# In the matter of Vistra ITCL (India) Limited vs. Bhrugesh Amin & Ors.

> NCLAT judgment dated 2023-12-13. Citation: TCN-2023-NCLAT-00028. This appeal was filed against the order dated 17.03.2023 passed by the Adjudicating Authority…

- **Court:** NCLAT
- **Order date:** 13 Dec 2023
- **Citation:** TCN-2023-NCLAT-00028
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/vistra-itcl-india-limited-vs-bhrugesh-amin-ors-15f107f3

## Summary

### Background

This appeal was filed against the order dated 17.03.2023 passed by the Adjudicating Authority (National Company Law Tribunal), Mumbai Bench-IV, in IA. 580/2023. The appellant challenged the rejection of its claim by the Resolution Professional. The Adjudicating Authority rejected IA. 580/2023, leading to this appeal. The appellant, Aaditri Constructions Private Ltd., and Radius & Developers Builders LLP executed a Debenture Trust Deed (DTD) for 3,95,00,000 secured optionally convertible debentures. An agreement dated 29.03.2019 was executed between the Appellant-Debenture Trustee and Radius Infra Holdings Private Ltd. (Corporate Debtor) and the Promoters to provide additional securities to secure the debentures and pay the entire secured consideration under the

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## Facts

Aaditri Constructions Private Ltd. (Appellant) and Radius & Developers Builders LLP executed a Debenture Trust Deed (DTD) concerning 3,95,00,000 secured optionally convertible debentures. An Agreement dated 29.03.2019 was executed between the Appellant, Radius Infra Holdings Private Ltd. (Corporate Debtor), and the Promoters to provide additional securities. The Debenture Trustee issued a notice on 28.07.2021, demanding payment and redemption of debentures due to defaults. The Appellant issued a notice to the Corporate Debtor on 21.01.2022. Yes Bank (Respondent No.3) initiated CIRP under Section 7, resulting in an order dated 09.05.2022. The Appellant filed a claim in Form 'C' on 26.05.2022. The Resolution Professional rejected the claim, leading to the Appellant

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## Issues and analysis

### Issue 1: Whether the Agreement dated 29.03.2019 can be construed as a deed of guarantee under Section 126 of …

**Ratio:** The court relied on the principle that the true nature and content of an agreement must

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**Reasoning:** The court reasoned that the Agreement dated 29.03.2019 was executed to provide additional

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**Interpretation:** The court interpreted Section 126 of the Indian Contract Act in the context of

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**Application:** The court applied the principle that the Agreement dated 29.03.2019 was

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## Parties

- **Judges:** Ashok Bh…; Barun M…; +1 more
- **Appellants:** Vistra ITCL…
- **Respondents:** Radius Infra…; Bhrugesh…

## Timeline

- **2018-08-03 — Debenture Tru…**: Debenture Trust Deed executed between the Appellant, Aaditri Constructions Private Ltd.…
- **2019-03-29 — Agreement for…**: Agreement executed between the Appellant - Debenture Trustee and Radius Infra Holdings…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 5(8) — Definitions](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-5)

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