Tropical Ventures Company Ltd. vs INCAB Industries Ltd., Through Pankaj Kumar Tibrewal, RP & Ors.

Ashok Bhushan, J.

These three Appeal(s) arise from same Corporate Insolvency Resolution Process (“CIRP”) of Corporate Debtor (“CD”) Incab Industries Ltd. being CP (IB) No.1684/KB/2018. Company Appeal (AT) (Ins.) No.662 of 2025 has been filed by Tropical Ventures Company Ltd. (hereinafter referred to as “Tropical”) challenging the order dated 08.01.2025 passed by National Company Law Tribunal (“NCLT”), Division Bench, Court No.II, Kolkata in I.A.(IB)No.84/KB/2022. By order dated 08.01.2025 I.A.(IB) No.84/KB/2022 filed by the Tropical has been dismissed. Company Appeal (AT) (Ins.) No.16 of 2026 has been filed by Pegasus Assets Reconstruction Pvt. Ltd. (hereinafter referred to as the “Pegasus”) challenging the order dated 03.12.2025 passed by NCLT, Kolkata Bench (Court No.-II), Kolkata in IA No. 1511/KB/2025. By order dated 03.12.2025, IA No.1511/KB/2025 filed by the Pegasus has been dismissed. Company Appeal (AT) (Ins.) No.192 of 2026 has been filed by Tropical challenging the order dated 03.12.2025 passed by NCLT, Kolkata Bench (Court-II), Kolkata praying for partially set aside order dated 03.12.2025 passed in IA No. 646/KB/2022 in CP (IB) No. 1684 of 2018 with respect to affirmance of resolution passed in 22^nd Committee of Creditors (“CoC”) Meeting. All three Appeal(s) having arisen out of same CIRP and out of the same set of facts, have been heard together and are being decided by this common judgment.

Brief background facts giving rise to these Appeal(s) are:

On 01.12.2016, the Sick Industrial Companies (Special Provisions) Act, 1985 was repealed.

The Adjudicating Authority vide order dated 03.12.2025 allowed the IA No. 646/KB/2022 filed by the RP for approval of the Plan. By order dated 03.12.2025, IA filed by the Pegasus being IA No. 1511/KB/2025 was rejected. Company Appeal (AT) (Ins.) No.16 of 2026 has been filed challenging the order dated 03.12.2025 passed in IA No. 1511/KB/2025 and Company Appeal (AT) (Ins.) No.192 of 2026 has been filed by Tropical praying for partially set aside order dated 03.12.2025 passed in IA No. 646/KB/2022 with respect to affirmation of the Resolution Plan by the CoC.

We have heard Shri Abhijeet Sinha, learned Senior Counsel appearing for Tropical in Company Appeal (AT) (Ins.) Nos.662 of 2025 and 192 of 2026; Shri S. Niranjan Reddy, learned Senior Counsel appearing for Pegasus in Company Appeal (AT) (Ins.) No.16 of 2026; Shri Krishnendu Datta, learned Senior Counsel appearing for the RP; Shri Abhishek Anand, learned Counsel appearing for SRA; Shri Vaibhav Gaggar, learned Senior Counsel appearing for Pegasus in Company Appeal (AT) (Ins.) Nos.662 of 2025 and 192 of 2026. On 15.05.2026, hearing was completed and judgment was reserved. In these Appeal(s), learned Counsel for the parties have made submissions in support of their respective cases. We proceed to notice the submissions of the parties in each Appeal separately.

This Appeal has been filed by Tropical challenging the order dated 08.01.2025 rejecting I.A.(IB) No.84/KB/2022 filed by the Tropical challenging the decision of the RP declaring the Tropical as ‘related party’ and rejecting the claim in respect of HSBC Bank. Shri Abhijeet Sinha, learned Senior Counsel appearing for the Tropical submits that the decision of the Adjudicating Authority declaring the Appellant as ‘related party’ to the CD under Section 5(24) (i) and 5(24)(l) is unsustainable. It is submitted that Adjudicating Authority itself has recorded a finding that the Appellant is neither Holding Company nor Subsidiary Company of the CD. The finding of Adjudicating Authority that Appellant is an Associate Company of the CD and has significant influence is incorrect. The control with reference to Section 2(27) of the Companies Act, 2013, include the right to appoint majority of the directors or control or management or policy decision directly or indirectly, including shareholding or management rights, or shareholders agreements or voting agreements. It is submitted that the Appellant does not exercise any control over the CD. The Appellant – Tropical has 63% shareholding in Leader Universal (Mauritius), which in turn hold 51.2% shares in the CD directly and additional 10% indirectly through Satyam Incab (Holdings) Ltd. The CD was referred as SICA Company on 04.04.2000 and came out of BIFR only on 01.12.2016, when SICA Act was repealed. The Tropical was incorporated on 28.08.2006 when the CD was under BIFR. Leader Berhad assigned the debt in favour of the Tropical through Deed of Assignment on 08.03.2007. Mr. Naresh Lakhmichand Asrani (hereinafter referred to as “Naresh Asrani”) did not have any control over the CD, the CD being under the BIFR at the relevant time. The balance sheet of the CD as on 31.12.1999 refers to its Directors under it and it did not include the name of Naresh Asrani. The Appellant does not qualify as ‘related party’ of the CD under the IBC, it being neither a Holding Company nor Subsidiary Company. The Adjudicating Authority has erroneously held the Appellant to be ‘related party’ under Section 5(24)(i) observing that the Appellant was in position of de facto control of the CD. Leader Berhad had 51.2% shareholding in the CD and the Appellant held 63% shareholding in Leader Universal (Mauritius). There was neither significant influence nor control of the Appellant – Tropical on the CD. The Appellant is neither shareholder of the CD, nor it has any significance influence or control over the CD. There is no governance influence, no administrative oversight and no management action of the Appellant with respect to the CD. The finding of the Adjudicating Authority that Appellant Tropical is neither Holding Company or Subsidiary Company is not even challenged by the Respondents. With respect to claim of the Appellant for US$ 3.75 millions against Hold Cover to HSBC, it is submitted that RP committed error in rejecting the said claim. The Hold Cover is essentially a Counter Guarantee on behalf of Leader Universal Holdings Berhad to enable their Guarantee to HSBC. The Hold Cover was issued using the existing Guarantee-line of Leader Cable Industry Berhad, a subsidiary of Leader Berhad. Leader Cable Industry Berhad made necessary payment of US$ 3.75 millions. The RP committed error in rejecting the said claim of US$ 3.75 millions on behalf of the Leader Berhad and on assignment of the debt in favour of the Tropical, the Appellant was subrogated and entitled for acceptance of the claim relating to payment to HSBC.

Shri Krishnendu Datta, learned Senior Counsel appearing for the RP refuting the submissions of the Appellant submits that RP had rightly declared the Tropical as ‘related party’ to the CD. Under the admitted ownership structure, Naresh Asrani is ultimate beneficial owner. The Appellant itself has produced and confirmed the correctness of shareholding chart, where Naresh Asrani owns FW Enterprises Ltd., which owns 100% of Tropical. Tropical hold 63% in Leader Universal (Mauritius), which holds 51.2% in CD and further 10% in CD through Satyam Incab (Holdings) Ltd. Naresh Asrani is therefore common ultimate beneficial owner of entire chain, including the CD, the Appellant cannot deny the legal consequences flowing from it. Tropical is Holding Company/ step-down controlling entity of the CD. The Tropical holds 63% shareholding in Leader Universal (Mauritius), which holds 51.2% in the CD. The CD is step-down subsidiary of Tropical. The step-down subsidiary relationship is legally sufficient and independently attracts Section 5(24)(i) of the IBC. De Facto control within the meaning of Section 2(27) of the Companies Act is very much present. Leader Berhad was the financial sponsor of the CD under MoU dated 04.12.1996. Indirect shareholding control and voting interest through Mauritius Co. and Satyam Incab Holdings, all ultimately owned by Naresh Asrani. The Appellant is ‘related party’ under different sub-clauses of Section 5(24) of the IBC. As per HSBC’s claim, there was no valid subrogation or assignment on record with the Tropical. Leader Cable has paid the amount and not Leader Berhad. No formal Guarantee Agreement was ever executed between HSBC, Leader Berhad and the CD. Leader Berhad at no point was the guarantor or payer in respect of HSBC facility. Leader Berhad cannot claim subrogation. There is no assignment of security interest in favour of Tropical.

Learned Counsel appearing for the Pegasus refuting the submissions of the Appellant contended that the CD is a step-down entity and clearly falls within the definition of Section 5(24)(i). Once statutory relationship is established between the Appellant and the CD, no further inquiry is necessary. The records of the Appellant demonstrate that Naresh Asrani not only control both the entities, but also continues to represent interest of Tropical in the CIRP of the CD. The CD is nothing but step-down subsidiary of Tropical, all of which is ultimately owned and controlled by Naresh Asrani. There can be no doubt that all the entities are related to one another.

Learned Counsel appearing for the SRA has also supported the impugned order and submits that the Appellant has been rightly held to be ‘related party’ to the CD. The Appellant holds 63% of Leader Berhad and Leader Berhad in turn holds 52.1% in the CD directly and 10% indirectly through Satyam Incab (Holdings) Ltd., which gives the Appellant effective influence of over 60% voting power in the CD. The Appellant qualifies as a ‘related party’ under Section 5(24)(i) (associate company and step-down subsidiary company test) and also under Section 5(24)(l) (control over board composition). Lifting of corporate veil rightly applied to determine control. There was no valid basis for admission of claim arising from HSBC facility. Subsequent changes in the CoC cannot affect decisions already taken. The Plan of the SRA has already been approved by the CoC as well as by the Adjudicating Authority.

Learned Senior Counsel appearing for the Pegasus in support of the Appeal submits that RP committed error in admitting exorbitant claim of Tropical of Rs.1731 crores, which contains principal amount of Rs.85 crores. + interest of Rs.1646 crores. The Adjudicating Authority committed error in rejecting IA filed by the Pegasus being IA No.1511/KB/2025, which contained detailed pleadings and the grounds by questioning the decision of the RP for admitting the claim of the Tropical. The assignment in favour of the Tropical by Assignment Deed dated 08.03.2007 was limited to amount paid by the Assignor to the creditors. The amount paid by the Assignor to creditors was only Rs.85,79,269,44/-, and as per the assignment, the Appellant cannot claim any further amount. The payment of funds exceeding the principal amount actually paid to the Lenders by a foreign entity (Leader Berhad) is in violation of Indian foreign exchange laws. The Pegasus has relied on RBI Notification dated 26.09.2000, which clearly provided a cap on reimbursement by the resident principal debtor, which shall not exceed the rupee equivalent of the amount paid by the non-resident guarantor under the guarantee. The Adjudicating Authority committed error in holding that Notification dated 26.09.2000 is not applicable. The Adjudicating Authority also committed error in holding that no reimbursement was involved in the claim. The assignment of debt to the Tropical is limited to the term of Assignment Deed. The Leader Berhad’s right of subrogation was never assigned to Tropical. No claim could have been admitted in violation of Indian foreign exchange laws, i.e. Foreign Exchange Management Act, 1999 (“FEMA”) and the Notification dated 26.09.2000. The submission of the Tropical that post facto permission can be obtained from the RBI has no legs to stand. No post facto approval of the RBI can condone the breach. The Adjudicating Authority also committed error in holding that RP does not performs adjudicator functions and has rightly performed his administrative functions in verifying the claim of Tropical. The Adjudicating Authority having invited to adjudicate the claim of the Tropical, the question that RP has no adjudicatory functions, is meaning less and cannot preclude the Adjudicating Authority to directly adjudicate the claim raised by the Tropical. The Assignment Deed, which was issued by Assignor – Leader Berhad dated 08.03.2007, was assignment of debt for US$ 1, and claim which is submitted by the Tropical in the CIRP was claim of more than Rs.2000 crores. The RP failed to recognise that Tropical is not entitled to interest as per both FEMA and the terms of the Assignment Deed itself. The Tropical claim is also barred by time.

Shri Abhijeet Sinha, learned Senior Counsel appearing for Tropical refuting the submissions of Pegasus submits that assignment in favour of the Tropical by Leader Berhad was assignment with subrogation. The Appellant by virtue of Sections 140 & 141 of the Indian Contract Act, 1872 have all rights of the creditors against the CD and the claim, which was filed by Tropical was in accordance with the Assignment Deed dated 08.03.2007. Assignor has issued a general announcement. The Assignor intimated the CD regarding assignment of debt in favour of the Tropical on 06.08.2007. The CD was declared a SICA Company and was with the BIFR till 01.12.2016. The claim was filed by the Tropical before the RP, which after due verification was accepted by the RP. Pegasus (who is part of the CoC) post claim, which has already been admitted, has no right to question the admission of the claim of the Tropical. The transaction, which took place between the Lenders and the Leader Berhad were much before the Notification dated 26.09.2000 issued by the RBI. The entire transaction having taken place prior to Notification dated 26.09.2000, the Notification has no applicability and the Adjudicating Authority has rightly taken the view that Notification dated 26.09.2000 has no applicability. It is submitted that there was no merit in the application filed by the Pegasus questioning the claim of the Tropical.

Learned Senior Counsel appearing for the RP also opposed the submissions made on behalf of the Pegasus. Learned Counsel for the RP submits that the RP’s role is only administrative verification, not adjudication. The CD had obtained financial assistance from ICICI Bank, Citibank and HSBC Bank between 1997-1999. Leader Berhad had provided formal corporate guarantee for these facilities. The Leader Berhard has made payments to Citibank, ICICI Bank and HSBC (through Leader Cable Industry Berhad, a subsidiary of Leader Berhad) and on making payments, it became subrogated to the rights of the original creditors by operation of Section 140 of the Indian Contract Act, stepping into the shoes of ICICI Bank and Citibank. The Leader Berhad by Deed of Assignment assigned all its subrogated rights and interests to the Tropical. Security interests follow the debt by operation of law, no fresh mortgage or hypothecation was required. The objections raised by Pegasus regarding FEMA/ FERA violations are misconceived. The guarantees in question were executed by Leader Berhad in 1997-1999, when the original loans were sanctioned to the CD by ICICI Bank, Citibank and HSBC. At that time, loan transactions were between two resident entities (Indian Banks and Indian CD) and did not attract FERA/ FEMA provisions. Sections 26 and 31 of the FERA, 1973 imposed restrictions only on persons resident in India and not on non-resident entities. Leader Berhad is a Company incorporated in Malaysia and was, at all material times, a non-resident under FERA. FEMA, 1999 has no retrospective application. FEMA came into force with effect from 01.06.2000 and does not contain any provision rendering transactions validly entered into under FERA void or unenforceable. Deed of Assignment dated 08.03.2007 assigns subrogated debt rights a pure current account transaction under Section 130 of the Transfer of Property Act, 1882 and does not involve creation of any new security interest or transfer of immovable property in India. The RBI Notification dated 26.09.2000 is not applicable. Even assuming, without admitting any FEMA non-compliance, it is settled law that regulatory infractions do not extinguish the underlying debt and at best invite regulatory consequences through specialised authorities such as the RBI or the Enforcement Directorate. The RP is not the forum for adjudication of foreign exchange disputes. The claim is not barred by time.

Learned Senior Counsel appearing for the Appellant – Tropical in support of the Appeal submits that the resolution in 22^nd CoC Meeting was never informed to the Tropical. The SRA noted that the claim of the Tropical has been accepted and Tropical has already been allocated Rs.294 crores in the Resolution Plan. In the Resolution Plan no additional or subsequent changes has been done by the Adjudicating Authority while approving the Plan. The Appellant - Tropical has only prayed for partially set aside the order approving the Plan. The payment schedule under the Resolution Plan cannot be altered. The Appellant has been allocated the amount, even though it has been treated as ‘related party’.

Learned Senior Counsel appearing for the RP opposing the submissions of the Appellant submits that the SRA has already deposited the amount of Rs.585 crores and has taken possession and the control of the CD. The Adjudicating Authority by the impugned order dated 03.12.2025 made the outcome of the approval of the Plan subject to pending Appeal before this Tribunal, in which no illegality has been committed. The Tropical being ‘related party’ has no locus to challenge the decision of 22^nd CoC Meeting, it being not a Member of the CoC. The CoC in its 22^nd Meeting’s resolution, directed to deposit the claimed amount in interest bearing account, pending final adjudication. The commercial wisdom of the CoC is paramount and non-justifiable. The allocation of Rs.294.91 crores is presently held in the interest bearing account, which is subject to outcome of any pending Appeal(s). There is no surviving cause of action or actionable grievance in the Appeal filed by the Tropical.

Learned Counsel appearing for the Pegasus opposing the submission of learned Counsel for the Appellant submits that the Appeal is not maintainable. The challenge to Resolution Plan is circumscribed by Section 61(3) of the IBC and no grounds have been made out in the Appeal within the meaning of Section 61, sub-section (3). The Appellant himself in the Appeal has pleaded that the Appellant does not have any grievance against the Resolution Plan and its implementation and the business of the CD, barring the distribution mechanism resolved by the CoC in its 22^nd Meeting, as the alleged resolution creates a separate subclass classification of creditors without there being any justifiable reason for the same. The Appellant seeks to partially set aside the impugned order approving the Resolution Plan, which is beyond the limited scope of Section 61 sub-section (3). There are no grounds within Section 61 sub-section (3) to interfere with the impugned order and indirectly challenge the CoC decisions taken in 22^nd Meeting. The Appeal cannot be entertained on this ground. There is no illegality or infirmity in decision of CoC taken in its 22^nd Meeting. The decision taken by the CoC in its 22^nd Meeting in its commercial wisdom, cannot be interfered with.

We have considered the submissions of learned Counsel for the parties and have perused the record.

From the submissions of learned Counsel for the parties and materials on the record, following are the questions which arise for consideration in these Appeal(s):

Whether the decision taken by the CoC in its 22^nd Meeting regarding distribution of the amount under the Resolution Plan as submitted by the SRA is in accordance with law?

Question No.(I)

The RP as well as Adjudicating Authority have found the Tropical to be ‘related party’ to the CD within the meaning of Section 5(24) of the IBC. The Tropical had filed I.A.(IB)No.84/KB/2022 challenging the decision of the RP, holding the Tropical as ‘related party’. Prayers made in I.A.(IB)No.84/KB/2022 have been quoted in Paragraph-3 of the impugned order dated 08.01.2025, which are as follows:

The Tropical has challenged the order dated 08.01.2025 in Company Appeal (AT) (Ins.) No.662 of 2025 and has raised various contentions to support its submission that Tropical is not the ‘related party’ to the CD as has been noted above.

The Tropical before the Adjudicating Authority has submitted a chart depicting the respective shareholding of the Tropical, Leader Berhad, CD and other Companies and Naresh Asrani, the beneficial owner. The Adjudicating Authority in Paragraph-16 of the impugned order has noted the submissions of the Tropical as well as chart relied by the Applicant itself. The above chart indicates that Tropical (the Appellant herein) holds 63% shareholding of Leader Berhad, who in turn holds 51.2% shareholding in the CD. The Adjudicating Authority by the impugned order has held the Appellant as ‘related party’ relying on Section 5(24)(i) and 5(24)(l). The Adjudicating Authority has further observed that the Appellant is neither a Holding Company nor a subsidiary of the CD. However, the Adjudicating Authority has held that the Appellant exercises control over the CD and has more than 20% voting power directly. In Paragraph-44 of the impugned order, following has been held:

For considering the issue as to whether the Appellant is ‘related party’ of the CD, we need to notice relevant provisions of the IBC and the provisions of the Companies Act, 2013. Section 5(24) defines ‘related party’. We may take note of Section 5(24)(i) and 5(24)(l), which are as follows:

The expression ‘holding company’ and ‘subsidiary company’ or an ‘associate company’ has not been defined in the IBC. However, by virtue of Section 3 sub-section (37) of the IBC, words and expressions used, but not defined in the Code but defined in the Companies Act, 2013 shall have the meanings respectively assigned to them. We need to notice the provisions of the Companies Act defining the ‘associate company’, ‘holding company’ and ‘subsidiary company’. Section 2 sub-section (6) of the Companies Act, 2013 defines ‘associate company’ to the following effect:

Section 2(46) defines ‘holding company’ and Section 2(87) defines ‘subsidiary company’, which are as follows:

As per Section 2(87), ‘subsidiary’ in relation to a holding company means a company, which exercises or controls more than one-half of the total voting power, either through its own or together with one or more of its subsidiary company and further explanation of Section 2(87) provides as follows:

Learned Counsel for the Appellant has contended that the Tropical does not have any shareholding in CD, hence, the CD cannot be said to be subsidiary of the Appellant. When we look into the chart as quoted in Paragraph-16 of the judgment of the Adjudicating Authority, the Appellant has 63% shareholding in Leader Universal (Mauritius). Paragraph 16 of the impugned order (in Company Appeal (AT) (Ins.) No.662 of 2025) including the chart therein is as follows:

Thus, Leader Universal (Mauritius) is subsidiary company of the Appellant. Leader Universal (Mauritius) in turn has 51.2% shareholding in the CD. The Tropical, which is holding company of Leader Universal (Mauritius), which has 51.2% shareholding in the CD, Leader Universal (Mauritius) being subsidiary of the Appellant, hence, the Appellant, has control over the CD by another subsidiary of the Appellant, i.e. Leader Universal (Mauritius), which is clearly covered by the definition of ‘subsidiary company’ as defined in Section 2(87) of the Companies Act.

Learned Counsel for the Appellant sought to contend that the Adjudicating Authority in the impugned order has observed that CD is neither the ‘holding company’ nor ‘subsidiary company’ of the Appellant, which findings have not been challenged by filing an Appeal. Whether the Appellant is ‘related party’ of the CD is a question, which fell for consideration before the Adjudicating Authority and Adjudicating Authority by the impugned order having held that the Appellant is ‘related party’ of the CD, it was not necessary for RP or any other party to file an Appeal only against such observations and findings. The Respondents are fully entitled to defend the order of the Adjudicating Authority declaring the Appellant as related party to the CD by making submissions to support the impugned order.

Explanation (a) of Section 2(87) of the Companies Act, makes it clear that a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company. Tropical having 63% voting share in Leader Universal (Mauritius), which is, thus, clearly subsidiary of the Tropical, which has control over the CD. Thus, the Appellant is ‘related party’ to the CD and the CD being subsidiary within the meaning of Section 2(87) of the Companies Act, 2017.

Learned Counsel for the Respondent submitted that the CD is a step-down subsidiary of the Appellant, which is a holding company. It is true that holding company does not have shareholding directly in the CD, but controls the CD by a subsidiary of the Appellant, i.e. Leader Universal (Mauritius). Thus, no error can be found in the order of the Adjudicating Authority holding the Appellant as ‘related party’ to the CD. Furthermore, from the chart as quoted in Paragraph-16 of the impugned order, it is clear that Naresh Asrani, who is beneficial owner, has control over all the companies.

Learned Counsel for the Appellant contended that the CD was in the BIFR from 04.04.2000 till 01.12.2016, hence, it cannot be said that CD was under the control of Naresh Asrani. The CIRP in the present case had commenced on 07.08.2019. For the purpose of deciding the ‘related party’, the control on the CD before the commencement of the CIRP is relevant and the fact that the CD was in BIFR till 01.12.2016, has no relevance in finding out the ‘related party’ status on commencement of the CIRP. Shareholding of the Appellant, CD, Leader Berhad and other companies is reflected in chart as noted in Paragraph-16, is an admitted position, which is prior to initiation of CIRP. Hence, the said shareholding and control is relevant to determine and the submission of the Appellant that CD was in BIFR till 01.12.2016 has no relevance.

We also do not find any error in the order of the Adjudicating Authority holding the Appellant ‘related party’ of the CD, relying on Section 5(24)(l). We, thus, are of the view that the order passed by the Adjudicating Authority dated 08.01.2025 holding the Appellant as ‘related party’ of the CD cannot be faulted and Question No.(I) is answered in following manner:

The Appellant – Tropical is ‘related party’ to the CD within the meaning of Section 5(24) of the IBC.

The Appellant has also questioned the rejection of the claim of Tropical with respect to HSBC overdraft facility of US$ 3.75 million against the Hold Cover Guarantee, which was furnished by Leader Cable Industry Berhad, a wholly owned subsidiary of Leader Berhad and not by Leader Berhad itself. Actual payment to HSBC of US$ 3.75 million on 12.09.2000 was made by Leader Cable Industry Berhad and not by Leader Berhad. No formal Guarantee Agreement was either executed between the HSBC, Leader Berhad and the CD. Leader Berhad at no point was the guarantor or payee, in respect of the HSBC facility. By order dated 08.01.2025, the Adjudicating Authority has already upheld the decision of the RP not admitting the claim with respect to HSBC debt as secured creditor. The RP subsequent to the direction dated 08.01.2025 of the Adjudicating Authority, has rejected the claim filed by the Appellant with regard to HSBC debt as secured debt. We find sufficient reasons have been given in Paragraph-48 of the impugned order for not accepting the claim of the Appellant with regard to HSBC debt. Leader Berhad having not extended any guarantee with regard to HSBC, it could not have assigned any such debt to the Tropical. We, thus, answer Question No.(II) in following manner:

Decision of the RP to reject the claim of the Appellant – Tropical with respect to HSBC debt as not secured debt, has rightly been sustained.

The question to be considered is as to whether Tropical Ventures Company Ltd. is secured creditor of the Corporate Debtor-Incab Industries Ltd.

From the facts as noted above, the Corporate Debtor has availed credit facility from the ICICI Bank, City Bank and HSBC. A Malaysian Company, namely, Leader Universal Holdings Berhad was inducted by the Lenders of the Corporate Debtor as promoter of the Corporate Debtor. A Deed of Guarantee was executed by Leader Berhad in favour of City Bank dated 03.03.1997 and in favour of ICICI Bank on 26.02.1999. There was a Hold Cover Guarantee also in favour of HSBC which we have already dealt in proceedings paragraph of this judgment. The Lenders have invoked the guarantee in pursuance of which invocation Leader Berhad made the payments to the Lenders in the year 2000-2001 as noted above. The Corporate Debtor had registered charge in favour of Lenders with the Registrar of Companies in the year 1998-1999. Thus, security interest was created over the assets worth charge assets in favour of Lenders. Leader Berhad the Assignor had executed an assignment deed dated 08.03.2007 in favour of Tropical for a consideration of USD 1 on as is where is basis. On the strength of an assignment, Tropical has filed claim before the IRP. RP had admitted the claim as secured creditor. Acceptance of claim of Tropical by RP was challenged by Pegasus Asset Reconstruction Ltd. by filing I.A No. 1511 of 2025. In I.A No. 1511 of 2025, Pegasus who is a secured creditor of the Corporate Debtor had questioned the admission of claim of Tropical. In the application, Pegasus has also pleaded that Tropical is not a secured creditor of the Corporate Debtor, no security interest was created in favour of Tropical nor assignment deed dated 08.03.2007 shall create any security interest in favour of Tropical. Copy of I.A No. 1511 of 2025 is part of CA (AT) (Ins) No. 16 of 2026. It is useful to notice the pleadings in the said application where challenge is made to the acceptance of the claim of Tropical as a secured creditor. The relevant pleadings are mentioned in paras 19, 20 and 21 of the application which are reproduced below:-

The claim of Pegasus has been refuted by Tropical claiming that by virtue of an assignment deed dated 08.03.2007 all rights of Lenders stood assigned and subrogated to Tropical by virtue of Section 140 of the Indian Contract Act, 1872. It is submitted that Lenders had security interest which security interest also stood transferred to Tropical, hence, RP has rightly accepted the claim of Tropical as a secured creditor. Ld. Counsel for Tropical has relied on Section 31 of the Foreign Exchange Regulation Act, 1973. Section 31 of the Foreign Exchange Regulation Act, 1973 provides as follows:-

When we look into Section 31(1) it prohibits a non-citizen of India or a company which is not incorporated under any law in force in India to acquire or hold or transfer or dispose of by sale, mortgage, lease, gift, settlement or otherwise any immovable property situated in India and has to obtain special permission from the Reserve Bank of India. The law thus prohibits a company registered or incorporated outside in India to acquire any right interest in immovable property situated in India, permission of RBI is mandatory. In the present case, security interest in the assets of the CD was created by CD in favour of Lenders who were Banking Companies situated in India. Leader Berhad is a Malaysian Company who had given guarantee in favour of Indian Lenders and after invocation of guarantee made payment to the Indian Lenders in the year 2000-2001 and thereafter has assigned a debt in favour of Tropical on 08.03.2007. The security interest created in the assets of the CD in favour of Indian Lenders cannot automatically transferred to non-Indian Company for which acquisition of security interest permission of the RBI is mandated under Section 31 of the Foreign Exchange Regulation Act, 1973. When security interest in favour of Leader Berhad could not have been acquired without RBI permission, Leader Berhad could not have assigned the security interest in favour of Tropical by assignment deed dated 08.03.2007. Section 140 of the Contract Act on which reliance has been placed by Ld. Counsel for Tropical is subject to the restriction under Section 31 of the Foreign Exchange Regulation Act, 1973. The Adjudicating Authority in the impugned order although have noted the provisions of Foreign Exchange Regulation Act, 1973 but has not appropriately dealt with restriction under Section 31 of the Foreign Exchange Regulation Act, 1973.

We are of the view that Leader Berhad could not have acquired security interest by invocation of guarantee without obtaining permission from the RBI. In the present case, Ld. Counsel for Tropical has not claimed any permission from the RBI either in favour of Leader Berhad or in favour of Tropical. The assignment agreement dated 08.03.2007 as noted above, does not contain statement that security interest is transferred in favor of Assignee by Assignor. In the present case, Assignor itself had no security interest nor at any time security interest were registered in the name of Assignor or Tropical with the Registrar of Companies. Security interest registered with the Registrar of Companies were in favour of Indian Lenders and by virtue of provisions of Foreign Exchange Regulation Act, 1973 and no interest in any immovable property could be acquired without permission of RBI. Ld. Counsel for Pegasus has also relied on the judgment of this Tribunal in K.V Jayaprakash Vs. State Bank of India & Anr., CA (AT) (Ins) No. 362 of 2022 decided on 30.09.2022 while considering security interest this Tribunal has held that secured creditor is one in whose favour security interest is created. In the above case, no security interest was created by the CD in favour of Appellant of that case, hence, it was held that the Appellant could not be treated as secured creditor. From paras 67 to 70 following was laid down:-

Learned. Counsel for Pegasus has also relied on judgment of Hon’ble Supreme Court in Amrit Lal Goverdhan Lalan Vs. State Bank of Travancore & Ors., 1968 SCC OnLine SC 246 where the Hon’ble Supreme Court has occasion to deal with Section 140 and 141 of the Indian Contract Act, 1872. Following was laid down in the above judgment:-

The present is the case where security interest was created by the Corporate Debtor in favour of Indian Landers. Guarantee was given by Leader Berhad which was invoked by Leader Berhad a Malaysian Company. Charge was registered by the CD in favour of Indian Lenders with Registrar of Companies which charge was never modified or registered in favour of Leader Berhad insofar as immovable property of CD is concerned. The security cannot be treated to have been transferred in favour of Leader Berhad or in favour of Tropical the Assignee of Leader Berhad. Thus, the security stood discharged and no security interest thus can subsist in favour of Leader Berhad or Tropical.

We however make it clear that the requirement of obtaining permission from the RBI under Section 31 is with respect to only immovable property. Thus, the security interest in immovable property of the CD shall not be created in favour of either Leader Berhad or Tropical. Hence to the extent of immovable properties of the Corporate Debtor, Tropical cannot claim secured creditor and the decision of the RP treating the Tropical as a secured creditor to the extent of immovable property cannot be sustained. We thus hold that Tropical cannot be held to be a secured creditor with respect to immovable properties of the CD and the decision of the RP to that extent is unsustainable. We answer Question No.(III) in following manner:

Tropical cannot be held to be a secured creditor of the Corporate Debtor with respect to immovable properties of the Corporate Debtor in the facts and circumstances of the present case.

Prior to filing of IA 1511/KB/2025, the Appellant – Pegasus has filed IA 140/2022 challenging the decision of the RP, admitting the claim of Tropical. Following prayers were made by the Pegasus in IA 140/2022:

The Adjudicating Authority decided IA 140/2022 by the order dated 08.01.2025 and issued directions to the RP to verify the claim of Tropical. In Paragraph-69, following directions were issued to RP:

In pursuance of the directions dated 08.01.2025, the RP verified the claim of Tropical and admitted the claim to the extent of Rs.19,90,63,12,342/-, which included principal amount paid by Leader Berhad. There is no dispute between the parties that in the year 2000-2001, Leader Berhad had made payments to the Lenders of the CD on account of invocation of guarantees by the Lenders of the CD. The Adjudicating Authority in its order dated 08.01.2025 in I.A.(IB)No.84/KB/2022 has noted the payments made by Leader Berhad, directly or indirectly to the Citibank, ICICI Bank and HSBC. Paragraph-9 of the order is as follows:

As noted above, the claim pertaining to HSBC was not admitted and the total payments made by Leader Berhad to Citibank and ICICI Bank, which comes to Rs.85,79,26,944/- were admitted as secured debt, which was the total amount paid by the Leader Berhad to the Lenders of the CD, after invocation of the guarantees. The Citibank and ICIC Bank had also confirmed receipt of the aforesaid amount, to which there is no dispute. Leader Berhad had executed a Deed of Assignment in favour of the Tropical on 08.03.2007. The Assignment was made by the Leader Berhad in favour of Tropical, which is a ‘related party’ to the CD, which assignment was for consideration of US$ 1. The Assignment Deed mentions about the payments made by Assignor to the Lenders of the CD. It is useful to notice Paragraphs 4, 5, and 6 of the Assignment Deed, which are as follows:

The above indicates that Assignor has claim against the CD and the CD is indebted to the Assignor for the amount paid by the Assignor to the creditors, which was referred to as ‘the debt’. Paragraph-3 of the Deed of Assignment is as follows:

The above Deed of Assignment indicates that assignment was made in favour of Tropical for the debt, which was discharged by Leader Berhad to the Lenders of the CD. It is also relevant to notice that the Leader Universal (Hong Kong) Ltd., which is a subsidiary of Leader Universal Holdings Berhad holds 63% in Leader Universal (Mauritius) Company Ltd. and Leader Universal (Mauritius) Company Ltd. held 51.2% paid-up capital share of CD.

One of the submissions, which has been raised by learned Counsel for the Pegasus is that Assignment Deed 08.03.2007 is simple assignment of debt, which was discharged by Leader Berhad and by the said Assignment Deed, no subrogation of rights of Lenders were made in favour of Tropical.

Learned Counsel for the parties have referred to and relied on judgment of the Hon’ble Supreme Court in Economic Transport Organization, Delhi vs. Charan Spinning Mills Pvt. Ltd. & Anr. – (2010) 4 SCC 114. The Hon’ble Supreme Court in the above case was considering the concept of subrogation in reference to insurer, when it discharges the claim of insurer. In Paragraph-28, three kinds of subrogations have been classified. Paragraphs 28.1, 28.2 and 28.3, which defines three broad categories of subrogations are as follows:

The principles relating to subrogation have been summarized in Paragraph-35, which is as follows:

The Assignment Deed as noted above assigned debt, which was discharged by Leader Berhad to the Lenders and the debt was referred to as the amount, which was paid by Assignor and for which amount it was stated that the Assignor has claim against the CD. The assignment does not indicate that it is assignment-cum-subrogation. However, for the purposes of the present case, we proceed on the premise that Deed of Assignment dated 08.03.2007 is Deed of Assignment-cum-subrogation and the Assignee can claim amount on the basis of debt, which was assigned to the Tropical by Assignee.

There are rival contentions of the parties with respect to one more aspect, i.e., as to whether by assignment, the Tropical became the ‘secured creditor’ of the CD, which has been separately dealt with.

IA No.1511/KB/2025 filed by the Pegasus raising various grounds and challenging the admission of the claim of the Tropical in pursuance of the order dated 08.01.2025, by which various directions were issued to the RP in order passed in IA (IB) 140 of 2022. It is pleaded by the Pegasus that RP although has filed an affidavit of compliance, but it was pleaded that RP has completely overlooked four core legal issues. In Paragraph 15(d) of the IA No.1511/KB/2025, following has been pleaded:

Specific pleadings have been made on the basis of provisions of FEMA 1999 and the Notification dated 26.09.2000 issued by the RBI. In Paragraphs 21 and 22 of the application, detailed pleadings have been made by the Pegasus. It was specifically pleaded that interest component of Rs.1531 crores in the claim of Tropical, directly violates the proviso to Para 2A of FEMA 29/2000 dated 26.09.2000. It is useful to notice pleadings in Paragraph 22 (A) and (B), which are as follows:

The copy of the Notification dated 26.09.2000 has been extracted by the Adjudicating Authority in Paragraph-62 of the impugned order dated 03.12.2025. It is useful to notice Paragraph-62 of the impugned order, which is as follows:

The Adjudicating Authority in the impugned order has come to the conclusion that Notification dated 26.09.2000 is not applicable. The Adjudicating Authority has held that transaction in question does not involve reimbursement by the principal debtor to the non-resident guarantor. In Paragraphs 73 and 74 of the impugned order, following have been observed:

What is the purpose and object of Notification dated 26.09.2000 and what was the purpose and object of proviso, which prescribed reimbursement by the resident principal debtor only to rupee equivalent of the amount paid by the non-resident guarantor under the guarantee.

The Foreign Exchange Management Act, 1999 was enacted to consolidate and amend the law relating to foreign exchange with the objective of facilitating external trade and payments and for promoting the orderly development and maintenance of foreign exchange market in India. One of the objectives of the enactment is to facilitate external trade and payments and FEMA Notification dated 26.09.2000 was issued with respect to payments. Clause 2A, which was inserted by Notification dated 26.09.2000 and vide the above clause the principal debtor, who is a resident in India has been permitted to make payment to a person resident outside India being a guarantor, which payment was by way of reimbursement of the payment paid to the resident debtor by non-resident guarantor. In the present case, resident guarantors are ICICI, Citibank and HSBC and the payments made by the Leader Berhard, a non-resident guarantor was to resident guarantors. The provision further provided that amount payable by the resident principal debtor shall not exceed to rupee equivalent to the amount paid by the non-resident guarantor under the guarantee. The provisions, thus, clearly put a cap on payment by principal debtor to non-resident guarantor with respect to payment made by non-resident guarantor to a resident creditor. When a claim has been filed by the Tropical claiming to assignee of Leader Berhard of the amount paid by Leader Berhard to the ICICI Bank and Citibank for invocation of the guarantee by resident creditors, the law permits only payment to the rupee equivalent to the amount paid by non-resident guarantor. In the present case, as noted above, non-resident guarantor, i.e. Leader Berhad made a payment of only Rs. 85,79,269,44/-, which is undisputed fact.

The claim has been filed in the CIRP of the CD by the Tropical where in addition to amount paid by the Leader Berhad, claim of interest has been made running into thousand of crores. When resident principal debtor is prohibited by Notification dated 26.09.2000 from making payment to non-resident guarantor, apart from amount equal to rupee equivalent paid by non-resident guarantor, while examining the claim, the provisions of above Notification cannot be ignored, nor any claim can be admitted, which is in violation of the Notification dated 26.09.2000.

Now, we may notice reasons given by Adjudicating Authority for holding the above Notification not applicable with respect to claim of Respondent No.2. The Adjudicating Authority after noticing the Notification dated 26.09.2000 in Paragraph 74 has held that Notification is not applicable. The Adjudicating Authority observed that the transaction in question does not involve reimbursement by the principal debtor to the non-resident guarantor (Leader Berhad), instead, upon principal debtor’s default in meeting its repayment obligations, Leader Berhad, a non-resident entity, discharged the liabilities owed to principal debtor’s resident creditors. Following was observed by the Adjudicating Authority in Paragraph 74:

The above interpretation put by the Adjudicating Authority to the expression ‘reimbursement’ as occurring in Notification dated 26.09.2000, is incorrect. As noted above, the FEMA Act, 1999 has regulated the payments and by Notification dated 26.09.2000 terms of payment to non-resident guarantors by a resident principal debtor are made, but the payment has been capped as rupee equivalent to the amount paid by non-resident guarantor to the principal resident debtor. All conditions as referred to in the Notification dated 26.09.2000 are fully present in the present case. When there is prohibition on payment by resident principal debtor to non-resident guarantor, no amount can be admitted beyond the aforesaid amount paid by a non-resident guarantor and admission of the claim by RP and the approval of the said claim by the Adjudicating Authority by the impugned order dated 03.12.2005 is clearly contrary to the said Notification.

We may also notice one more submission advanced by learned Counsel for the Tropical that guarantee which was given by the Leader Berhad was much prior to Notification dated 26.09.2000 and the amounts were also paid by the Leader Berhad, i.e., guarantor subsequent to 26.09.2000 to the ICICI Bank. Payment to the Citibank was made prior to 26.09.2000. From the details of the payment made by Leader Berhad, as noted above, it is clear that payments to the Citibank were made prior to 26.09.2000, whereas payments to ICICI Bank were made by Leader Berhad in April 2001 and June 2001. The fact that payments made to the Citibank were prior to Notification dated 26.09.2000 has no consequence, because the question which has arisen for consideration, was payment by resident principal debtor to non-resident guarantor, which question has arisen in reference to CIRP, where claim has been filed by the Appellant on the basis of assignment from non-resident guarantor, when Notification dated 26.09.2000 was very much in force, when the question arose regarding verification of the claim of the Appellant in the CIRP of the CD. Thus, present is not a case of any retrospective application of Notification dated 26.09.2000. The Notification dated 26.09.2000 was fully applicable with regard to all the payments made by Leader Berhad to the Citibank as well as ICICI Bank.

In the above reference, we may also note one more submission made by learned Counsel for the Tropical. The submission is that present is not a stage for making any payment to non-resident guarantor, or its assignee and in present case, only question which has arisen is of determination of the claim and when the question of payment arises in future, the Tropical shall obtain necessary permission from the RBI. It is submitted by learned Counsel for the Tropical that FEMA is a regulatory and not a prohibitory statute and that transactions are not rendered void unless the statute expressly so provides. It is contended that even accepting argument that any RBI approval was necessary, the consequence cannot extinction the debt, forfeiture of securities, destruction of subrogation rights. The Adjudicating Authority in the impugned order has relied on judgment of the Hon’ble Supreme Court in Vijay Karia vs. Prysmian Cavi E Sistemi SRL – (2020) 11 SCC 1. The Hon’ble Supreme Court in the above case was considering a challenge to foreign award. In the above referenced in Paragraph-1 of the order, the Hon’ble Supreme Court noticed the details of the Appeal. Learned Counsel for the Tropical has submitted that it was held by the Hon’ble Supreme Court in the above case that RBI’s approval can also be obtained post facto. Reliance has been made on Paragraph-18 of the judgment, which is as follows:

In the above judgment itself, the Hon’ble Supreme Court held that permission of RBI may be obtained post facto “if such violation can be condoned”. The present is not a case that violation of Notification dated 26.09.2000 Para 2A are condonable by any prior permission or any subsequent permission by RBI. The above Notification contains a provision, where amount to be reimbursed by the resident principal debtor cannot exceed to the amount paid by non-resident guarantor to a resident creditor. When law prohibits a particular thing to be done, the said cannot be allowed to be done by any prior or subsequent permission. FEMA Notification does not contemplate any permission or any exception to the above requirement of law. We, thus, do not find any substance in submission of learned Counsel for the Tropical for permission for payment by RBI, if necessary may be obtained at the time of actual payment to the Appellant.

Learned Counsel for the Appellant has also relied on judgment in Griesheim GMBH (Now called Air Liquide Deutschland GMBH) vs. Goyal MG Gases Pvt. Ltd. – (2026) SCC OnLine SC 648. The above was a case where the Hon’ble Supreme Court was considering an Appeal against the judgment of Delhi High Court refusing to interfere a foreign judgment passed by High Court of Justice, Queens Bench Division (English Court). One of the questions, which was framed for consideration in the above case is as to whether judgment the judgment is rendered unenforceable in view of the conditions imposed by RBI in exercise of the statutory power under FERA. In Paragraph 28, II^nd question noted for consideration is as follows:

The Hon’ble Supreme Court has occasion to consider sub-section (3) of Section 47 of FERA Act, 1973, in which reference in Paragraphs 72 and 73, following was observed:

The above judgment was with regard to execution of a foreign judgment, which execution was required to be made except with the permission of RBI. It was held that power to grant or refuse permission, therefore, continues to vest in the regulatory authorities, and the enforceability of any decree remains subject to grant of such permission. As noted above, the present is not a case where there is any exception to provision of Para 2A of Notification dated 26.09.2000 and by obtaining any permission, the said restriction can be condoned.

In view of foregoing discussions we answer Question Nos.(IV), (V) and (VI) in following manner:

Question Nos (VII) and (VIII)

Company Appeal (AT) (Ins.) No.192 of 2026 has been filed by the Tropical challenging the order of Adjudicating Authority dated 03.12.2025 passed in IA (IB) No.646/KB/2022. By the impugned order the Adjudicating Authority has approved the Resolution Plan submitted by Vedanta (SRA). In the Plan, amount has also been allocated to the Tropical as secured creditor, although it was held to be ‘related party’. Learned Counsel for the Appellant submits that the Resolution Applicant in the Resolution Plan has proposed payment to Tropical and the Tropical was entitled to receive the payment as per Resolution Plan approved by the Adjudicating Authority. It is submitted that the Appellant has no grievance against the Resolution Plan and its implementation, except the distribution mechanism as record by the CoC in its 22^nd Meeting. Learned Counsel for the Appellant has raised objection to the part of the Minutes of the 22^nd CoC held on 23.06.202. In the 22^nd CoC Meeting held, a resolution was placed before the CoC for Members voting, which is as follows:

The grievance of the Appellant is that the resolution stated that where the claim verification is under litigation, shall be deposited in an interest bearing bank account under the control of the Steering Committee headed by the RP until the verification and admittance of claim is a adjudicated by NCLT, NCLAT and/or any other Appellate forum. Learned Counsel for the Appellant has referred to Paragraph-49 of the order of the Adjudicating Authority, which is as follows:

The Appellant in his Appeal only prayed for partially setting aside the order. The following prayers are made by the Appellant in the Appeal:

Learned Counsel appearing for the RP as well as Pegasus and SRA refuting the submissions of the Appellant submit that the Resolution Plan having been approved by more than 99% vote share, the Appellant has no locus to challenge the approval of the Resolution Plan.

From the facts as noted above, it is clear that various litigations including the challenge to the admission of claim of the Tropical had been pending consideration in these Appeal(s) and we do not find any error in order of Adjudicating Authority providing that approval of Resolution Plan shall be subject to the outcome of the aforesaid Appeal(s). The decision in the 22^nd CoC Meeting as noted above was decision of the CoC, which has approved the Resolution Plan. Learned Counsel for the Respondents have relied on the judgment of the Hon’ble Supreme Court in Torrent Power Ltd. vs. Ashish Arjunkumar Rathi and Ors. – (2026) SCC OnLine 325, where Hon’ble Supreme Court has held that commercial wisdom of CoC cannot be interfered with and the scope of interference are very limited. In Paragraphs 69 and 70 of the judgment, the Hon’ble Supreme Court laid down following:

(emphasis supplied)”

The completion of the CIRP in time bound manner is statutory requirement of the IBC and the Adjudicating Authority had not committed any error in approving the Resolution Plan even though litigations pertaining to admission of the claim of Tropical were pending consideration in these Appeal(s). We, thus, do not find any infirmity in decision of the CoC taken in 22^nd Meeting as noted above, as well as the observation of the Adjudicating Authority contained in Paragraph-49. We, thus, are of the view that the Appellant has not made out any case for grant of any relief in Company Appeal (AT) (Ins.) No.192 of 2026.

We answer Question Nos.(VII) and (VIII) in following manner:

We have noticed above the resolution of the CoC approving the Resolution Plan subject to adjudication of pending claims. The Adjudicating Authority while approving the Resolution Plan vide order dated 03.12.2025 has made the approval of the Resolution Plan subject to outcome of the Appeal(s) pending before NCLAT [these Appeal(s)]. We have recorded our discussions and conclusions as above holding that the admission of claim of Tropical has to confine to Rs.85,79,26,944/-, which was the principal amount paid by Guarantor to the Indian Lenders. We have also held that no security interest was created in favour of Guarantor or the Tropical, the assignee, with respect to immovable assets of the CD by virtue of provisions of FERA, 1973. The Resolution Plan also contained a clause that payouts in the Resolution Plan offered by Resolution Applicant shall not be changed, in event of change in the claims of Claimants. We have also taken the view that Plan approval order passed by Adjudicating Authority need no interference subject to decisions taken in these Appeal(s). Monitoring Committee being in place, we are of the view that Monitoring Committee to take a decision with regard to payouts to different stakeholders as per the Resolution Plan and orders passed in these Appeal(s). The admission of claim of Tropical being confined to Rs.85,79,26,944/-, the payouts under the Resolution Plan, which was on the basis of admission of claim of the Tropical to the extent of Rs.19,90,63,12,342/- has to be changed. Further, we having also held that no security interest was created in favour of Guarantor i.e. Universal Berhad or the assignee, i.e. Tropical with respect to immovable assets of the CD and the Tropical is not a ‘secured creditor’ with respect to immovable assets of the CD. The decision taken by the RP and the Adjudicating Authority is modified to the above extent. However, it is for the Monitoring Committee to consider as to whether there are any other secured interest of the Tropical except immovable assets of the CD and to that extent only, if any, the Tropical is ‘secured creditor’, which is apart from immovable assets of the CD.

In result of the foregoing discussions and our conclusions, we decide all these Appeal(s) in following manner:

Parties shall bear their own costs.

[Justice Ashok Bhushan] Chairperson [Barun Mitra] Member (Technical)