JUDGEMENT

(Dated: 26.4.2023) [Per. Dr. Alok Srivastava, Member (Technical)]

1. Four appeals being disposed of in this common judgment, namely, CA(AT) No. 69/2021 (in short “Appeal-I”), CA(AT) No. 70/2021 (in short “Appeal-II”), CA(AT) No. 71/2021 (in short “Appeal-III”) and CA(AT) No. 73/2021 (in short “Appeal-IV”), which are tagged together, which have been filed by respective Appellants under section 421 of the Companies Act, 2013 assailing the order dated 21.6.2021 (hereinafter called “Impugned Order-I”) read with the order dated 27.5.2021 (hereinafter called “Impugned Order-II”) passed by National Company Law Tribunal, Mumbai Bench in C.P. For Appellant: No. 138/MB/2020, which was filed under section 71 of the Companies Act, 2013.

2. Appeal-I is filed by Bank of Baroda (Appellant-1) the lead lender, on behalf of the ICA Lenders of Reliance Housing Finance Limited for setting aside the two Impugned Orders.

3. Appeal-II is filed by Reliance Home Finance Limited (in short ‘RHFL’), who is Appellant-II, aggrieved by Impugned Order-I and praying for setting it aside.

4. Appeal-III is filed by RHFL (Appellant-II) aggrieved by Impugned Order-I and praying for setting aside Impugned Order-I.

5. Appeal-IV is filed by Bank of Baroda as lead bank and on behalf of the ICA Lenders of Reliance Housing Finance Limited (Appellant) against Impugned Order-I and Impugned Order-II praying for setting aside of Impugned Order-I and also directing Reliance Housing Finance Limited to take necessary steps in relation to implementation of approved bid so that all the financial creditors can recover their due amounts in a timely manner.

6. The conspectus of the case is that a number of debentures holders had subscribed to secured Non-Convertible Debentures (NCDs) issued by the RMFL for which IDBI Trusteeship Services Limited was appointed as Debenture Trustee for the said debentures vide Debenture Trustee Deed dated 10.11.2016 entered into between RHFL as the issuer of NCDs and IDBI Trusteeship Services Limited as the Debentures Trustee. The Debenture Trustee filed CP NO. 138/MB/2020 (‘Company Petition’) under section 71 of the Companies Act, 2013 for redemption of the NCDs as the issuer company had failed to honour its commitments. Earlier RHFL issued two series of secured NCDs at face value of Rs.1000/- each with coupon interest @ 9.25% (for NCD Series-I) and 9.40%(for NCD Series-II) payable annually to respective debenture holders and the maturity/redemption date of NCDs was 3.1.2032.

7. The Appellant-1 and other lender banks of RHFL have also executed a Inter Creditors Agreement (“ICA”) on 6.7.2019 in accordance and pursuant to “Prudential Framework for Resolution of Stressed Assets” circular dated 7.6.2019 issued by the Reserve Bank of India. In the Company Petition filed by the Debenture Trustee before NCLT, the Appellant – 1 filed CA No. 129/2021 requesting that it be impleaded in the Company Petition since it was ‘a person interested in the matter’ as per proviso of section 73(3) of the Companies Act, 2013. This application CA No. 129/2021 was rejected by NCLT vide Impugned Order-II passed on 27.5.2021 and without waiting for the limitation period for the appeal on this order to be over, the NCLT went ahead and passed Impugned Order-I on 21.6.2021 whereby RHFL was directed to pay interest on the debentures at the contractual rate within a period of two months and also redeem the debentures thereafter within three months. In the other appeals, namely, Appeal-II and Appeal-III, RHFL has requested for setting aside the Impugned Order-I on the ground that the bid for resolution of the corporate debtor (RHFL) is being finalized and Impugned Order-I will cause hurdle in the finalization of the bid which would lead to the successful resolution of the corporate debtor, so that the interest of all financial creditors including debentures holders can be taken care of. In Appeal-IV the Appellant Bank of Baroda has prayed