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26. The RBI Circular provides for a comprehensive framework for resolution of stressed assets. The RBI Circular, to our mind, provides lenders with freedom to commercially negotiate and arrive at a resolution plan. The ICA prescribed under the RBI Circular acts as a tool for collective action by RBI regulated lenders in working towards, arriving at and implementing a resolution plan.

27. Whilst the RBI Circular does not provide for all of the contents of an ICA, it provides that voting by Lenders has to be 75% in value and 60% of the total number of Lenders.

28. As stated hereinabove, further to the RBI Circular, the Lenders entered into the ICA on 6th July, 2019 and voted in favour of the Resolution Plan in terms of the voting mechanism provided under the RBI Circular.

THE RESOLUTION PLAN & VOTING THEREON :

29. Following the terms of the RBI Circular, RCFL's lenders entered into the ICA on 7th July, 2019 with a view to resolve RCFL's debt to the tune of Rs.9,017 Kanchan P Dhuri 32 / 51 COMAPL-27370-2021 final.odt Crores. At this stage, it is pertinent to note that despite a copy being shared with the Debenture Trustee Vistra, it had not executed the ICA.

49. We cannot accept SEBI's submission that the most recent of its resolutions / circulars must govern meetings irrespective of the original contract between the parties. SEBI argues that the SEBI Circular is incorporated into the DTDs by virtue of the Supplementary Debenture Trust Deed(s) executed on 11 th March, 2021. In order to deal with this submission, we note that the DTDs were executed on 3rd May, 2017, 23rd May, 2017 and February 5, 2018. As stated hereinabove, defaults were committed prior to, 13th October, 2020 and the ICA was Kanchan P Dhuri 43 / 51 COMAPL-27370-2021 final.odt executed on, 6th July, 2019. We have already held that the SEBI Circular cannot be applied to defaults committed prior to 13 th October, 2020. This being so, the subsequent incorporation of the SEBI Circular to the DTDs by virtue of the Supplementary Debenture Trust Deed(s) executed on 11 th March, 2021 could only logically apply the SEBI Circular to defaults occurring post such incorporation or at best, to defaults post 13th October, 2020.

56. Mr. Datar has argued that SEBI took note of the fact that RBI could only mandate compulsory out of court resolution for "Lenders" and therefore, the SEBI Circular came to be issued to specify the conditions under which Debenture Holders Kanchan P Dhuri 46 / 51 COMAPL-27370-2021 final.odt could accede to a Resolution Plan under the RBI framework. It was next argued by Mr. Datar that even under the RBI Circular, entering into an ICA is a precedent for implementation of any Resolution Plan and therefore, the ICA is the umbrella framework and the first step under which the Resolution Plan is to be implemented. Once again, we are not finding fault with the mechanism prescribed by SEBI under the SEBI Circular for it has not been challenged before us. Our considerations herein are limited to whether or not the SEBI Circular is applicable to the present matter with due consideration to the facts and circumstances of the present case. As has been set-out herein, we deem the SEBI Circular inapplicable to the present matter and therefore, SEBI's rationale in introducing the SEBI Circular merits no consideration.