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14. If there is any further or later or supplementary trust deed, then the provisions of that supplementary trust deed will also be taken into account.
15. All parties agree and undertake to maintain confidentially of the settlement and/or compromise and/or arrangement arrived thereto.
16. In view of the above comprise arrived at between the parties, the suit stands disposed off in these terms.
17. It is made clear that the aforesaid order is passed considering the peculiar facts and circumstances of the present case. It also has consent of all the parties.
c. The SEBI Circular is issued under section 11(1) of the SEBI Act.
Hence, the SEBI circular is administrative in nature and is not delegated legislation. An administrative circular cannot have retrospective operation as it takes away vested rights. Moreover, the SEBI Act does not provide for retrospective or retroactive application of subordinate legislation;
d. The SEBI Circular extinguishes the vested rights of debenture holders under the Debenture Trust Deeds. Under Clauses 22 and 23 of the Fifth Schedule to the Debenture Trust Deeds, the debenture holders by PART C a special majority have a vested right to sanction any compromise or arrangement with the company. However, the SEBI Circular subjects the will of the majority to the will of the ISIN number holders, and in the process impairs the vested rights conferred under the Debenture Trust Deeds. Thus, the application of the SEBI Circular will not only be retroactive, but also renders it retrospective; e. The SEBI Circular does not prohibit the debenture holders from conferring the authority on the debenture trustee in respect of the matters enumerated under Clause 22 of the Fifth Schedule to the Debenture Trust Deeds. The mandatory language used in the SEBI Circular applies only to the two eventualities mentioned in Clause 6.5 and does not encompass all the generalities which are covered under the Debenture Trust Deeds. The SEBI Circular is applicable to only two situations: (i) a negative consent for proceeding with enforcement of security; and (ii) a positive consent for signing an ICA. The subject matter of the Resolution Plan covers neither of the aforesaid situations; f. The Supplementary Trust Deed does not expressly amend, substitute, or modify the provisions of Clauses 22 and 23 of the Fifth Schedule to the Debenture Trust Deeds. Even if it is assumed that the Supplementary Trust Deed incorporates each and every term of the SEBI Circular, this will not result in overriding or superseding the provisions of Clauses 22 and 23;
Clause 6 - ―Applicable Law means all applicable Indian statutes, enactments, laws, ordinances, bye-laws, rules, regulations, guidelines, notifications, notices and/or judgments, decrees, injunctions, writs or orders of any court statutory or regulatory authority, tribunal, board, or stock exchange in any jurisdiction, as may be in force and effect including any amendment, modification or reenactment from time to time‖

24. On 11 March 2021, parties entered into the Supplementary Debenture Trust Deed to amend the earlier Debenture Trust Deeds. The recitals to the Supplementary Trust Deed inter alia provide that:

―In order to incorporate the terms of the SEBI Debenture Circulars within this Deed, all the provisions set out under the schedule hereto named ‗Schedule-SEBI AMENDMENTS 2020‘ is hereby included as an integral part of this Deed … 2.3 A new Schedule as „Schedule-SEBI Amendments 2020‟ shall be inserted after the last existing Schedule of each respective Principal Deed as follows:
…
5. The Company shall ensure due compliance and adherence to the SEBI Debenture Circulars in letter and spirit.” (emphasis supplied) The above contents of the Supplementary Trust Deed clearly take notice of the 1993 Regulations and the SEBI Circular, among others. Moreover, the Supplementary Debenture Trust Deed expressly incorporated the terms of SEBI‘s debenture circulars within its ambit and the requirement that RCFL shall ensure due compliance and adherence to SEBI‘s circulars in letter and PART D spirit. The Resolution Plan submitted by Authum was approved thereafter on 15 July 2021.