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10. Learned Counsel for the Financial Creditor (Respondent No. 2) further submitted that the Regulation 58(8) of the Securities and Exchange Board of India (Depositories and Participants) Regulations 1996 deals with the invocation of pledge and it states that it is subject to the provisions of the pledge document. In the present case, the Share Pledge Agreement dated 23.09.2016 at Clause 6.1 provides that upon invocation of pledge and after giving 7 days' notice to the pledgor the Security Trustee can "sell or dispose of all or any part of the Collateral and shall apply the net proceeds of any such sale or disposition pro-rata amongst the lenders towards the obligations then due and payable under the Finance documents and Financing documents." Thus, upon invocation of pledge, SBI CAP Trustee cannot become the owner of the Shares. Clause 6.1 does not grant the phase I Lenders right to COMPANY APPEAL (AT)(INSOLVENCY) No.1220 of 2019 & 1450 of 2019 appropriate the shares or become owners of the shares upon invocation. Therefore, in the light of clause 6.1 of Share Pledge Agreement Regulations 58(8) is not applicable. For the sake of argument that the entity which invokes the shares becomes the owner of the shares then in this case since SBI CAP Trustee Company Ltd. has invoked the shares, then it is the owner of the shares not the Financial Creditor.

18. According to the Appellants after invocation of the pledged shares the Financial Creditor became 95.2% shareholder of the Corporate Debtor and the entire dues of Corporate Debtor stood discharged. In support of this submissions Learned Counsel for the Appellants cited two Judgments one of this Appellate Tribunal in the case of PTC India COMPANY APPEAL (AT)(INSOLVENCY) No.1220 of 2019 & 1450 of 2019 Financial Services Ltd. (Supra) in which it is held that once shares are transferred to the Financial Creditor, the Financial Creditor became the owner of the shares. The another Judgment of Hon'ble High Court of Delhi in the case of Tendril Financial Services Pvt. Ltd. (Supra) in this Judgment it is held that as per the Regulation 58 of Security Exchange Board of India (Depositors and Participants) Regulations, 1996, the moment the shares are transferred to the Demat Account of the beneficiary after invocation of pledge shares, such transfer amounts to sale and transferee became the beneficial owner of the shares.

19. Learned Counsel for the Respondent No. 2 (Financial Creditor) submits that Regulation 58(8) of the Debentures Regulations is subject to the terms of Share Pledge Agreement and the pledge is governed by the Indian Contract Act.

20 In the present case the whole controversy arises when SBI CAP Trustee Company Ltd. issued a notice of invocation of pledge shares dated 20.12.2017. (Annexure 8 Page 240 of Reply of Respondent No. 2 (Financial Creditor)). In such a situation we are considering the effect of invocation of pledge shares.

26. In the light of the Judgement of Hon'ble High Court of Delhi in Tendril Financial Services Pvt. Ltd. (Supra). We are convinced with the arguments of Learned Counsel for the Appellants that the moment the shares transferred to the Demat Account of the SBI CAP Trustee Company Ltd. it became the beneficial owner of the shares as also held by this Appellate Tribunal in the case of PTC India Financial Services Ltd. COMPANY APPEAL (AT)(INSOLVENCY) No.1220 of 2019 & 1450 of 2019 (Supra). Learned Counsel for the Appellants tried to impress that pursuant to invocation of pledged shares the Financial Creditor became the shareholder of the Corporate Debtor. We are unable to convince with this argument and held that after invocation of pledged shares the SBI CAP Trustee Company Ltd. became the shareholder of the Corporate Debtor, as per the Clause 2.6.2 of the Share Pledge Agreement dated 23.09.2016. The Financial Creditor is not party in the above referred agreement. In the notice dated 20.12.2017 it is mentioned that invocation of pledged shares shall not prejudice the rights and remedies available to the Financial Creditor under the Financing Documents. Therefore, it cannot be said that after invocation of the pledged shares by the SBI CAP Trustee Company Ltd., the Financial Creditor cannot maintain the Application under Section 7 of I&B Code, or the entire dues of the Corporate Debtor stood discharged.