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18. Meanwhile, the cheques earlier issued by borrowers for an aggregate value of Rs. 75,03,86,792/- to Indiabulls got dishonoured. Application was filed by Indiabulls in Section 9 proceedings for vacating the status-quo order. The matter in between was carried in appeal where the order of learned Single Judge directing status-quo in respect of transfer of shares was suspended. Indiabulls, however, stated before the Appellate Court that invocation of pledge of shares will be undertaken in a completely transparent manner, on a fair evaluation of the shares and that the same would also be placed before the learned Single Judge. The Division Bench of Delhi High Court noted this stand of the Indiabulls and observed that any invocation of pledge would be open to challenge before the Court.

30. On the aspect of valuation, we note that KDPL, the company whose shares have been sold by Indiabulls to DLF, is a lease-holder and the title-holder of the plot of land, which is its only valuable asset. Thus, the valuation of the shares of KDPL has been done primarily on the basis of the value of the parcel of land, the shares having no other intrinsic value. Indiabulls supports its valuation on the basis of the reports on record, which are disputed and countered by the Petitioners. The valuation of land is not an exact science. It requires expertise, and certainly cannot be gone into in the present proceedings. The credibility of rival reports would be examined during the arbitration to determine which one is correct and realistic. At this juncture, the Court only has to see if the contractual terms as agreed between the parties under the Pledge Agreement have been adhered to. Undisputedly, notice of invocation had been issued by Indiabulls giving Borrowers and the Pledgor an opportunity to redeem, before proceeding with the sale of pledged shares. The Borrowers have neither provided additional security, nor redeemed the pledge. They have even failed to agree to the proposal of Indiabulls to pay/deposit Rs. 900 crores, being the sale consideration that it is receiving from DLF. Yet, the Borrowers seek restrain on the sale, alleging that there is mala fide motive in the sale, and that the shares are being sold for a song.