Delhi High Court - Orders
Vistra Itcl India Limited vs Bsbp Estates Private Limited & Ors on 13 May, 2026
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* IN THE HIGH COURT OF DELHI AT NEW DELHI
+ O.M.P.(I) (COMM.) 205/2026
VISTRA ITCL INDIA LIMITED .....Petitioner
Through: Mr. Jayant Mehta, Sr. Advocate with
Mr. Ashish Kumar, Mr. Lokesh
Malik, Ms. Atika Chaturvedi, Ms.
Anju Shree Nair and Ms. Mansvini
Jain, Advocates
Mob: 9910469818
Email: [email protected]
versus
BSBP ESTATES PRIVATE LIMITED & ORS. .....Respondents
Through: None.
CORAM:
HON'BLE MS. JUSTICE MINI PUSHKARNA
ORDER
% 13.05.2026
1. The present petition has been filed under Section 9 of the Arbitration and Conciliation Act, 1996 ("Arbitration Act") by petitioner seeking urgent interim measures, in the capacity of a duly appointed debenture trustee, acting for the benefit of its investment manager, i.e., HDFC Capital Affordable Real Estate Fund-3 ("Debenture Holder").
2. The present petition has been filed in respect of subsisting and enforceable pledge/security interest created over 100% of the issued/subscribed and paid-up share capital of respondent no. 1, comprising of 20,10,000/- equity shares.
3. Learned Senior Counsel for the petitioner submits that respondent no.
Page 1 of 9This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54 1 is the developer of the project named "Joynest Aerocity" in District Zirakpur, Punjab. Respondent no. 1 and its promoter approached the Debenture Holder for the purpose of debt investment for acquiring the project land. Pursuant to mutual understanding between the Debenture Holder, respondent no. 1 and the promoters, it was agreed that the respondent no. 1 will issue 75,000 debentures having an aggregate value of Rs. 75 Crores, which will be subscribed to by the Debenture Holder.
4. Thus, the Debenture Holder extended structured financial assistance to the respondent no. 1, through subscription to 75,000 secured, unlisted, redeemable, rupee-denominated, non-convertible debentures, each having a face value of Rs. 10,000/- aggregating to Rs. 75 Crores.
5. The transaction was initially governed by the Debenture Trust Deed dated 10th January, 2023, and was subsequently restructured by an Amended and Restated Debenture Trust Deed ("Amended Trust Deed") dated 25th June, 2025, which contains a valid Arbitration Agreement, stipulating the seat of arbitration to be at Delhi.
6. Learned Senior Counsel appearing for the petitioner submits that the respondent no. 1 and its promoters had repeatedly committed defaults, including, payment breaches, overdue obligations and unauthorised issuance of additional shares, without prior consent of the petitioner, thereby, diluting the value of the pledged security. Thus, in these circumstances, the transaction was restructured, and the aforesaid Amended Trust Deed dated 25th June, 2025 and an Amended and Restated Deed of Pledge ("Deed of Pledge") dated 25th June, 2025, were executed. Under the Deed of Pledge, the respondent nos. 2 to 5 created an exclusive pledge over the entire 20,10,000/- equity shares, constituting 100% of the issued, subscribed and Page 2 of 9 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54 paid-up share capital of respondent no. 1.
7. Learned Senior Counsel for the petitioner submits that despite restructuring of the transaction, respondent no. 1 failed to comply with its obligations as per the agreed terms. Accordingly, non-compliance notices dated 23rd October, 2025 and 19th January, 2026 were issued.
8. He further submits that the petitioner also discovered that insolvency proceedings were pending against promoter group entities/promoters, which had not been disclosed to the petitioner and the same constituted "Events of Default".
9. Learned Senior Counsel for the petitioner submits that the petitioner also discovered that while the earlier pledge of 10,000 shares stood reflected in depository records, the balance 20,00,000 pledged shares under the Deed of Pledge, had not been recorded in the depository system. Accordingly, by communication dated 03rd April, 2026, the petitioner requested respondent no. 6, i.e., Choice Equity Broking Private Limited, to record the remaining pledge created over the issued and paid-up share capital of respondent no. 1. Further, by communication dated 7th April, 2026 issued to respondent no. 6, the petitioner sought interim protective measures, including, transfer restriction and debit freeze.
10. However, respondent no. 6, vide E-mail dated 09th April, 2026, declined to impose restrictions, except in pursuance of directions of a Court/Statutory Authority. Respondent no. 6 further clarified that pledge creation required request from the pledger. The letter dated 09th April, 2026 received by the petitioner from respondent no. 6 in this regard, is reproduced as under:
Page 3 of 9This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54 Page 4 of 9 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54 Page 5 of 9 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54 Page 6 of 9 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54
11. Learned Senior Counsel for the petitioner submits that the petitioner has credible and reasonable apprehension that respondent nos. 1 to 5 may alienate, dilute, issue further capital, encumber, transfer or otherwise deal with the pledged shares or alter the capital structure of respondent no. 1, so as to defeat the petitioner's security interest. He submits that the shares in question constitute 100% of the issued, subscribed and paid-up share capital of respondent no. 1, and any dealing therewith, would alter control, management and governance of the company itself. Transfer of such shares could result in a change of ownership, appointment of new directors, diversion of business decision or restructuring of assets.
12. Attention of this Court has been drawn to the Arbitration Clause, i.e., Clause 36.2.2 as contained in the Amended Trust Deed, to which all the respondents herein are signatories. The said Clause is reproduced as under:
13. Accordingly, this Court is of the view that there exists a valid Arbitration Clause between the parties before this Court, as per which the seat of arbitration is at New Delhi.
Page 7 of 9This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54
14. Issue notice to the respondents by all permissible modes.
15. Let reply be filed within a period of four weeks.
16. Rejoinder thereto, if any, be filed within a period of two weeks, thereafter.
17. Considering the submissions made before this Court, this Court is of the considered view that a prima facie case has been established by the petitioner. Further, the balance of convenience is in favour of the petitioner, and the petitioner shall suffer an irreparable loss if an interim relief is not granted in favour of the petitioner.
18. Accordingly, till the next date of hearing, it is directed as follows:
i. Respondent nos. 1 to 5, their directors, officers, servants, agents, representatives and/or any person claiming through or under them, are restrained from selling, transferring, allotting, charging, pledging, re- pledging, encumbering, alienating or otherwise dealing, in any manner whatsoever, with the 20,10,000 pledged equity shares of respondent no.1, or any part thereof ;
ii. Respondent no. 6, namely, Choice Equity Broking Private Limited, is directed to freeze/debit block protection in respect of the 20,10,000 pledged equity shares, and to ensure that no transfer, sale, encumbrance, re-pledge or third-party dealing is permitted ; iii. Respondent nos. 1 to 5 are directed to maintain status quo with regard to the shareholding pattern, DEMAT holdings and capital structure of respondent no. 1, and to refrain from issuing any further shares, capital, bonus, split, consolidation, rights issue or any corporate action that may dilute, prejudice or adversely affect the pledged security ;Page 8 of 9
This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54 iv. Respondent nos. 1 to 5, are directed to maintain status quo as to the assets of respondent no. 1.
19. Re-notify on 29th September, 2026.
MINI PUSHKARNA, J MAY 13, 2026 ak Page 9 of 9 This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above. The Order is downloaded from the DHC Server on 13/05/2026 at 21:55:54