Inherent powers cannot override SEBI's ISIN-wise voting mandate; High Court refused plan approval and dissenting-holder relief.

Inherent powers under Section 151 of the Code of Civil Procedure cannot be used to grant relief contrary to an express statutory or regulatory mandate. The High Court held that, after the Supreme Court had given retroactive effect to the SEBI Circular dated 13 October 2020, voting on the resolution plan had to follow the ISIN-wise mechanism. Because the requisite ISIN-wise majority was not achieved, the Court refused to approve the resolution plan or confer an option on dissenting debenture holders. It also distinguished Section 151 CPC from the Supreme Court's power under Article 142, noting that relief in the nature of Article 142 cannot be granted by the High Court.

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Issues: Whether the High Court could invoke its inherent powers under Section 151 of the Code of Civil Procedure to approve the proposed resolution plan and grant relief contrary to the SEBI Circular, notwithstanding the failure to achieve the requisite ISIN-wise majority mandated after the Supreme Court held the circular to have retroactive application.

Analysis: The order records that the Supreme Court has already held the SEBI Circular dated 13 October 2020 to have retroactive effect, and that the voting on the resolution plan therefore had to conform to the ISIN-wise mechanism. The High Court distinguished its own jurisdiction under Section 151 of the Code of Civil Procedure from the Supreme Court's power under Article 142 of the Constitution of India. It held that inherent powers may be exercised only to fill procedural gaps and to secure justice, and cannot be used to do something contrary to the statute or to override the legal regime settled by the Supreme Court. Since the requisite majority under the SEBI Circular was not achieved, the requested relief could not be granted.

Conclusion: The High Court refused to exercise Section 151 jurisdiction to approve the resolution plan or to grant an option to dissenting debenture holders contrary to the SEBI Circular.

Ratio Decidendi: Inherent powers under Section 151 of the Code of Civil Procedure cannot be used to grant relief inconsistent with an express statutory or regulatory mandate, and moulding of relief on the lines of Article 142 is available only to the Supreme Court.

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