Registered charge survives restructuring where security substance remains unchanged and liquidation proof can be shown through alternative records.

An existing registered charge was not displaced when consortium facilities were restructured, because the restructuring only repackaged the same dues and did not alter the secured assets or the substance of the security. Proof of security interest in liquidation was not limited to a fresh Registrar of Companies modification, as Regulation 21 permits recognised alternative modes, including records in an information utility and Central Registry registration. Consent terms and a consent decree did not create a fresh or superior first charge, but only reflected the parties' liability arrangement. The challenge to the liquidator's classification therefore failed, and the existing secured status and priority remained intact.

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Issues: (i) Whether restructuring of consortium facilities without fresh registration of charge with the Registrar of Companies displaced the existing secured status of the lenders; (ii) Whether security interest in liquidation could be proved otherwise than by a certificate of registration from the Registrar of Companies; (iii) Whether the consent terms and DRT order created a fresh or superior security in favour of the appellant.

Issue (i): Whether restructuring of consortium facilities without fresh registration of charge with the Registrar of Companies displaced the existing secured status of the lenders.

Analysis: The facilities had originally been secured by registered charges and the later restructuring merely re-packaged the existing dues into different loan heads such as funded interest and term loan components. The secured assets, the original charge, and the extent of security were not shown to have been altered in substance, and the restructuring did not create a new security foundation different from the earlier registered charge. In these circumstances, the absence of a fresh modification entry was not treated as destroying the lenders' pre-existing security.

Conclusion: The existing secured status was not displaced by the restructuring.

Issue (ii): Whether security interest in liquidation could be proved otherwise than by a certificate of registration from the Registrar of Companies.

Analysis: Regulation 21 of the Liquidation Process Regulations permits proof of security interest through any of the stated modes, namely records in an information utility, a certificate of registration from the Registrar of Companies, or proof of registration with the Central Registry. The Tribunal applied this provision harmoniously with the insolvency framework and held that proof was not confined exclusively to ROC registration. Since the lenders had material on record evidencing security through the recognised modes, the liquidator's recognition of security could not be faulted on the ground that no fresh ROC modification was produced after restructuring.

Conclusion: Security interest could be proved by the alternative modes recognised under Regulation 21.

Issue (iii): Whether the consent terms and DRT order created a fresh or superior security in favour of the appellant.

Analysis: The consent terms traced the appellant's claim to the earlier security documents and acknowledged the existing priority structure of the consortium charges. A decree based on consent terms did not, by itself, create a fresh first charge or override the prior secured interests already attached to the assets. At most, it reflected the liability arrangement between the parties without altering the established inter se security ranking.

Conclusion: No fresh or superior security was created in favour of the appellant.

Final Conclusion: The appeals failed on the central challenge to the liquidator's classification and the impugned orders were upheld, leaving the secured status and inter se priority to be worked out on the basis accepted by the Tribunal.

Ratio Decidendi: In liquidation, an existing registered charge is not lost merely because restructuring is not separately registered where the substance of the security remains unchanged, and proof of security interest may be established through the alternative modes prescribed by Regulation 21 of the Liquidation Process Regulations, 2016.

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