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TMI Blog2021 (10) TMI 1311X X X X Extracts X X X X X X X X Extracts X X X X ..... The submission by SEBI would amount to saying that a critical term of the contract is always unknown and always liable to change or modification at any given time, conceivably upsetting the entire structure. SEBI s regulations all say that they are with effect from a particular date. It is not possible to read them as operating retrospectively. Correctly read, SEBI s submission is to be understood as meaning that it is the latest of the SEBI resolutions as amended at the time of the Debenture Trust Deed s execution that must compulsorily be incorporated in the Debenture Trust Deed. This is unexceptionable. But this cannot and does not mean that a later regulation after the Debenture Trust Deed can be retrospectively made to govern the T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his order is made on the peculiar facts and circumstances of this case. The demand drafts in question are handed over to the Advocates for the Plaintiffs. Plaintiffs says this order is sufficient to dispose of the Suit itself with all undertakings given to the Court being accepted. So ordered. The suit is disposed of in these terms. - INTERIM APPLICATION (L) NO. 14224 OF 2021 IN COMMERCIAL SUIT (L) NO. 14223 OF 2021 - - - Dated:- 28-10-2021 - G.S. PATEL, J Mr Mayur Khandeparkar, with Rohan Mathur, i/b Anoma Law Grp LLP, for the Plaintiffs. Mr Prateek Seksaria, with Subir Kumar, Disha Shah, Salonee Patil, Syed Ahmed, i/b SDS Advocates, Mr Ravi Kadam, Senior Advocate, with Rohit Lalwani, Varghese Thomas, Yohaann Limathwalla ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Plaintiffs as debenture holders an additional sum equivalent to 5% of the total principal, outstanding sum as additional settlement amount. ( Additional Settlement Amount ). Thus, the aggregate pay-out to the Plaintiffs shall be 29.96% of the total principal outstanding (including all amounts paid). 6. Accordingly, the Plaintiffs shall now be entitled to receive an aggregate sum of ₹ 91,00,000/- (a sum of ₹ 1,63,46,800/-, i.e. 29.96% less the amount of ₹ 72,46,000/- already paid) as full and final settlement, and shall thereupon be required to transfer the debentures in favour of the resolution applicant or its nominee. 7.The Plaintiffs agree and undertakes that upon payment of the amount of ₹ 91,00,000/-, each ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ive Debenture Trust Deeds. 12. Mr Ankhad for the 3rd Defendant, the Debenture Trustee, points out that the Debenture Trust Deeds require a meeting to be called in a certain manner. On Affidavit, SEBI has taken a different position. SEBI s submission has been that it is the very latest or most recent of the SEBI resolutions that will govern such meetings, irrespective of what a Debenture Trust Deed says in regard to the holding of a meeting. Prima facie, I do not think this is a submission that I can accept. The Debenture Trust Deed is a contract between the parties to it. They must know the terms of the contract at the time when the execute it. Those terms cannot be later altered except with their consent. The submission by SEBI would am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in above. 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 confidentiality of the settlement and/or compromise and/or arrangement arrived hereto. 16. In view of the above compromise 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. 18.As regards SEBI, I am making it clear that this order will constitute no precedent against SEBI nor will SEBI be held to the terms of this order for other c ..... X X X X Extracts X X X X X X X X Extracts X X X X
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