I.A.No.62 of 2020, theoriginal applicants – M/s Vistra and others have preferred the presentappeal.

3. Shri Rakesh Dwivedi, learned Senior Advocate has appearedon behalf of the appellant in C.A. No.3606 of 2020 and Shri ShyamDivan, learned Senior Advocate has appeared on behalf of the appellantin C.A. No.6372-73 of 2021. Shri Tushar Mehta, learned Solicitor Generalhas appeared on behalf of the respondent no.1 – CoC.

3.1 Learned Senior Counsel appearing on behalf of the appellantshave vehemently submitted that in the facts and circumstances of thecase the NCLT/NCLAT have materially erred in observing that the claimmade by the appellant no.1 as a secured financial creditor was belated.It is submitted on behalf of the appellants that both the NCLT as well asNCLAT have not properly appreciated the fact that it was a continuingcause of action. So, it was a case of continuing cause of action. It issubmitted under the IBC that there is no limitation prescribed for objectingto the categorization of the creditors in a wrongful category.

3.2 It is submitted that the ratio of the limitation is connected withthe principle of cause of action.

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A3.3 It is submitted that it is a case of continuous cause of action asresolution professional, CoC, Resolution Applicant and the AdjudicatingAuthority are all required to consider the correct categorization of theclaimants.

3.4 It is submitted that in the present case, the corporate insolvencyBresolution process (“CIRP”) commenced on 24.07.2017 and the presentresolution plan (which as per the Adjudicating Authority’s order dated09.07.2020) was submitted for voting by the CoC from 07.02.2020 to11.02.2020; which was only approved by the Adjudicating Authority on09.07.2020 i.e., almost 3 years since the start of the CIRP. The Appellantshad already challenged the non-inclusion of the Appellants as a financialCsecured creditor in the CoC on 11.02.2020, which was 5 months beforethe resolution plan was approved by the Adjudicating Authority. Therefore,the question of delay on the part of the Appellants does not arise andneither can delay be agitated by the Respondents since the CIRP processunder the supervision of the Resolution Professional and CoC itself carriedDon for 3 years, which 3 years is well beyond the timeline of 330 days asset out under the IBC. Therefore, the CoC and Resolution Professionalcannot justify their delay on one hand and then seek to erode the rights ofthe Appellants by relying on delay.

3.5 On merits learned counsel appearing on behalf of the appellantsEhave vehemently submitted that the decisions of this Court in the case ofAnuj Jain Interim Resolution Professional for Jaypee InfratechLimited vs. Axis Bank Limited etc. etc.[1]and Phoenix ARC PrivateLimited vs. Ketulbhai Ramubhai Patel,[2] are distinguishable and shallnot be applicable to the facts of the case on hand.

F3.6 It is submitted that there is creditor-debtor relationship betweenthe appellants and the Amtek Auto Limited. It is submitted that WLDand Brassco took loans from the appellant nos.2 and 3 through appellantno.1 for the end use and ultimate benefit of the Corporate Debtor. Inorder to establish a direct debtor-creditor relationship, reliance is placedon the Board Resolution of Amtek Auto dated 13.06.2016; no objectionGcertificate requested by Amtek Auto on 23.12.2015; no objection certificaterequested by Amtek Auto on 26.03.2016 from IDBI; No objectioncertificate issued by IDBI Bank to Vistra ITCL etc. It is submitted thatfrom the aforesaid it is clear that Amtek obtained monies from Appellant 1 (2020) 8 SCC 401.H2 (2021) 2 SCC 799.

Nos.2 & 3 when it was in financial distress, which fact the banks wereaware of since the reason for obtaining these loans was to ‘standardize’Amtek’s loan account with the banks.

3.7 It is vehemently submitted that the pledge of shares constitutedas financial debt under the IBC is defined as Security Interest underSection 3(31) of the IBC.

4. Shri Tushar Mehta, learned Solicitor General appearing on behalfof respondent no.2 has vehemently submitted that the appellant had filedits claim with the Resolution Professional on 02.11.2017 which wasrejected and the same was duly reflected in the list of creditors publishedon the website of the Corporate Debtor. It is submitted that the saidrejection has never been challenged by the appellant. It is submitted thateven in various communications exchanged, the appellant no.1 raised nochallenge to non-acceptance of its claim but rather put forth an absurdrequest to the Resolution Professional to ensure that the pledged sharesare not to be dealt with in any manner without the prior written consentof the appellant no.1. It is submitted that therefore the appellant on11.02.2020 had filed an application before the NCLT that too not inchallenge to its claim rejection but for seeking admission into the CoC. Itis submitted that since the said application was filed belatedly the same isrightly rejected by the NCLT and is rightly confirmed by the NCLAT.

4.1 Shri Mehta, learned Solicitor General has further submittedthat the issue involved in the present appeal is squarely covered by thisCourt in the case of Anuj Jain(supra) and Phoenix ARC PrivateLimited (supra). It is submitted that the appellants could not qualify tobe financial creditors of the Corporate Debtor. It is submitted that thereis only a third-party security given in form of pledged shares with respectto the amounts advanced by the appellants to affiliates of the CorporateDebtor. Thus, the appellants cannot be considered as financial creditorof the Corporate Debtor.

5. The issue and legal question are partly covered by two decisionsof this Court namely, Anuj Jain (supra) and Phoenix ARC PrivateLimited (supra). We will first examine the decisions in these two casesand then advert to the contention of the Appellant No. 1 – M/s VistraITCL that these decisions are distinguishable from the facts of the instantcase.

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A5.1In Anuj Jain (supra), the issue was whether the lenders ofJaypee Associates Limited (JAL), the holding company of JaypeeInfratech Limited (JIL), the Corporate Debtor, hold the status of ‘financialcreditors’ of JIL within the meaning of Section 5(7) of the Insolvencyand Bankruptcy Code, 2016[3] read with expression ‘financial debt’ asdefined in Section 5(8) of the Code. This issue had arisen as JIL hadBmortgaged certain land with the creditors of JAL.[4] Highlighting andexpounding the unique status of the financial creditors in the context ofCorporate Insolvency Resolution Process[5] under the Code, and that thelegislature has assigned them a specific role to ensure that the CorporateDebtor is, if possible, revived, rejuvenated, and resuscitated, it was heldCthat the financial creditors are the only stakeholders who would beobviously concerned and concomitant to the resurgence and restructuringof the Corporate Debtor. A secured creditor may only have an interest inrealising the value of its security and, therefore, will not have stake orinterest in Corporate Debtor’s revival or equitable liquidation, while afinancial creditor, apart from looking for safeguards of its own interests,Dwill also be simultaneously interested in the revival and growth of theCorporate Debtor. Therefore, a person only having a security interest inthe assets of the Corporate Debtor, even if falling in the description of‘secured creditor’ by virtue of collateral security extended by theCorporate Debtor, would nevertheless stand outside the sect of theE‘financial creditors’, and consequently outside the CoC as well. Theaforesaid decision is also based upon the meaning assigned to the term‘financial debt’ under Section 5(8) of the Code, which, in the context ofthe present decision, need not be elaborated.

5.2 In Phoenix ARC (supra), the Corporate Debtor, namelyFDoshion Veolia Water Solutions Private Limited (Doshion Veolia), hadpledged 40,160 shares of Gondwana Engineers Limited as a security toL&T Infrastructure Finance Company Limited (L&T). A deed ofundertaking was also executed by Doshion Veolia in favour of L&T.However, the main and principal transaction was between L&T, which had advanced financial facility, to and with Doshion Limited of Rs.40Gcrores, pursuant to which specific agreements were executed. For clarity, 3 For short, Code.

4 The mortgage by JIL in favour of creditors of JAL were, in fact, set aside in terms ofSection 43 of the Code, albeit this Court had opined on the legal issue on the assumptioneven if the mortgage was valid.

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we may state that L&T had subsequently assigned the debt to PhoenixARC (P) Ltd., who were the appellants before this Court.

5.3 A three judges’ bench of this Court in Phoenix ARC (supra)observed that the pledge agreement was in respect of 40,160 shares ofDoshion Veolia, which were pledged to L&T as security, therebyrestricting the liability of Doshion Veolia, albeit, this cannot constitute‘financial debt’ as defined in Section 5(8) of the Code and, therefore, theappellant would not be a financial creditor of the corporate debtor.

5.4Phoenix ARC (supra) also refers to Chapter VIII of the IndianContract Act, 1872 which deals with the definition of ‘indemnity’ and‘guarantee’ under Sections 124 and 126 therein. It was observed:

“25. As is clear from the definition a “contract of guarantee” is acontract to perform the promise, or discharge the liability, of athird person in case of his default. The present is not a case wherethe corporate debtor has entered into a contract to perform thepromise, or discharge the liability of borrower in case of his default.The pledge agreement is limited to pledge 40,160 shares as security.The corporate debtor has never promised to discharge the liabilityof the borrower. The facility agreement under which the borrowerwas bound by the terms and conditions and containing his obligationto repay the loan security for performance are all contained in thefacility agreement. A contract of guarantee contains a guarantee“to perform the promise or discharge the liability of third person incase of his default”. Thus, key words in Section 126 are contract“to perform the promise”, or “discharge the liability”, of a thirdperson. Both the expressions “perform the promise” or “dischargethe liability” relate to “a third person”.

Reference is made to the expression ‘pledge’ as defined in Section172 of the Contract Act and it has been held:

“26. …..The pledge agreement dated 10-1-2012 does not containany contract that the corporate debtor has contracted to performthe promise, or discharge the liability of the third person…….

30. The words “guarantee” and “indemnity” as occurring in Section5(8)(i) has not been defined in the Code. Section 3 clause (37) ofthe Code provides that words and expressions used but not definedin the Code but defined in the Contract Act, 1872 shall have themeanings respectively assigned to them.”

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A5.5 The decision in Phoenix ARC(supra) has also relied uponand reproduced paragraphs 46-50.2 of the decision in Anuj Jain (supra)(referred to as Jaypee InfratechInterim Resolution Professional v.Axis Bank in the aforesaid judgment), and thereupon observes:

“36. This Court held that a person having only security interestBover the assets of corporate debtor, even if falling within thedescription of “secured creditor” by virtue of collateral securityextended by the corporate debtor, would not be covered by thefinancial creditors as per definitions contained in clauses (7) and(8) of Section 5. What has been held by this Court as noted aboveis fully attracted in the present case where corporate debtor hasConly extended a security by pledging 40,160 shares of GEL. Theappellant at best will be secured debtor qua above security butshall not be a financial creditor within the meaning of Section 5clauses (7) and (8).

37. Mr Vishwanathan tried to distinguish the judgment of this CourtDin Jaypee Infratech Ltd. [Jaypee Infratech Ltd. Interim ResolutionProfessional v. Axis Bank Ltd., (2020) 8 SCC 401] by contendingthat the above judgment has been rendered in the specific factsscenario which does not apply to the present case at all. ShriVishwanathan submits that in Jaypee Infratech Ltd. [JaypeeEInfratech Ltd. Interim Resolution Professional v. Axis Bank Ltd.,(2020) 8 SCC 401] corporate debtor had created mortgage for theloan obtained by the parent Company and no benefit of such loanhas been received by the corporate debtor whereas in the presentcase corporate debtor has been the direct and real beneficiary ofthe loan advanced by assignor to the parent Company of theFcorporate debtor.”

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5.6 We have specifically quoted paragraph 37 in the decision ofPhoenix ARC (supra) as the counsel for the appellant therein, had alsoargued before us to distinguish the decisions of Anuj Jain(supra) andPhoenix ARC (supra) from the instant case, on the ground that theGShort Term Loan Facilities (STL Facilities) advanced by the AppellantNo. 1 - Vistra in the present case to the group companies of the CorporateDebtor – Amtek Auto Limited (Amtek) i.e., Brassco Engineering Limited(Brassco) and WLD Investments Private Limited (WLD) vide FacilityAgreement dated 30.06.2016 (Facility Agreement), was in fact for theHend-use and benefit of the Corporate Debtor – Amtek. The said reasoning does not appeal to us for the reason that the liability to repay the STLFacilities advanced to Brassco and WLD is that of the said companies,and that not of the Corporate Debtor - Amtek, even if the latter was, asper the terms of the Facility Agreement, the ultimate beneficiary of theamount disbursed through the STL Facilities. The aforesaid decisionscannot be distinguished on the ground that the loans were not for the enduse and benefit of JIL or Doshion Veolia. The Corporate Debtor – Amtekwas not liable to repay the loans advanced by the predecessor-in-interestof the appellant -Vistra, in respect of which there were detailed andseparate agreements executed by the lenders with Brassco and WLD.

6. It was submitted before us that the Amended and RestatedPledge Agreement dated 5.07.2016 between the corporate debtor –Amtek and the IL&FS Trust Company Limited, the predecessor-in-interestof the Appellant No. 1 - Vistra (Pledge Agreement) inter alia providesthat the Corporate Debtor - Amtek is the guarantor of the entire loanamount, for which reliance was placed upon clause 2.1.2 of the PledgeAgreement. This contention is liable to be rejected, for the PledgeAgreement specifically restricts and limits the liability of the CorporateDebtor to the extent of the pledged shares vide clause 2.1.1, which readsas under:

“2.1.1.- Pursuant to the Financing Documents and in considerationof the Identified Lenders having entered into and/or agreed toenter into the Financing Documents in respect of each of theFacilities, the Pledgor covenants and agrees with the IdentifiedLenders that it shall comply with the provisions of the FinancingDocuments in relation to each of the Facilities and shall repay, payand/or discharge the Outstanding Amounts in relation to theIdentified Debt in accordance with the terms set out herein andtherein. Provided that the Pledgor shall not be required topay to any Finance Party any amount in excess of theaggregate amount realized by the Trustee pursuant to anenforcement of the Security Interest over the PledgedShares in accordance with the terms of this PledgeAgreement.”

(Emphasis supplied)

6.1 Similarly, reliance has also been placed by the Corporate Debtor– Amtek on certain communications issued by the IDBI Bank, the lead A

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Abank of the Joint Lenders Forum, which now constitutes the majority ofthe CoC of the corporate debtor – Amtek, permitting the pledge of sharesetc. We observe that these communications have to be read andunderstood in the context in which they were written. It was clear andunderstood by the financial creditors of the corporate debtor – Amtekthat the corporate debtor – Amtek is not to bear any additional financialBliability by a security or charge of its assets for the STL Facilities, and theloans were being procured and taken by Brassco and WLD from theAppellant Nos. 2 and 3, namely, KKR India Financial Services Limitedand L&T Finance Limited. It was stipulated that the assets of theCorporate Debtor – Amtek would not be encumbered in anyway, andCexcept for shares given as security, and the burden to repay/dischargethe loan was/is upon Brassco and WLD. IDBI Bank had only permittedthe corporate debtor – Amtek to pledge the shares in question, and to thisextent, they did not have any objection.

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7. Appellant No. 1 - Vistra is a secured creditor to the extent ofthe shares pledged to it by the Corporate Debtor - Amtek. It holds thefirst right in pledge on 66.77% shareholding in JMT Auto Limited. Theexpression ‘security interest’ as defined in Section 3(31) of the Codestates that it means right, title, interest or a claim to a property created inEfavour, or provided for a secured creditor by a transaction which securespayment or performance of an obligation and includes, mortgage, charge,hypothecation, assignment and encumbrance, or any other agreement orarrangement for securing payment or performance of any obligation ofany person. The person is whose favour the security interest is createdneed not be the creditor who avails the credit facility, and can be a thirdFperson. Security interest can be created for credit facilities/loan advancedto another person. It is accepted and admitted that the Appellant No. 1 –Vistra has security interest in the pledged shares. In order to examinethe nature of the said interest, we must first understand what constitutes‘pledge’ in law.G

7.1 The concept of ‘pledge’ has been elucidated by this Bench inPTC India Financial Services Limited v. Venkateswarlu Kari andAnother,[6] with reference to the provisions of contract of bailment andspecific provisions concerning the pledge, a subset of bailments, in thefollowing manner:H6 (2022) 9 SCC 704.

“18. As per Section 151, a bailee is bound to take as much careof the goods bailed to him as a man of ordinary prudence would,under similar circumstances, take of his goods of the same bulk,quality and value as the goods bailed. Section 152 states that abailee, in the absence of a special contract, will not be liable forany loss, destruction, or deterioration of the bailed goods if he actsin conformity with Section 151. As per Section 153, a contract forbailment is voidable at the option of the bailor if the bailee doesany act with regard to the goods bailed, inconsistent with theconditions of the bailment. Section 154 lays down that the baileeshall be liable for damage arising from unauthorised use of thebailed goods. The bailee, with the consent of the bailor, can mixthe goods bailed with his own goods, in which event, the bailor andthe bailee will have interest in proportion to their respective sharesin the mixture. [ Section 155, Contract Act.] However, if the bailee,without the bailor’s consent, mixes the bailed goods with his own,and the goods can be separated or divided, the property in thegoods remain with the parties respectively. [ Section 156, ContractAct.] Further, the bailee is bound to bear the expense of separationor division of the goods, as well as any damage arising from themixture. Section 157 provides that when the goods are so mixedwithout the bailor’s consent and cannot be separated, the bailor isliable to be compensated, and the bailee is liable for the loss.

19. Under Section 160, the bailee has to return or deliver, as perthe bailor’s directions, the goods, without demand, as soon as thetime for which they were bailed has expired or the purpose forwhich they were bailed has been accomplished. Section 161 statesthat if there is a default by the bailee and the goods are not returned,delivered, or tendered at the proper time, the bailee is responsibleto the bailor for any loss, destruction, or deterioration of the goodsfrom that time. As per Section 163, in the absence of any contractto the contrary, the bailee is bound to deliver to the bailor, or inaccordance with his directions, any increase or profit that mayaccrue from the goods bailed.

20. Section 172 of the Contract Act is reproduced as under:

“172. ”Pledge”, “pawnor” and “pawnee” defined.—The bailmentof goods as security for payment of a debt or the performance of AB

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the promise, is called a “pledge”. The bailor is in this case calledthe “pawnor”. The bailee is called the “pawnee”.”

As per Section 172, creating a valid pledge requires delivery ofthe possession of goods by the pawnor to the pawnee by way ofsecurity upon the promise of repayment of a debt or the performanceof a promise, thereby, creating an estate that vests with the pawnee.

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22. As per Section 176, when a pawnor makes a default in paymentof debt or performance of a promise, the pawnee may bring a suitagainst the pawnor upon such debt or promise and retain the goodspledged as collateral security, or he may sell the goods pledgedupon giving the pawnor reasonable notice of the sale. If the pledgedgoods are sold, and the proceeds of such sale are less than theamount due in respect of the debt or promise, the pawnor is stillliable to pay the balance amount to the pawnee. If the proceeds ofsuch sale exceed the amount due, the pawnee will be liable to paythe surplus to the pawnor.

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23. Section 177 gives statutory right to the pawnor, who is at defaultin payment of the debt or performance of the promise, to redeemthe pledged goods at any time before “actual sale” by the pawnee.However, in such cases, the pawnor must pay in addition theexpenses that have arisen from his default. Section 179 states thatthe limited interest that a pawnor has in the goods can be validlypledged.”

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7.2 The law of pledge contemplates special rights for the pawneein the goods pledged, i.e., the right to possession of the security, and incase of default, the right to bring a suit against the pawnor, as well as theFright to sell the goods after giving reasonable notice to the pawnor. Thegeneral rights or ownership rights in the property remain with the pawnor,and wholly reverts to him on discharge of the debt or performance of thepromise. In other words, the right to property vests in the pawnee only asfar as it is necessary to secure the debt. We need not refer to otherGportions of the said judgment which relate to right of redemption till ‘actualsale’, etc.

8. In light of the aforesaid exposition, the second issue which arisesfor consideration is whether the resolution plan can dilute, negate, oroverride the pledge agreement because a resolution plan to this effecthas been approved by the CoC. Revisiting this issue is important, as H

Anuj Jain (supra) had interpreted the provisions as they existed prior tosubstitutions of several provisions of the Code by Act No. 26 of 2018with retrospective effect from 6.06.2018 and Act No. 26 of 2019 witheffect from 16.08.2019. In particular, we would like to make referenceto the amended Section 30(2) of the Code, which post the substitution byAct No. 26 of 2019, reads as under:

“30. Submission of Resolution plan. — (2) The resolutionprofessional shall examine each resolution plan received by him toconfirm that each resolution plan—

(a) provides for the payment of insolvency resolution process costsin a manner specified by the Board in priority to the payment ofother debts of the corporate debtor; (b) provides for the payment of debts of operational creditors insuch manner as may be specified by the Board which shall not beless than—

(i) the amount to be paid to such creditors in the event of a liquidationof the corporate debtor under Section 53; or

(ii) the amount that would have been paid to such creditors, if theamount to be distributed under the resolution plan had beendistributed in accordance with the order of priority in sub-section(1) of Section 53,

whichever is higher, and provides for the payment of debts offinancial creditors, who do not vote in favour of the resolutionplan, in such manner as may be specified by the Board, whichshall not be less than the amount to be paid to such creditors inaccordance with sub-section (1) of Section 53 in the event of aliquidation of the corporate debtor.

Explanation 1.—For the removal of doubts, it is hereby clarifiedthat a distribution in accordance with the provisions of this clauseshall be fair and equitable to such creditors.

Explanation 2.—For the purposes of this clause, it is herebydeclared that on and from the date of commencement of theInsolvency and Bankruptcy Code (Amendment) Act, 2019, theprovisions of this clause shall also apply to the corporate insolvencyresolution process of a corporate debtor—

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A(i) where a resolution plan has not been approved or rejected bythe Adjudicating Authority;

(ii) where an appeal has been preferred under Section 61 or Section62 or such an appeal is not time barred under any provision of lawfor the time being in force; or B

(iii) where a legal proceeding has been initiated in any court againstthe decision of the Adjudicating Authority in respect of a resolutionplan;

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(d) the implementation and supervision of the resolution plan; (e) does not contravene any of the provisions of the law for thetime being in force; (f) conforms to such other requirements as may be specified byDthe Board.

Explanation.—For the purposes of clause (e), if any approval ofshareholders is required under the Companies Act, 2013 (18 of2013) or any other law for the time being in force for theimplementation of actions under the resolution plan, such approvalEshall be deemed to have been given and it shall not be a contraventionof that Act or law.”

8.1 The amendment introduced by Act No. 26 of 2019 ensuresthat the operational creditors under the resolution plan should be paid theamount equivalent to the amount which they would have been entitled to,Fin the event of liquidation of the Corporate Debtor under Section 53 ofthe Code. In other words, the amount payable under the resolution planto the operational creditors should not be less than the amount payable tothem under Section 53 of the Code, in the event of liquidation of theCorporate Debtor. The amended provision also provides that the financialcreditors who have not voted in favour of the resolution plan shall be paidGnot less than the amount which would be paid to them in accordancewith sub-section (1) to Section 53 of the Code, in the event of liquidationof the corporate debtor. Explanation (1) to clause (b) of the 30(2) of theCode, for the removal of doubts, states and clarifies that the distributionin accordance with this clause shall be fair and equitable to such creditors.

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8.2 It is also the mandate of Section 31 of the Code[7] that theadjudicating authority should be satisfied that the resolution plan, asapproved by the CoC under sub-section (4) of Section 30 meets with therequirement as referred to in sub-section (2) of Section 30. Only then,the adjudicating authority shall approve the resolution plan, which shallthen be binding on the Corporate Debtor and its employees, members,creditors, guarantors and other stakeholders involved in the resolutionplan.

8.3 Section 30(2)(e) also requires the resolution professional toexamine each resolution plan received by him/her and confirm that itdoes not contravene any provisions of law for the time being in force.Thus, the amended Section 30(2) read with Section 31 of the Code,enunciates the manner in which the interests of the creditors who are notincluded in the CoC i.e., the operational creditors and the financial creditorswho have not voted in favour of the resolution plan, must be protected inthe resolution plan by the resolution professional and the adjudicatingauthority.

8.4 It is in this context that the Appellant No. 1 - Vistra submitsthat the resolution plan in question does not meet the requirements of theCode, as it extinguishes and vaporises the pledge created in favour of theAppellant No. 1 – Vistra, and thereby, Appellant No. 1 – Vistra, a securedcreditor, viz, the pledged shares, is left remediless and worse off than thedissenting financial creditors, or even the operational creditors.

8.5 The difficulty which arises in the present case is that, in termsof the decision of this Court in Anuj Jain(supra) and Phoenix ARC(supra), Appellant No. 1 - Vistra is to be treated as a secured creditor,but would not fall under the category of financial creditors or operationalcreditors. Therefore, they would be denied the benefit of the amendments 7 31. Approval of resolution plan.— (1) If the Adjudicating Authority is satisfied that theresolution plan as approved by the committee of creditors under sub-section (4) ofSection 30 meets the requirements as referred to in sub-section (2) of Section 30, it shallby order approve the resolution plan which shall be binding on the corporate debtor andits employees, members, creditors, including the Central Government, any StateGovernment or any local authority to whom a debt in respect of the payment of duesarising under any law for the time being in force, such as authorities to whom statutorydues are owed, guarantors and other stakeholders involved in the resolution plan:Provided that the Adjudicating Authority shall, before passing an order for approval ofresolution plan under this sub-section, satisfy that the resolution plan has provisions forits effective implementation.

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Ato Section 30(2) of the Code made vide Act No. 26 of 2019, or for thatmatter Act No. 26 of 2018. Consequently, a very odd and a peculiarsituation is created where a secured creditor is denied the benefit of thesecured interest i.e., the right to exercise the sale of the secured interest,yet not be treated as either a financial creditor or an operational creditor.In terms of Section 52 of the Code, a secured creditor in liquidationBproceedings has the right to relinquish its security interest to the liquidationestate and receive proceeds from the sale of assets by the liquidator inthe manner specified under Section 53 of the Code. The second optiongiven to the secured creditor is to realise the security interest in themanner specified in aforesaid Section. Rule 21-A of the Insolvency andCBankruptcy Board of India (Liquidation Process) Regulations, 2016[8] dealswith the presumption of security interest, which we need not elaboratefor the present decision. If the secured creditor relinquishes the securityinterest, it is then entitled to priority in payment under clause (b) to sub-section (1) to Section 53 of the Code. The debts owed to the securedcreditor in such event, rank pari passu with the workmen’s dues for theDperiod 24 months preceding the liquidation commencement date. As perSection 52(9) of the Code, where the proceeds on realisation of securedassets are not adequate to repay the debts due to the secured creditorswho have exercised the option to realise the security interest, the unpaiddues of such secured creditors are to be paid by the liquidator in terms ofclause (e) of sub-section (1) of Section 53 of the Code.E

9. Thus, we are presented with a difficult situation, wherein,Appellant No.1 – Vistra, a secured creditor, is being denied the rightsunder Section 52 as well as Section 53 of the Code in respect of thepledged shares, whereas, the intent of the amended Section 30(2) readwith Section 31 of the Code is too contrary, as it recognises and protectsFthe interests of other creditors who are outside the purview of the CoC.To our mind, the answer to this tricky problem is two-fold. First is to treatthe secured creditor as a financial creditor of the Corporate Debtor tothe extent of the estimated value of the pledged share on the date ofcommencement of the CIRP. This would make it a member of the CoCand give it voting rights, equivalent to the estimated value of the pledgedGshares. However, this may require re-consideration of the dictum andratio of Anuj Jain (supra) and Phoenix ARC (supra), which wouldentail reference to a larger bench. In the context of the present case, thesaid solution may not be viable as the resolution plan has already beenapproved by the CoC without Appellant No. 1 - Vistra being a member H8 For short, Liquidation Process Regulations.

of the CoC. Therefore, we would opt for the second option. The secondoption is to treat the Appellant No. 1 – Vistra as a secured creditor interms of Section 52 read with Section 53 of the Code. In other words,we give the option to the successful resolution applicant – DVI (DeccanValue Investors) to treat the Appellant No.1 – Vistra as a secured creditor,who will be entitled to retain the security interest in the pledged shares,and in terms thereof, would be entitled to retain the security proceeds onthe sale of the said pledged shares under Section 52 of the Code readwith Rule 21-A of the Liquidation Process Regulations. The secondrecourse available, would be almost equivalent in monetary terms for theAppellant No. 1 - Vistra, who is treated it as a secured creditor and isheld entitled to all rights and obligations as applicable to a secured creditorunder Section 52 and 53 of the Code. This to our mind would be a fairand just solution to the legal conundrum and issue highlighted before us.

9.1 We wish to clarify that the directions given by us would not bea ground for the successful resolution applicant – DVI to withdraw theresolution plan which has already been approved by the NCLAT and byus. The reason is simple. Any resolution plan must meet with therequirements/provisions of the Code and any provisions of law for thetime being in force. What we have directed and the option given by usensures that the resolution plan meets the mandate of the Code and doesnot violate the rights given to the secured creditor, who cannot be treatedas worse off/inferior in its claim and rights, viz, an operational creditor ora dissenting financial creditor.

10. In the end, we must meet the argument raised by the RespondentNo. 1 – Dinkar Venkatasubramanian, resolution professional for theCorporate Debtor – Amtek and the Respondent No. 2 – the CoC of theCorporate Debtor – Amtek, that the present plea of the Appellant No.1 –Vistra to be treated as a financial creditor of the Corporate Debtor -Amtek should be dismissed on the grounds of delay, laches andacquiescence. The submission is that the Appellant No. 1 - Vistra hadnot objected to the resolution plan submitted by the erstwhile resolutionapplicant - LHG and, as a sequitur, its non-classification as a financialcreditor in the CoC of the Corporate Debtor - Amtek. Though thisargument had appealed and had weighed with the NCLAT, in our opinionis untenable since the resolution plan submitted by erstwhile resolutionapplicant - LHG did not in any way affect the rights or interests of theAppellant No. 1 – Vistra as a secured creditor in respect of the pledged A

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Ashares. Appellant No. 1 – Vistra has elaborately explained that LHG etc.were in negotiations with them so as to redeem the pledge and acquirethe shares.

11. In view of our aforesaid findings, the impugned judgment ofthe NCLAT affirming the view taken by the NCLT is partly modified inBterms of our directions holding that appellant no.1 – M/s. Vistra ITCL(India) Limited would be treated as a secured creditor, who would beentitled to all rights and obligations as applicable to a secured creditor interms of Sections 52 and 53 of the Code, and in accordance with thepledge agreement dated 05.07.2016.

CPresent appeal is disposed of in the above terms without any orderas to costs.

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(Assisted by : Shubhanshu Das, LCRA)

Appeal disposed of.

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