M/S. IFCI LIMITEDversusSUTANU SINHA & ORS.

                [2023] 15 S.C.R. 280 : 2023 INSC 1023



                           CASE DETAILS

                         M/S. IFCI LIMITED
                                    v.
                       SUTANU SINHA & ORS.
                    (Civil Appeal No. 4929 of 2023)
                         NOVEMBER 09, 2023
    [SANJAY KISHAN KAUL, SUDHANSHU DHULIA AND
            AHSANUDDIN AMANULLAH, JJ.]
                            HEADNOTES
     Issue for consideration: Whether the Compulsorily Convertible
Debentures-CCDs with a “put option” and in the event of default on part of
ICTL-borrower during the window period, can be said to be really a debt
and not an equity.
      Insolvency and Bankruptcy Code, 2016 – s. 62 – Appeal to
Supreme Court – Jurisdiction u/s. 62 – Compulsorily Convertible
Debentures-CCDs to be categorised as debt or an equity – On
facts, project awarded in terms of Concession Agreement executed
between the Authority and IVRCL-ICTL – ICTL was a subsidiary
company of IVRCL holding 100 per cent share capital of ICTL –
Consortium of lenders provided term loan facility to the ICTL to
execute company loan agreement, and the balance project was to be
financed by IVRCL through equity infusion – As a part of the equity
component of the project, the financing was to be obtained through
Compulsorily Convertible Debentures-CCDs – Date of conversion into
equity from the CCDs was stated – Appellant-IFCI subscribed to the
CCDs at the request of ICTL in terms of a Debenture Subscription
Agreement – Project ran into financial difficulties – Invocation of
Corporate guarantees of IVRCL and initiation of Corporate Insolvency
Resolution Process-CIRP – IFCI claimed that the amount owing to it
had a status of a debt, and lodged a claim in that behalf, however, was
rejected by the Resolution Professional and an entire amount claimed
was refused – NCLT and NCLAT upheld the same holding that any
                                   280
        M/S. IFCI LIMITED v. SUTANU SINHA & ORS.                        281


instrument which is compulsorily convertible into shares is regarded
as an “equity” and not a loan or debt - Correctness:
      Held: ICTL does not have a liability or obligation qua the appellant
because the appellant is actually an equity participant and does not have a
debt to be repaid – Debenture subscription agreement clearly defines ICTL
as the special purpose vehicle while IVRCL is the sponsor company and
IFCI is the lender – Appellant was provided security under the Debentures
Subscription Agreement but the obligations are of the sponsor company,
it cannot be of ICTL – Unless the debt is of the ICTL, the appellant
cannot seek a recovery of the amount on the basis of being a creditor of
the ICTL – Contract means as it reads – It is difficult to read into or add
to what the document says about a CCD – There is nothing which the
appellant can recover from the sponsor company, there being no assets and
funds – While in the ICTL it is being treated as a shareholder and thus,
does not benefit as none of the shareholders-original investors and the
appellant get any benefit under the scheme which has been approved – In
the impugned judgment, it was held that treating them as a debt would
tantamount to breach of the concessional agreement and the common loan
agreement – Investment was clearly in the nature of debentures which
were compulsorily convertible into equity and nowhere is it stipulated that
these CCDs would partake the character of financial debt on the happening
of a particular event – Amount was treated as an equity alone and not as
a debt – Furthermore, the jurisdiction comes from s. 62 – Jurisdiction is
restricted to a question of law akin to a second appeal – Law does not
envisage unlimited tiers of scrutiny and every tier of scrutiny has its own
parameters – Thus, the lis inter se the parties has to be analyzed within
the four corners of the ambit of the statutory jurisdiction conferred on
this Court – Appeal does not raise any such question of law and that the
findings of the courts below are in accordance with settled principles.
[Paras 14, 16, 20, 21, 23-26, 30, 31]
     Insolvency and Bankruptcy Code, 2016 – s. 3(11) – Definition of
Debt under:
      Held: Would be the liability or obligation in respect of a claim which
is due from any person – Success of a commercial venture pays benefit to
282          SUPREME COURT REPORTS                       [2023] 15 S.C.R.


the equity participants but with income, which would not inhere in case of
the failure of the venture. [Para 14]
      Deeds and documents – Interpretation of commercial documents:
     Held: Complexities of commercial documents depends on the nature
of business – These are not layman’s agreements but agreements vetted by
experts and thus each of the parties knows its obligations and the benefits
which can arise from the agreement – Contract means as it reads – It is not
advisable for a Court to supplement it or add to it. [Paras 21 and 23]
       LIST OF CITATIONS AND OTHER REFERENCES
     Narendra Kumar Maheshwari v. Union of India & Ors. (1990)Suppl.
SCC 440; Nabha Private Limited Vs. Punjab State Power Corporation
Limited [2017] 14 SCR 301 – referred to.
      In re Crompton & Co. Ltd. [1914] 1 Ch. 954 – referred to.
       OTHER CASE DETAILS INCLUDING IMPUGNED
              ORDER AND APPEARANCES
      CIVIL APPELLATE JURISDICTION: Civil Appeal No. 4929 of 2023.
     From the Judgment and Order dated 05.06.2023 of the National
Company Law Appellate Tribunal, Chennai in Company Appeal (AT) (CH)
(Insolvency) No.108 of 2023.
      Appearances:
    Vivek Chib, Sr. Adv., Amish Tandon, Sameer Abhyankar, Ms.
Anushree Kulkarni, Ms. Mansi Gupta, Ms. Unnati Jhunjhunwala, Rithvik
Mathur, Rahul Kumar, Harsh, Aakash Thakur, Ms. Nishi Sangtani, Ms. Vani
Vandan Chhetri, Ayush Beotra, Advs. for the Appellant.
     Shyam Divan, Ramji Srinivasan, Ritin Rai, Sr. Advs., Saket Shukla,
Sahil Tagotra, Ms. Neha Naik, Ms. Madhavi Doshi, Ms. Sanaea Laskar,
Ms. Abhivyakti Banerjee, Rongon Chowdhury, Ms. Pooja Mahajan, Ms.
Komal Abrol, Avinash B. Amarnath, Naman Golechha, Prateek Kumar, Ms.
Raveena Rai, Rohit Ghosh, Ms. Smriti Nair, Aman Shukla, M/s. Khaitan &
Co., Advs. for the Respondents.
        M/S. IFCI LIMITED v. SUTANU SINHA & ORS.                         283



       JUDGMENT / ORDER OF THE SUPREME COURT

                              JUDGMENT

     SANJAY KISHAN KAUL, J.
      1. Commerce has evolved. The documents forming the base of
commerce have also evolved and created a hybrid nature of documents.
Thus, what was earlier labelled as a debenture, now has hybrid versions
such as partly convertible debentures, optionally convertible debentures
and Compulsorily Convertible Debentures (CCDs). We may note that
traditionally debentures were treated as a floating security with a covenant
for payment on a specified date.1
      2. In the factual scenario of the present case, we are concerned with a
Highway project in which the appellant has made investments through the
CCDs. The National Highways Authority of India (NHAI) had awarded the
project in question in terms of a Concession Agreement dated 25.03.2010
executed between it and the IVRCL Chengapalli Tollways Ltd (ICTL). ICTL
was in turn a subsidiary Company of IVRCL which was holding 100 per
cent share capital of ICTL. A consortium of lenders had provided term loan
facility to the ICTL to execute various documents including the company
loan agreement dated 24.11.2010 and the balance project was to be financed
by IVRCL through equity infusion. As a part of the equity component of
the project, the financing was to be obtained through CCDs. It is not in
dispute that what the appellant subscribed to was the CCDs, albeit with
other debentures being executed simultaneously. The date of conversion into
equity from the CCDs was December, 2017. The formal issuance of shares
was however, not done after the said date. We may note that the appellant
had agreed to subscribe to the CCDs at the request of ICTL and amount of
Rs.125,00,00,000/- in terms of a Debenture Subscription Agreement dated
14.10.2011. In terms of the aforesaid agreement, there was a “put option”
and thus, in the event of default on part of ICTL during the window period,
these CCDs could be sold to a third party but the principal obligation of


1   In re Crompton & Co. Ltd. [1914] 1 Ch. 954.
284          SUPREME COURT REPORTS                          [2023] 15 S.C.R.


IVRCL continued to be in place. However, the factual scenario in respect
thereof never arose.
      3. It appears that the project ran into financial difficulties and ICTL even
suggested a one time settlement which had been agreed to but even terms
thereof were not honoured. Corporate guarantees of IVRCL were invoked
by the appellant. Corporate Insolvency Resolution Process was initiated
both by the appellant and the State Bank of India and claims were filed.
The process under the Insolvency and Bankruptcy Code, 2016 (hereinafter
referred to as the said Code) was thereby triggered.
      4. The appellant claimed that the amount owing to it had a status of a
debt, and lodged a claim in that behalf. However, this was rejected by the
Resolution Professional vide letter dated 09.08.2022.
     5. The entire amount claimed was refused and the reasons for the non-
admission were recorded after noting that various inter se correspondence
and supporting documents had been supplied. It would be relevant to
reproduce the grounds for rejection as under:-
      “a. As per Debenture Subscription Agreement (“DSA”) dated 14 th
      October, 2011 entered between ICTL/Corporate Debtor, IVRCL
      Limited (erstwhile IVRCL. Assets & Holdings Limited) and IFCI,
      Compulsorily Convertible Debentures (“CCDs”) were to be treated
      as equity. The same is observed from the recording of the CCDs
      component as equity under Schedule III of the DSA. The CCDs
      are also approved as equity under the financial package for the
      Concession Agreement dated 25th March, 2010 executed between
      ICTL/Corporate Debtor and National Highways Authority of India
      (“NHAI”).
      b. The CCDs were part of equity in the project cost approved by
      NHAI and debt equity ratio is required to be maintained by IVRCL
      Limited. There was no recategorization of the CCDs from equity to
      debt and as stated in your email of 19th May, 2022, no approval was
      sought from NHAI in this respect. The DSA recognizes that any act
      in contravention of the Concession Agreement is void.
      c. Lenders consortium had approved the treatment of CCDs as equity
      and no approval for conversion to debt was sought from NHAI.
        M/S. IFCI LIMITED v. SUTANU SINHA & ORS.                          285
                 [SANJAY KISHAN KAUL, J.]

     d. All repayment obligations under the DSA are that of IVRCL Limited
     and not of ICTL/Corporate Debtor.
     e. The notes to the balance sheets of ICTL/Corporate Debtor also
     clarify that the repayment obligations are that of IVRCL Limited and
     not ICTL/Corporate Debtor.
     f. The CDs were mandatorily convertible to equity in December, 2017,
     and only corporate actions for the conversion was pending.”
      6. It will be noticed from the aforesaid that the fundamental principal
for rejecting the debt claim was that in view of the appellant having
invested the amount as per the CCDs, the same was to be treated as equity.
The CCDs had been approved as equity under the financial package for
the Concession Agreement dated 25.03.2010 and were towards the part
of equity of the project cost approved by the NHAI having a debt equity
ratio. There was never any re-categorization of CCDs from equity to debt.
The lenders’ consortium had also approved the term of CCDs as equity.
The endeavour of the appellant to challenge the position of the Resolution
Professional vide IA No.1465/2022 did not succeed in terms of an order
dated 14.03.2023, the said order relied upon the judgment of this Court
in Narendra Kumar Maheshwari v. Union of India & Ors.2 It would be
useful to extract that part of the judgment which has also been extracted
in the impugned order of National Company Law Appellate Tribunal
(NCLAT) as under:
     “A Compulsory Convertible Debenture does not postulate any
     repayment of the principle. The question of security becomes relevant
     for the purpose of payment of interest on these debentures and
     the payment of principle only in the unlikely event of winding up.
     Therefore, it does not constitute a ‘debenture’ in its classic sense. Even
     a debenture, which is only convertible at option has been regarded as a
     ‘hybrid’ debenture. Any instrument which is compulsorily convertible
     into shares is regarded as an “equity” and not a loan or debt.”
                                                         (emphasis supplied)



2   (1990) Suppl. SCC 440
286           SUPREME COURT REPORTS                          [2023] 15 S.C.R.


     7. We may note that the aforesaid order of the National Company
Law Tribunal was further assailed before the NCLAT which dismissed the
appeal as per the impugned order dated 05.06.2023. In the meantime, the
Committee of Creditors (CoC) granted its approval on 08.03.2023 which
was followed by the Adjudicating Authority accepting the resolution plan
on 01.05.2023. This has not been specifically assailed by the appellant.
       8. The very substratum of the submissions of the learned counsel for
the appellant is that the appellant has been left high and dry. If its investment
is to be treated as equity, under the waterfall principle nothing will come its
way. Thus, the other creditors benefit but not the appellant. It is learned senior
counsel’s say that even after the relevant date when the CCDs matured, it
was really treated as a debt on account of the financial difficulty of ICTL.
       9. He submits that the principle issue is whether the CCDs along with
the other documents can be said to be really a debt and not an equity despite
the wording of the CCDs which must be read along with the other documents
and communications inter se the parties. The judgment in Narendra Kumar
Maheshwari’s case (supra) is sought to be distinguished on the ground that
it was in the context of a public interest litigation, and has referred to the
concept of the debentures which are intrinsically in the character of a debt.
It is towards the objective of financing these infrastructure projects, it is
submitted, that a set of documents have been devised, and the real objective
was that the amount advanced was to be treated as a debt. The conversion
of CCDs to equity actually became impossible due to the insolvency of the
ICTL and thus, the entire principal amount along with the interest became
due and payable.
     10. Learned senior counsel contends that in effect the appellant is
neither treated as shareholder nor as a financial creditor leaving the appellant
remediless. He further sought to emphasise that ICTL was a subsidiary of
IVRCL, which was really holding 100 per cent shareholding of ICTL.
      11. We may note that it is not disputed by him that the put option was
never exercised. In effect, his submission was that whether CCDs should
be categorized as debt or equity would depend on the status of the maturity
of the CCDs and the position of the investor at the inaugural time, and this
would vary in the facts and circumstances of each case.
        M/S. IFCI LIMITED v. SUTANU SINHA & ORS.                           287
                 [SANJAY KISHAN KAUL, J.]

     12. In order to appreciate this submission, we may note the submission
of Mr.Shyam Divan, learned senior counsel for the respondent No.1 who
has drawn our attention to the Concessionaire Agreement with the NHAI
defining equity as under:-
     “Equity” means the sum expressed in Indian Rupees representing the
     paid up equity share capital of the Concessionaire for meeting the
     equity component of the Total Project Cost, and shall for the purposes
     of this Agreement include convertible instruments or other similar
     forms of capital, which shall compulsorily convert into equity share
     capital of the company, and any interest free funds advanced by any
     shareholder of the Company for meeting such equity component, but
     does not include Equity Support.”
      13. Thus, his submission is that the concept of convertible instruments
including CCDs falls within the definition of equity. In order to support
his contention, he has also referred to the common loan agreement dated
24.11.2010 inter alia to the stipulation that prior written approval of lenders
was required before the borrower could issue any debentures or raise any
loans. We may also appreciate this aspect in the context of the submission
of Mr. Ramji Srinivasan, learned senior counsel that the lenders had put
certain restrictions to ensure that their pool is not expanded which had the
potential of casting doubt on the full recoverability of their debt. Thus, while
70 per cent of the funding to the debt equity ratio was under the category of
debt, 30 per cent was equity and it is this equity portion which was partly
funded by the initial promoters and the remaining through the appellant.
The financing plan itself envisaged CCDs as part of the equity portion of
the funding. The aforesaid submissions have to be appreciated in context
of the said Code where section 3 is the definition Clause, and as per Clause
11, debt as been defined as under:-
     Section 3
        (11) “debt” means a liability or obligation in respect of a claim
        which is due from any person and includes a financial debt and
        operational debt;
       14. The definition of debt under Section 3(11) of the Code would be
the liability or obligation in respect of a claim which is due from any person.
288           SUPREME COURT REPORTS                         [2023] 15 S.C.R.


ICTL does not have a liability or obligation qua the appellant because the
appellant is actually an equity participant and does not have a debt to be
repaid. The success of a commercial venture pays benefit to the equity
participants but with income, which would not inhere in case of the the
failure of the venture.
      15. Thus, if it was a simpliciter debenture, it would have fallen under
the category of a financial debt along with bonds etc. However, we are not
concerned with a debenture per se.
      16. The debenture subscription agreement clearly defines ICTL as the
special purpose vehicle while IVRCL is the sponsor company and IFCI is
the lender. In terms of Clause 2.4, the rate of interest/coupon rate of 11 per
cent per annum, payable quarterly, is applicable till either the buy back of all
the CCDs (an option available to the borrowers) or conversion of CCDs into
equity. The liability is of the sponsor company for making coupon payments
and not of the SPV/ICTL. Further, under Clause 2.8, the buy back is also an
arrangement inter se the Sponsor company and IFCI. The conversion into
equity takes place as per Clause 2.9 and the put option as per Clause 2.11.
It would suffice to reproduce Clause 2.9 which reads as under:-
      “2.9 Conversion into equity
      In the event of default of payment of return or buy back of 12.50
      Crore CCDs in two tranches anytime between the end of the 3rd
      year and 6th year from the date of issue of CCDs giving an effective
      transaction IRR (including processing charges payable by the sponsor
      company) of 15,50 % p.a. If it is exercised anytime between 3rd and
      5th year, else, a rate of 15% p.a., would be applicable between the
      5th and 6th year from the date of subscription/first disbursement
      (including upfront interest payable by the Sponsor Company), the
      outstanding CCDs, along with the differential interest, defaulted
      amount, etc. would automatically get converted into equity shares
      of the ICTL at a price on par with the promoters of ICTL i.e. at a
      premium of Rs.90/- per share at the end of 6 years from the date of
      issue (i.e. in case both the Call and the Pul Options are not exercised
      by the Sponsor and the IFCI respectively or, at an earlier date as per
      other terms of this Agreement.)”
        M/S. IFCI LIMITED v. SUTANU SINHA & ORS.                          289
                 [SANJAY KISHAN KAUL, J.]

     17. The aforesaid clause thus provides for automatic conversion into
equity shares of ICTL on the relevant date for which there is no dispute i.e.
09.11.2017.
     18. In order to secure the appellant, it has been pointed out to us, that
Clause 3.1 provides for security for the debentures. Clause 3.1 reads as
under:-
     “3.1 Security for the Debentures
     The Debentures together with interest, costs, charges, expenses and
     other charges payable to IFCI in respect of the said Debentures under
     this Agreement shall be secured by the following:
     a) An unconditional and irrevocable Corporate Guarantee of IVRCL
     Assets & Holdings Limited i.e., Sponsor Company,
     b) Pledge of shares in Demat form of ICTL held by the Sponsor
     Company amounting to not less than 49% of the paid up equity capital
     of the SPV company, to be maintained throughout the tenure of the
     funding. However, pledge shall be invoked only after IVRCL Assets
     & Holdings Ltd., the Sponsor Company, fails to honour its guarantee
     obligation.
     c) Give an undertaking that in case of enforcement of securely by
     senior lenders of the project, IFCI would have a charge on the residuals
     available with the Sponsor Company after meeting all the requirements
     as per Escrow Agreement, and ICTL will route the final proceeds
     received by it, through a separate account suggested by IFCI Ltd.”
     19. We may also note the clause 3.3 which provides for an overriding
effect of the Concessionaire Agreement and Clause (b) of the same reads
as under:-
     “3.3 Overriding effect of the Concession Agreement:
     b) Notwithstanding anything to the contrary contained in this
     Agreement, and subject always to the overall supremacy of the
     Concessional Agreement, the Parties herein agree not to enforce the Put
     Option and/or otherwise take only direct/indirect action; without the
     prior written approval of NHAI when any such single and/or multiple
290            SUPREME COURT REPORTS                        [2023] 15 S.C.R.


       act(s) taken simultaneously or otherwise under and/or in pursuance
       of this Agreement and/or the Pledge Agreement, read with the Power
       of Attorney jointly or severally constitute Change in Ownership per
       Clause 5.3 of the Concession Agreement. Any such act(s) if taken
       without prior written approval of the NHAI shall be treated as having
       been carried out in contravention of the Concessional Agreement
       and thus void ab initio as per sub-clause (a) above. It is hereby
       specifically clarified that for purposes ‘Change in Ownership’ under
       the Concession Agreement and all stipulations thereto including inter
       alia as provided in clause 5.3, the lender (the IFCI) shall at all times
       to be treated as the ‘acquirer’ of Equity and/or the person directly/
       indirectly acquiring control of the Board of Directors of the Borrower
       (the Concessionaire).”
     20. A reading of all the aforesaid leads to a conclusion that the appellant
was provided security under the Debentures Subscription Agreement but
the obligations are of the sponsor company. That being the position, it is
difficult for us to appreciate how the obligation is of the SPV i.e. ICTL.
Unless the debt is of the ICTL, the appellant cannot seek a recovery of the
amount on the basis of being a creditor of the SPV ICTL.
     21. We must note that the complexities of commercial documents
depending on the nature of business. These are not layman’s agreements
but agreements vetted by experts and thus each of the parties knows its
obligations and the benefits which can arise from the agreement. We thus
find it difficult to read into or add to what the document says about a CCD.
       22. Suffice for us to say that the aspect of interpretation of commercial
documents was in extenso analyzed in Nabha Private Limited Vs. Punjab
State Power Corporation Limited3. In respect of the factual scenario before
us, it would suffice to extract para 72 as under:
       “72. We may, however, in the end, extend a word of caution. It should
       certainly not be an endeavour of commercial courts to look to implied
       terms of contract. In the current day and age, making of contract is
       a matter of high technical expertise with legal brains from all sides


3     (2018) 11 SCC 508
        M/S. IFCI LIMITED v. SUTANU SINHA & ORS.                           291
                 [SANJAY KISHAN KAUL, J.]

     involved in the process of drafting a contract. It is even preceded by
     opportunities of seeking clarifications and doubts so that the parties
     know what they are getting into. Thus, normally a contract should
     be read as it reads, as per its express terms. The implied terms is a
     concept, which is necessitated only when the Penta test referred to
     aforesaid comes into play. There has to be a strict necessity for it. In
     the present case, we have really only read the contract in the manner
     it reads. We have not really read into it any “implied term” but from
     the collection of clauses, come to a conclusion as to what the contract
     says. The formula for energy charges, to our mind, was quite clear.
     We have only expounded it in accordance to its natural grammatical
     contour, keeping in mind the nature of the contract.”
     23. The effect of the aforesaid is that a contract means as it reads. It is
not advisable for a Court to supplement it or add to it. It is an unfortunate
scenario where the appellant is being left high and dry as there is nothing
which it can recover from the sponsor company, there being no assets and
funds. While in the ICTL it is being treated as a shareholder and thus,
does not benefit as none of the shareholders i.e. original investors and the
appellant get any benefit under the scheme which has been approved. The
debt assigned was of a lower rate, repurchased by a third party. However,
these are commercial decisions of the respective parties. The obligations
were of the sponsoring company and IVRCL in terms of Clause 2.4.
      24. A reading of the impugned judgment, specifically the rationale from
para 19 onwards shows that the issue has been correctly crystallized as to
whether CCDs could be treated as a debt instead of an equity instrument. In
that sense, it was observed that treating them as a debt would tantamount to
breach of the concessional agreement and the common loan agreement. The
investment was clearly in the nature of debentures which were compulsorily
convertible into equity and nowhere is it stipulated that these CCDs would
partake the character of financial debt on the happening of a particular event.
     25. The appellant has invoked the guarantees and sought remedy
against the sponsor company. The fact that it is not serving any fruitful
purpose is not something which can weigh with us.
     26. A significant aspect taken note of in the impugned order is that the
terms of the various agreements prohibited the corporate debtor from taking
292            SUPREME COURT REPORTS                       [2023] 15 S.C.R.


further debt without the consent of the assignees. No such approval was
sought or taken. The amount was treated as an equity alone and not as a debt.
     27. The NCLAT has also touched on the issue of the remedy which
was available to the appellant which, in its view, was not availed within
time a time bound process being of the essence in the Code. The claim of
the appellant was rejected on 09.08.2022 and the appellant only sought to
again raise the issue which could not extend the period of time.
      28. The challenge to the rejection was laid only on 30.11.2022, after
a period of three months from the rejection of the claim.
     29. Last but not the least, we must also note that our jurisdiction comes
from Section 62 of the Code. The said section reads as under:
      “62.(1) Any person aggrieved by an order of the National Company
      Law Appellate Tribunal may file an appeal to the Supreme Court on
      a question of law arising out of such order under this Code within
      forty-five days from the date of receipt of such order”
      30. The jurisdiction is restricted to a question of law akin to a second
appeal. The law does not envisage unlimited tiers of scrutiny and every tier
of scrutiny has its own parameters. Thus, the lis inter se the parties has to
be analyzed within the four corners of the ambit of the statutory jurisdiction
conferred on this Court.
     31. We are thus of the view that the appeal does not raise any such
question of law and that the findings of the Courts below are in accordance
with settled principles.
      32. We thus dismiss the appeal leaving parties to bear their own costs.


Headnotes prepared by:                                         Appeal dismissed.
Nidhi Jain