INTRODUCTION :

1. This Appeal filed by the Securities & Exchange Board of India (“SEBI”) challenges an order dated 28^th October, 2021 read with an order dated 15^th November, 20211, both passed by the Ld. Single Judge (“Impugned Orders”)

FACTS

2. Prior to proceeding further, it would be necessary to set-out the following facts:

2.1 On 3^rd May, 2017, a Debenture Trust Deed was executed between Reliance Commercial Finance Limited / Respondent No.11 (“RCFL”) as ‘Issuer’ and Vistra ITCL (India) Limited / Respondent No.13 (“Vistra”) as ‘Debenture Trustee’ for the issuance of Non-Convertible Debentures (“NCDs”) in the sum of Rs.2,000 Crores.

2.2 Two further Debenture Trust Deeds were also executed on 23^rd May, 2017 and 5^th February, 2018 respectively between RCFL as ‘Issuer’ and Vistra as ‘Debenture Trustee’.

2.3 The aforesaid Debenture Trust Deeds are hereinafter collectively referred to as the “DTDs”

2.4 On 7^th June, 2019, the Reserve Bank of India / Respondent No.14 (“RBI”) issued its Prudential Framework for Resolution of Stressed Assets Circular (“RBI Circular”)

2.5 On 6^th July, 2019, an Inter-Creditor Agreement was entered into between Bank of Baroda / Respondent No.12 (“BoB”) and other len