Debenture trust deeds governed meeting procedure, and a consent settlement was recorded with the suit disposed of accordingly.

Settlement terms were recorded because all concerned parties agreed to the revised payout, the plaintiffs undertook to transfer their debentures, withdraw objections and forgo further claims, and the matter was disposed of on that consent basis. For debenture-holder meetings, the governing procedure was held to be the Debenture Trust Deeds, as contractual instruments between the parties, so later SEBI regulations could not be applied retrospectively to change those terms. The debenture trustee was directed to convene and conduct the meetings in accordance with the respective trust deeds.

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Issues: Whether the settlement terms could be recorded and the suit disposed of; whether meetings of debenture holders had to be convened and conducted in accordance with the Debenture Trust Deeds and not under later SEBI regulations.

Analysis: The settlement was entered into by all concerned and the plaintiffs accepted the revised payout and undertook to transfer their debentures, withdraw objections, and forego further claims. The order was passed on the peculiar facts and with the consent of all parties. On the debenture-holder meeting procedure, the governing terms were held to be those contained in the Debenture Trust Deeds, which are contractual instruments between the parties. Later SEBI regulations could not be applied retrospectively to alter those terms, and the meeting and voting had to conform to the respective trust deeds.

Conclusion: The settlement was accepted, the debenture-trustee was directed to convene the meetings in accordance with the trust deeds, and the suit was disposed of on those terms.

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