Under Section 60(5) of Insolvency &

Bankruptcy Code, 2016

Mr. Kamal Krishan Singh,

Rolta Private Limited

…Applicant

Vs.

Mamta Binani

…Respondent No. 1

Peanence Commercial Private Limited

…Respondent No. 2

In the matter of

C.P.(IB) No. 530/MB/2020

Union Bank of India

Financial Creditor

Vs.

Rolta India Limited

Corporate Debtor

Order delivered on: 24.04.2024

Coram:

CP (IB) 530 OF 2020 Shri Prabhat Kumar Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances:

For the Applicant : Sr. Adv. Vikram Nankani a/w Adv. Ameya Gokhale, Adv. Rishabh Jaisani, Adv. Ritwik Mustasi i/b Shardul Amarchand Mangaldas & Co.

For the Respondent No. 2 : Adv. Shyam Kapadia i/b Divya D. Jain For the Resolution Professional : Adv. Sandeep Bajaj, Adv.

Aakanksha Nehra and Gunjan Nayyar Advocates

ORDER

Per: Prabhat Kumar, Member (Technical)

1. The present Application is being filed on behalf of the Applicant under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 inter alia, seeking an order directing Respondent No. 1 to admit Respondent No. 2 as a member of the Committee Of Creditors with all the rights and privileges (including of voting) as a Financial Creditor of the Committee Of Creditors who is not a related party of the Corporate Debtor in terms of Regulation 28 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Applicant seeks following reliefs:

CP (IB) 530 OF 2020 a. Set aside the email dated 15th February, 2023 (Exhibit N)

issued by the Respondent No.1/ RP;

b. Order and direct the Respondent No.1/ RP to admit Respondent No.3 as a member of the c01mnittee of creditors of the Corporate Debtor with all the rights and privileges (including of voting) as a financial creditor of the committee of creditors who is not a related party of the Corporate Debtor;

c. Order and direct the Respondent No.1/ RP to update the list of claims qua the Corporate Debtor and update/ change/ revise/ reconstitute the constitution of the committee of creditors of the d) Corporate Debtor to include Respondent No.2 as required under the Insolvency and Bankruptcy Code, 2016.

2. It is submitted that Respondent No.2 is a company incorporated in India under the Companies Act, 1956. The Applicant, Respondent No.2 and its promoters are not related/ connected to each other and have no past business, dealings, or commercial activities and there are no common Directors between the Applicant and Respondent No.2.

2.1. The Applicant and the Corporate Debtor entered into a memorandum of understanding dated 01.07.2016 ("MoU"), whereunder the Applicant agreed to meet the Corporate Debtor's working capital requirements by providing financial assistance in the fom1 of intercorporate deposits from time to time in one or more tranches in accordance with the applicable law. The Corporate Debtor agreed to execute demand CP (IB) 530 OF 2020 promissory notes at the end of each financial year in favour of the Applicant, confirming the Corporate Debtor's outstanding for the time being.

2.2. Pursuant to the MoU, the Corporate Debtor entered into a deed of guarantee dated 29th March, 2019 of INR 700,00,00,000 in favour of the Applicant. The Corporate Guarantee was supplemented by an addendum dated 30th September, 2019 executed by the Corporate Debtor in favour of the Applicant. By the Addendum, a security interest on fully paid-up equity shares held by the Corporate Debtor in five of its subsidiaries was created in favour of the Applicant to secure the Corporate Debtor's obligations under the Corporate Guarantee. As per the terms of the MoU, the Corporate Debtor issued demand promissory notes in favour of the Applicant on (i) 31st March, 2019, (ii) 30th June, 2020, (iii) 29th October, 2021 and (iv) 23rd October, 2022. Pursuant to the adjustment of certain monies paid by the Corporate Debtor, the total outstanding to the Applicant stood at INR 634,00,00,000.

2.3. Thereafter, the Applicant issued demand notice dated 8th De