TaxTMI 
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2020 (2) TMI 586
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....93/2019. Mr. Y.R.Mishra with Mr.A.S.Singh for respondent No.1 (UOI) in WPL/223/2020. JUDGMENT (Per S.C.Dharmadhikari, J.) :- 1. Rule. Respondents waive service. By consent of both sides, Rule is made returnable forthwith. 2. These two petitions were heard together and as they involve similar questions and issues, they are disposed of by this common judgment. 3. Writ Petition No.1893 of 2019 has been filed by GTL Infrastructure Limited, a company incorporated under the Companies Act, 1956 having its registered office at the address mentioned in the cause title. It has been filed against five Banks and Life Insurance Corporation of India Limited by impleading them as respondent Nos.1 to 6. The seventh respondent is a company registered under the provisions of the Companies Act, 1956 having its office at the address mentioned in the cause title. It has been impleaded because it is an Asset Reconstruction Company 4. The relief claimed in the writ petition is that this Court should issue a writ of mandamus or any other appropriate writ, order or direction, directing respondent Nos.1 to 6 to forthwith comply with paragraph 6.4 of the Master Circular dated 1st July, 2015 issued by t....
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....er letter dated 14th June, 2017, copy of which alongwith the term sheet for the SDR scheme is annexed as Exhibit 'D' to the petition. 7. The petitioner submits that the total outstanding dues of the petitioner to its lenders as on the Review and Reference date was Rs. 3357,13,19,841 (Rupees Three Thousand Three Hundred and Fifty Seven Crores Thirteen Lakhs Nineteen Thousand Eight Hundred and Forty One Only). A table detailing the dues owed by the petitioner to each of its lenders as on the Review and Reference Date is annexed as Exhibit 'E' to the petition. Similarly, the total outstanding dues of CNIL to its lenders, as on the Review and Reference date, were Rs. 5158,10,36,665 (Rupees Five Thousand One Hundred and Fifty Eight Crores Ten Lakhs Thirty Six Thousand Six Hundred and Sixty Five Only). A table detailing the dues owed by CNIL to each of its lenders as on the Review and Reference Date is annexed as Exhibit 'F' to the petition. 8. The petitioner further states that the scheme under the SDR Notification (SDR scheme) envisages participation by all the lenders of the petitioner and CNIL, including respondent Nos.1 to 6, to convert the whole or part of their respective debts ....
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.... Rs. 75,00,00,000 (Rupees Seventy Five Crores only) on 22nd June, 2018 and 27th June, 2018 towards the first principal repayment tranche. Upon conversion of debt into equity shares of the petitioner, all amounts, overdue prior to the date of conversion, were converted into equity shares. Therefore, post conversion, there were no outstanding payments overdue to be paid by the petitioner in any manner. 12. It is submitted by the petitioner that meanwhile, the lenders of the petitioner, including respondent Nos.1 to 6, attempted to find an investor to sell their stake in the petitioner. However, despite extensive assistance from the petitioner, the lenders, including respondent Nos.1 to 6, failed to find an investor and thereby defaulted in their obligation under the SDR Scheme. The petitioner states that it did not default on any of its obligations, including repayment of the debt, under the SDR scheme and co-operated to the maximum extent possible with the lenders to find a new investor. The obligation to find the new investor and transfer their respective shareholding in the petitioner to a new investor was that of the lenders alone under the SDR Scheme and the lenders of the peti....
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.... held on 23rd January, 2018 is annexed to the petition as Exhibit 'H'. Notably, the meeting dated 23rd January, 2018 was, inter alia, attended by the representatives of respondent Nos. 1, 5 and 6. 14. Thereafter, at the joint lenders' meeting dated 30th January, 2018, the lenders of the petitioner deliberated the proposal to sell the entire debt of the petitioner to an ARC. Copy of the minutes of the joint lenders' meeting held on 30th January, 2018 is annexed as Exhibit 'I' to the petition. 15. It is further submitted that the proposition to sell the debts of the lenders to an ARC was further discussed at the meeting of the Core Committee of the lenders of the petitioner on 2nd February, 2018. Pertinently, the proposed sale of assets to an ARC was on 50:50 basis i.e. 50% consideration for sale of asset would be cash and 50% consideration for sale of asset would be security receipts to be issued by the proposed ARC. However, at the meeting held on 2nd February, 2018, respondent No.1 inquired as to whether the cash consideration for sale of assets to an ARC could be increased to more than 50% in order to comply with certain guidelines issued by the RBI. Accordingly, it was agreed ....
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....e transaction if only some of the lenders are willing to assign the debt. Respondent No.7 clarified that the offer then extended by respondent No.7 was contingent on 100% of the lenders assigning their debt and piecemeal purchase of the debt from each lender would entail substantial reduction in the consideration being offered by respondent No.7. Respondent No.7 further stated that in such a situation, respondent No.7 would be able to offer only around Rs. 1500,00,00,000/- (Rupees one Thousand and Five Hundred Crores only) to Rs. 1800,00,00,000/- (Rupees One Thousand and Eight Hundred Crores only). Thus, to facilitate aggregation of debts as envisaged by the relevant RBI circular and mandated by the IRAC guidelines, it was always understood between the lenders including respondent Nos. 1 to 6, consultants and respondent No.7 that a 100% assignment of the debt of the petitioner would help to realise the best value for all the lenders of the petitioner. Further, during the meeting, Ernst and Young emphasised that the process of evaluating the sale of the petitioner's debt to an ARC was commenced pursuant to the instructions of the lenders of the petitioner in view of the fact that th....
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....hile, during the negotiations with the lenders of the petitioner, respondent No.7 had raised its offer to purchase the entire debt of the petitioner of Rs. 2400,00,00,000/- (Rupees Two Thousand and Four Hundred Crores only). Therefore, by a letter dated 11th July, 2018, the Union Bank of India declared the bid of respondent No.7 and BAML as H1 or "highest Bidder" so as to enable all the lenders to seek the consent of their respective competent authorities in this regard. 24. On 13th July, 2018, at a meeting of the lenders of the petitioner, including respondent Nos. 1 to 6, it was expressly recorded in the minutes of the meeting that since no counter bid was received from the above investors within the stipulated time lines, by virtue of the ROFR, the offer of Rs. 2400.00 crores by the BoAML-EARC has been accepted for the proposed sale. 25. Pursuant thereto, a note was prepared by Union Bank of India and circulated to all the lenders of the petitioner vide an email dated 17th July, 2018. The petitioner submits that a bare reading of this note speaks volumes of the extremely cogent and valid reasons that formed the basis of the unanimous decision of the lenders of the petitioner, ....
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.... rights, title and interest in the financial assistance granted by it to the petitioner in favour of respondent No.7 acting in its capacity as trustee of EARC Trust- SC 366 vide an assignment agreement dated 29th March, 2019. 32. The said fact was communicated by respondent No.7 to the petitioner vide letter dated 1st April, 2019. Exhibit 'V' to the petition is a copy of the letter dated 1st April, 2019 addressed by respondent No.7 to the petitioner. 33. The details of the debts assigned to respondent No.7 are as follows:- Sr.No. Name of Bank Total outstanding as on September 1, 2018 (INR Crores) % 1. Union Bank of India 488.5 12.01% 2. Central Bank of India 468.6 11.52% 3. Indian Overseas Bank 410.2 10.09% 4. Bank of Baroda 343.2 8.44% 5. ICICI Bank 306.1 7.53% 6. Punjab National Bank 235.9 5.80% 7. Oriental Bank of Commerce 207 5.09% 8. Andhra Bank 206.3 5.07% 9. Bank of India 188.8 4.64% 10. State Bank of India 144.2 3.55% 11. Axis Bank 104.9 2.58% 12. Dena Bank 30.7 0.75% 13. United Bank of India 75 1.86% 34. The petitioner further states that in the meanwhile, by a letter dated 27th June, 2018, addressed by respondent ....
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....igh Court in Writ Petition No.22687 of 2018. The petitioner had also filed Writ Petition No.22688 of 2018 before the Madras High Court seeking a declaration that the threshold for deciding sale of the debt of the petitioner to an Asset Reconstruction Company/ Securitisation Company is (i) 66% (sixty per cent) in value of the lenders in accordance with the provisions of the revised framework circular issued by the Reserve Bank of India; or (ii) in the alternative, 75% (seventy five per cent) in value of the lenders in accordance with the IRAC guidelines. 40. On 14th September, 2018, the petitioner filed a memo before the Hon'ble Madras High Court seeking to withdraw Writ Petition No.22688 of 2018 on account of lack of jurisdiction of the Madras High Court to entertain the said writ petition. The Madras High Court allowed the petitioner to withdraw Writ Petition No.22688 of 2018 with liberty to file appropriate proceedings in accordance with law. 41. The petitioner further submits that in the meanwhile, on 12th February, 2018, the RBI issued an illegal, arbitrary and unconstitutional guidelines titled as "Resolution of Stressed Assets - Revised Framework" (Revised Framework Circula....
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....ndent No.7 as well. The petitioner is impugning the actions/omissions of respondent Nos.1 to 6 on the grounds set out in the petition. In ground B, reliance is placed upon para 6.4 of the IRAC guidelines, which reads as under :- "6.4 Procedure for sale of Bank's/ FI's financial assets to ARC including valuation and pricing aspects..... (d) (i) ..... (ii) In the case of consortium/ multiple banking arrangements, if 75% (by value) of the banks/ FIs decide to accept the offer, the remaining banks/ FIs will be obligated to accept the offer" (Emphasis supplied). 46. The averment in the petition is that respondent Nos.1 to 6 are bound by the said guidelines issued by Reserve Bank of India. In the present case, since more than 75%(by value) of the lenders of the petitioner have assigned all their rights, title and interest in the financial facilities granted by them to the petitioner, in favour of respondent No.7, by executing Assignment Agreements, all other lenders of the petitioner are also obliged to accept the offer of respondent No.7 for assignment of their respective rights, title and interest in the financial facilities granted to the petitioner. In view of the IRAC guideli....
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....ENTS ______________________________________ To, The Prothonotary and Senior Master, Bombay High Court, Original Side Sir, BE PLEASED TO list the above Writ Petition before the Division Bench of Hon'ble Mr.Justice S.C.Dharmadhikari and Hon'ble Mr.Justice R.I.Chagla in the Bombay High Court on ________ when the Advocates for the Petitioner will seek urgent ad-interim reliefs in the following facts and circumstances. 1. The Petitioner filed the above Writ Petition seeking a writ of mandamus against the Respondent Nos.1 to 6 to assign the debts owed by the Petitioner to the Respondent Nos.1 to 6 in favour of the Respondent No.7 as mandated by the Reserve Bank of India (RBI) under Prudential Norms on Income Recognition, Assets Classification and Provisioning Pertaining to Advances dated July 1, 2015 (IRAC Guidelines) and pending such assignment to refrain from taking any recovery/coercive measures against the Petitioner. 2. The Petitioner submits that since more than 75% of the lenders of the Petitioner have assigned their respective rights to Respondent No.7 i.e. an Asset Reconstruction Company, as per the IRAC Guidelines, Respondent Nos.1 to Respondent No.6 are also o....
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....ssets/loans in favour of a third party, including respondent No.7. It cannot, as a borrower, seek a direction to respondent No.1 to assign its debt in favour of respondent No.7 at a throw away price. 54. Thereafter, it is stated that the first respondent had sanctioned a Rupee Term Loan of Rs. 200.00 Crores to the petitioner out of the total Debt requirement of Rs. 3529.00 Crores by the lenders' consortium, including respondent No.1. This is to part finance the Capex plan of installing telecom towers (Phase II) over three years from 2008-2009 till financial year 2010-2011. Due to excess tie up, respondent No.l was allotted a share of 166.50 Crores as against the sanctioned limit of Rs. 200 Crores. However, the petitioner has availed only Rs. 94.97 Crores. The said Term loan facility was payable in 28 quarterly installments commencing from 30th September, 2011 till 30th June, 2018. Subsequently, the petitioner has also acquired tower portfolio comprising of 17,500 towers of Aircel Group through its fully owned subsidiary-M/S Chennai Network Infrastructure Limited (CNIL), which subsequently got merged into the petitioner. The combined tower portfolio of the merged entities was aroun....
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.... so as to comply with their obligations and, therefore, there was an agreement for conversion of part of the outstanding debt into equity. It was proposed that CNIL be merged with the petitioner and induction of new investor post-merger. In tune with the JLF decision, respondent No.1 permitted conversion of part debt of Rs. 35.60 Crores out of the total outstanding debt of Rs. 71.79 Crores as on reference date into equity shares of the petitioner apart from permitting part debt conversion of Rs. 271.11 Crores out of the total outstanding debt of Rs. 498.30 Crores in CNIL. After conversion of Rs. 7236.69 Crores debt into equity under CDR and SDR, the balance total debt of the lenders was Rs. 4143.51 Crores and the total equity shares was around 63.16% held by the lenders in the share capital of the petitioner. In terms of the SDR Scheme, the Rupee Lenders were expected to divest their shareholding in the petitioner company in favour of new promoter for effecting change of Management, as soon as possible, but in any event, not later than 18 months from the review and reference date i.e. upto 19th March, 2018 in line with applicable RBI guidelines. 56. It is alleged that the SDR docu....
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.... and it is being depreciated on straight line method at the rate of 2.72% per annum in terms of specific approval received from the Ministry of Corporate Affairs, Government of India vide Order No.45/2/2010-CL-III dated 26th May, 2010 issued under section 205(2) (d) of the Companies Act,1956. However, in the above said latest valuation, economic values of the towers were not considered as per the Government norms. (vii) As per the petitioner's annual balance-sheet-2018,total depreciated value of property and plant and equipment of the company was Rs. 7944.57 crores, out of which, value of plant and machinery was Rs. 7715.24 crores. (viii) In the recent sale transaction of telecom towers as reported by live mint dated 31st May, 2018, American Tower Company had completed the acquisition of 9900-stand alone towers from Idea Cellular for around Rs. 4000 crores. (ix) Similar transaction was completed by ATC by way of the acquisition of Vodafone India Ltd.'s 1,200 stand-alone towers for around Rs. 3,850 crores. (x) Thus, the sale of the Financial Assets of the petitioner with underlying towers of 28000 in number should fetch somewhere in the range of Rs. 10000 crores to Rs. 13000....
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....f around 19% on the assigned debt. Therefore, the proposed transaction confers an undue advantage to the Asset Reconstruction Companies at the sacrifice of the lenders and majority of the lenders being public sector banks, causing grave and serious loss to the exchequer. (xvi) During the JLF meetings held on 30th January, 2018, 2nd February, 2018 and 12th February, 2018, sale to ARC was initially proposed in the ratio of 50:50 structure (i.e. 50% cash and 50% security receipt) with no sacrifice to the lenders as it was proposed that entire principle outstanding debt will be either refinanced or sold to ARC. (xvii) However, the proposed offer was initially made forRs. 2000 crores, which constituted at 48.27% of the outstanding debt (Rs. 4143 crores) and the final offer was for Rs. 2400 crores, which constituted at 57.92% of the outstanding debt. (xviii) last consortium meeting was held on 13th July, 2018, wherein, it was decided that the lenders will take up the proposal for sale of debt to ARC with their respective competent authorities and give their final approval by 31st July, 2018. It was also decided that thereafter, a consortium meeting would be convened for closing the....
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.... is made then to the two circulars of the Reserve Bank of India. One circular is dated 12th February, 2018, which has been struck down by the Hon'ble Supreme Court and the subsequent one is dated 7th June, 2019. It is contended that if a Resolution of such larger essence is not implemented as per the timeline specified in these guidelines, then, lenders can file insolvency application, singly or jointly, under the IBC. 59. The reference to these directives, according to respondent No.1, enables them to file the application under the IBC. Therefore, filing of that application is justified. It is contended that the Reserve Bank of India, after the Supreme Court judgment dated 12th February, 2018, issued a new circular dated 7th June, 2019 on Prudential Framework for Resolution of Stressed Assets. Pursuant to the new circular, the lenders, including respondent No.1, are free to choose to initiate legal proceeding for insolvency or recovery in accordance with the provisions of new circular. It is stated that all the contentions of the petitioner in this writ petition are obsolete and the petitioner has no grounds to seek any relief under the circular of the Reserve Bank of India. Unde....
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....omoted GTL Infrastructure Limited as a "Category 1" Infrastructure Provider and registered with the Department of Telecommunications, Government of India to provide passive telecom infrastructure services to various Telecom Operators. GIL owns telecom towers and offers these towers to its customers on a shared and chargeable basis. The petitioner maintains these towers and provide energy management services to GIL and other telecom operators. The parties to this petition other than the Canara Bank are, Union of India, Reserve Bank of India and other banking companies. The allegations in that petition are more or less identical, but the difference is that the Canara Bank opted to issue the notices in question and under challenge. This is notwithstanding with an explanation submitted by the petitioner to the Canara Bank (respondent No.7) regarding the third proposal dated 2nd June, 2018. It is alleged that respondent No.7 wrote to IDBI Bank (respondent No.3) and all lenders of the petitioner and stated that this third proposal was allegedly not attractive and requested for a meeting of the lenders to discuss this proposal. The response was given to this letter on 13th June, 2018. 64....
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....Kamdar and he would argue that these circulars are binding on Canara Bank. It cannot opt out of restructuring of debt and settlement proposal. It is alone resisting this and though it has not succeeded in its attempt to seek winding/dissolution of the petitioner, if the Canara Bank alone is allowed to frustrate and defeat the proposal, then, it is clear that the nationalised banks have, contrary to the mandate of Article 14 of the Constitution of India, conducted themselves unfairly, arbitrarily, unjustly so also unreasonably. This should not be permitted and we must interfere in our writ jurisdiction and issue the writ as prayed for. 69. These arguments are adopted by Mr.Seervai and he has also emphasised that the Canara Bank is bent upon on liquidating or winding up the petitioner. It should not be allowed to do so. Our attention has been invited by Mr.Seervai to the communication of 4th June, 2019 by the Canara Bank to M/s.Global Holding Corporation Private Limited on the subject of negotiated settlement with lenders. The bank says that the consortium meeting rejected the negotiated settlement proposed by the petitioner. The Canara Bank firstly alleges that the negotiated settl....
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....ur of an applicant who establishes a legal right in himself and is issued against an authority which has a legal duty to perform, but has failed and/or neglected to do so, but such a legal duty should emanate either in discharge of the public duty or operation of law." 73. In the first petition, the prayer is to issue such a writ directing respondent Nos.1 to 6 to forthwith comply with paragraph 6.4 of the Master Circular dated 1st July, 2015 issued by the Reserve Bank of India. 74. Copy of this Circular has Parts A, B, C, C-1 to C-3. Now, the petitioner's prayer is that this Circular should be complied with insofar as it lays down the Prudential Norms on Income Recognition Assets Classification and Provisioning pertaining to advances. Now, this part of the Circular would require a closer look. The said aspect is found in Part A, 3, 4 and 5. That says, an asset can be termed as Non Performing Asset, if it satisfies the criteria laid down in the definition of this expression. Firstly, this part says that in line with the international practices and as per the recommendations made by the Committee on the Financial System, the Reserve Bank of India has introduced, in a phased manner....
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.... of banks/financial institutions' financial assets to Securitisation Company and Reconstruction Company, including valuation and pricing aspects. This paragraph reads as under :- "6.4 Procedure for sale of banks'/FIs' financial assets to SC/RC, including valuation and pricing aspects (a) The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) allows acquisition of financial assets by SC/RC from any bank/FI on such terms and conditions as may be agreed upon between them. This provides for sale of the financial assets on 'without recourse' basis, i.e., with the entire credit risk associated with the financial assets being transferred to SC/RC, as well as on 'with recourse' basis, i.e., subject to unrealized part of the asset reverting to the seller bank/FI. Banks/FIs are, however, directed to ensure that the effect of the sale of the financial assets should be such that the asset is taken off the books of the bank/FI and after the sale there should not be any known liability devolving on the banks/FIs. (b) Banks/FIs, which propose to sell to SC/RC their financial assets should ensure that the sale is conducte....
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.... of sale should provide for a report from the SC/RC to the bank/FI on the value realised from the asset. No credit for the expected profit will be taken by banks/FIs until the profit materializes on actual sale." 75. Mr.Kamdar would submit by relying upon clause (d)(ii) of this paragraph that the writ be issued. However, he omits from his arguments other clauses of para 6.4. The clauses would reveal that the financial institutions and banks can acquire financial assets. This can be done by taking recourse to the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (for short, "the SARFAESI Act"). This provides for sale of financial assets on 'without recourse' basis. This means the credit risk associated with the financial assets being transferred to the creditors. This is subject to unrealised part of the asset reverting to the seller bank/financial institution. The banks are directed to ensure that the effect of the sale of the financial assets should be such that the asset is taken off the books of the bank/financial institution and after the sale, there should not be any known liability devolving on the bank/financial institution....
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....wed and must be directed to be followed by respondent Nos.1 to 6, even if that is containing a caution, advise and guidance. It is common ground that the petitioner says that these guidelines/norms should be applied and there is no choice not to abide by it. The argument is that since more than 75% (by value) of the lenders of the petitioner have assigned all their rights, title and interest in the financial facilities granted by them to the petitioner in favour of respondent No.7 by executing assignment agreements, by virtue of the IRAC guidelines, all other lenders of the petitioner are obligated to accept the offer of respondent No.7 for assignment of their respective rights, title and interest in the financial facilities granted to the petitioner. To our mind, this understanding of the senior counsel is flawed and erroneous simply because there is an obligation only when the guidance is adhered to and all precautions are taken before the assignment arrangement for sale. Once these are guidelines and they cannot be elevated or placed at the level of a binding rule, regulation and statute, then, we cannot accept the arguments of Mr. Kamdar. Assuming that these are fulfilled, as p....
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....petitioner is attributing to the bank (respondent No.l) arbitrariness. Now, such an accusation or allegation is easy to level, but when the nationalised bank has to also consider all pros and cons and its decision should be rational, reasonable, fair, just and in public interest, then, merely because its interpretation of the clauses of a scheme is allegedly erroneous, the writ cannot be issued as claimed. In fact, in grounds (E), (F) and (G), precise allegations made by respondent No.1 are summarised. The petitioner seeks to challenge these allegations. However, all the matters pertaining to these allegations are factual issues. The remarks of the first respondent are termed as allegations by the petitioner,but what we find is that it is an evaluation by the first respondent. Its evaluation and financial commitments may not be acceptable to the petitioner, but surely, on the version of the petitioner, we cannot issue the writ as prayed. These are seriously disputed factual issues. Therefore based on all these grounds, the petitioner cannot insist on respondent Nos.1 to 6 to agree with it. It is apparent from a reading of ground (K) that respondent Nos.1 to 6 are public sector unde....
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....That the decisions are taken unanimously by all lenders and, therefore, respondent Nos.1 to 6 cannot back out of the same must be proved by leading evidence. That legally admissible evidence ought to take care of all the alternate versions and placed by the petitioner itself before us. Firstly, it is said that these decisions are unanimous and thereafter it is said that the decisions are the product of collective commercial wisdom of the superior majority of the creditors of the petitioner and they have to be implemented. 79. We do not think that the grounds raised in this petition, consistent with which Mr.Kamdar raised the arguments, enable us to issue the writ as prayed for. 80. The grounds in the writ petition project a version of the petitioner based on which a relief in the nature of specific performance of contractual obligations is sought in this writ petition. If we make a reference to grounds (N), (O) and (P), then, it is evident that the petitioner say that it has fulfilled its part of promise or obligation and respondent Nos.1 to 6 have refused to comply with the guidelines despite the same. Now, what the reciprocal or corresponding obligations qua the dues of the len....
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....reach and violation of the packages and the conditions thereof. The bank accuses the petitioner of not fulfilling its commitment or the essential conditions under the packages. This may be or may not be correct, but it is definitely a version contrary to that of the petitioner. In such circumstances, how arbitrariness, much less, mala fides, can be attributed to a public financial institution without resolution of the factual disputes, is unclear to us. In other words, this is not an undisputed factual position, but a highly disputed one. It is in these circumstances that we are disinclined to grant any relief. 83. It may be that the seventh respondent has addressed a letter to the petitioner, copy of which is at page 322 of the paper-book, and it claims that it is entitled to recover from the borrowers or guarantors the total dues of the banks alongwith the interest at contractual rate. It makes reference to certain banks mentioned in Schedule-1. This may not be inclusive of all the debts and dues to even Canara Bank. Therefore, this communication may say that the assignment agreements are with Union Bank of India, Andhra Bank, ICICI Bank Limited, Axis Bank, Bank of Baroda, Bank ....
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....allenge was raised, were not identical nor was the factual issue. Therefore, this judgment has no bearing on the issue before us. 87. Similarly, the judgment delivered in the case of Innoventive Industries Limited Vs. ICICI Bank and Anr. would also have no application as a distinct controversy was dealt with by the same. 88. As far as the writ petition argued by Mr.Seervai is concerned, there, we find that the prayer is to direct respondent No.7 to enter into a inter-creditor agreement. That is already entered into between the petitioner and remaining domestic lenders (respondent Nos.3 to 6 and 8 to 18). 89. Now, the mandamus that is claimed is once again on the basis of the petitioner's version. The petitioner says, in the grounds of challenge itself, that the prudential framework issued by the second respondent (Reserve Bank of India) provides lenders with a wide array of options to implement a resolution plan for the resolution of the debts owed by the borrowers. Ultimately, it is a resolution plan. Now, whether the word "shall" appearing therein would denote that it is mandatory to enter into the intercreditor agreement or otherwise or that is not decisive would depend upon ....