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13. It is the case of the petitioners that the impugned notices are blind to the present situation prevailing in India and in fact the whole world. It is stated that the respondent No.1 is trying to take advantage of the present situation of pandemic which itself is unprecedented and could not have predicted by anybody. According to the petitioner, the respondent No.1 chose to not accept almost Rs. 130.56 Crores and is today looking to cash out share of ZEEL at much lower traded rate which will result in suboptimal recovery. It is also stated that in normal times, the petitioners would have been able to execute a stake sale like Stake Sale-1 or Stake Sale -2 by private treaty. However, on account of pandemic, there is a delay in finding suitable buyers. Reliance has been placed on Reserve Bank of India Circular being RBI/2019-2020/186, whereby moratorium has been declared on all loans becoming due during the COVID-19 lockdown in view of the effect of COVID-19 on the financial system. It is stated that the aforesaid position was reiterated by the RBI on May 23, 2020 vide circular No. RBI/2019-20/244 and the moratoriums have been extended till August 31, 2020. It is stated that in similar manner, the Securities and Exchange Board of India has given relaxation credit rating during the COVID-19 lockdown in its Circular dated March 30, 2020. In fact, it is the case of the petitioners that the debenture holder in a communication dated May 22, 2020 stated that securities pledged by the Cyquator Media Services Pvt. Ltd. as well as Direct Media Distribution Ventures Pvt. Ltd. is wroth Rs. 92 Crores. However, since May 22, 2020, share prices have actually gone up with market recovery. As such, if the petitioners are allowed to have the said shares placed by private treaty which will allow more value to be derived rather than by dumping the same on to the bourses which will beat down the stock price.

27. On May 19, 2020, respondent No.2 addressed another letter to the debenture holders citing excuse of nation-wide lockdown as delaying the process of sale of the pledged shares.

Once again, a request was made to avoid precipitating any action towards sale of pledged securities. In spite of being aware of date of maturity of the said debentures approaching, respondent No.2 without providing neither any definitive time lines for sale or any concrete proposal of how it plans to raise additional liquidity to redeem the said debentures sought time till June 30, 2020 for facilitating placement of the said debentures / securities. Meanwhile as per the terms of issue the said debentures fell due for redemption on May 22, 2020. However, the respondent No.2 failed and neglected to pay debenture holders the principal amount, redemption premium and default interest on the said debentures in terms of its obligations under the DTD. Accordingly, the respondent No.1 was constrained to issue Pledge Invocation Notice to the petitioners and Corporate Guarantee Notice to petitioners in OMP (I) (COMM) 136/2020 and OMP (I) COMM 137/2020.

31. Mr. Salve stated that RBI and SEBI vide their Circulars have made relaxations qua defaults during the lockdown on account of the unprecedented situation and RBI has even infused Rs. 50,000 Crores of liquidity for the exclusive use of mutual funds. The submission made has been that while the RBI and SEBI circulars do not ipso jure cover the situation of the petitioners herein, they are the closest indicators of regulatory leanings during the pandemic situation of COVID-

50. According to Mr. Kaul, the reliance placed on the judgment of the Hon'ble Supreme Court of India in Mardia Chemicals (supra) to argue that the lender has a 'duty to act fairly and in good faith' while enforcing its rights under the Share Pledge agreement is misplaced. The decision in Mardia Chemicals (supra) was rendered in context of a challenge to the SARFAESI Act, 2002 and was relevant to the issue of lenders liability. Furthermore, the ad-interim order passed by the Bombay High Court in Rural Fair Price Wholesale Ltd (supra) is readily distinguishable. In the said order, it was recorded that the defendant therein was otherwise fully secured. Furthermore, the said order was passed in the aftermath of the imposition of the lockdown when the pledged share prices had fallen on account of the lockdown. In the instant case the fall in pledged share prices, admittedly pre-date the lockdown. Moreover, unlike in the facts of the order of the Bombay High Court, in the instant case, admittedly the default is on account of the debentures having matured for repayment.