Tribunal orders independent valuation of pledged shares to determine financial creditor status and reconstitute Committee of Creditors.

The Tribunal directed the Resolution Professional to appoint an independent valuer to assess the fair market value of the pledged shares as of 16.01.2018. Based on this valuation, the RP was to determine the extent to which PFS and MHPL are financial creditors and reconstitute the Committee of Creditors accordingly. The RP was instructed to complete this exercise within two weeks and proceed as per the Tribunal's findings.

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Issues Involved:
1. Reconstitution of the Committee of Creditors (CoC).
2. Admission of financial claims by PTC India Financial Services Ltd. (PFS) and Mandava Holdings Private Ltd. (MHPL).
3. Validity of the Resolution Professional’s (RP) actions.
4. Determination of financial creditor status.

Detailed Analysis:

1. Reconstitution of the Committee of Creditors (CoC):
- IA 48/2018 and IA 71/2018 both sought reconstitution of the CoC to include the applicants (PFS and MHPL respectively) as financial creditors.
- The Tribunal directed the Resolution Professional to appoint an independent valuer to assess the fair market value of the pledged shares as of 16.01.2018. Based on this valuation, the RP was to determine the extent to which PFS and MHPL are financial creditors and reconstitute the CoC accordingly.

2. Admission of Financial Claims:
- PFS claimed an amount of INR 169,19,17,637 and requested inclusion in the CoC by setting aside the RP’s rejection of their Form-C submission.
- MHPL claimed INR 319 crores based on the value of pledged shares and sought inclusion in the CoC.
- The Tribunal acknowledged that PFS had invoked the pledged shares but had not realized any value from them. Therefore, PFS’s claim remained valid until the shares were sold.
- MHPL’s claim was based on the valuation report by Axis Capital, which PFS disputed, providing a lower valuation from Raj Har Gopal & Co.

3. Validity of the Resolution Professional’s Actions:
- The RP rejected PFS’s claim on the grounds that the debt was satisfied by the value of the pledged shares upon invocation.
- The Tribunal found the RP’s rejection invalid and arbitrary, emphasizing that PFS had not realized any value from the pledged shares as they had not been sold.
- The RP formed the CoC without including PFS and MHPL, which the Tribunal directed to be rectified based on the independent valuation of the pledged shares.

4. Determination of Financial Creditor Status:
- The Tribunal analyzed whether the invocation of pledged shares transferred legal title to PFS or if the title remained with MHPL until a sale occurred.
- It was determined that while PFS became the beneficial owner of the shares upon invocation, they retained only a collateral security interest until the shares were sold.
- PFS and MHPL’s status as financial creditors depended on the fair market value of the pledged shares as of the invocation date.
- If the value of the shares was less than the debt owed to PFS, PFS would be a financial creditor to the extent of the shortfall. Conversely, if the value exceeded the debt, MHPL would be a financial creditor for the excess amount.

Conclusion:
The Tribunal directed the RP to appoint an independent valuer to assess the fair market value of the pledged shares as of 16.01.2018. Based on this valuation, the RP was to determine the extent to which PFS and MHPL are financial creditors and reconstitute the CoC accordingly. The RP was instructed to complete this exercise within two weeks and proceed as per the Tribunal’s findings.

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