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14.3 By a common order dated 16.04.2021, the Division Bench of this Court disposed of the said appeals by suspending the order dated 26.03.2021 and remanding the matter to the Single Judge as the Court was of the view that it was incumbent on the Court to give reasons for passing the interim orders. During the said proceedings, the learned counsel appearing for the Borrowers and Kadam expressed an apprehension that suspension of the orders dated 26.03.2021 passed under Section 9 of the A&C Act would leave Indiabulls free to invoke the pledge in respect of the Pledged Shares and, this would irreparably prejudice the interest of the Borrowers and Kadam. In response to the aforesaid contention, it was stated on behalf of Indiabulls that "the 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 noted the aforesaid contention and also observed that any such invocation would be open to challenge before the Court.

14.7 On 22.04.2021, this Court allowed the applications filed by the Borrowers and Kadam under Section 11 of the A&C Act (Arb. P. Nos. 513/2021, 514/2021, 515/2021 and 516/2021) and appointed a former Chief Justice of India as the Sole Arbitrator.

14.8 In the proceedings relating to the petitions filed by the Borrowers and Kadam under Section 9 of the A&C Act [OMP(I)(COMM) 113/2021 - 116/2021], which were also listed on 22.04.2021, a statement was made on behalf of Indiabulls that it had sold the entire shareholding in Kadam to DLF for a sum of ₹900 crores. The same was disputed on behalf of the Borrowers/Kadam. In view of the controversy, this Court directed Indiabulls to produce the entire record relating to the sale of shares of Kadam in a sealed cover before the learned Arbitrator. This Court further directed that the Arbitrator would consider its effect on the prayer sought by the petitioner in terms of the observations made by the Division Bench in paragraph 10 of its order dated 16.04.2021. As noted above, in paragraph 10 of the order dated 16.04.2021, the Division Bench had noted the statement made on behalf of Indiabulls that the pledge of shares would be undertaken in a transparent manner on a fair valuation of the shares. The court had also observed that since the lis between the parties was pending before the learned Single Judge, the invocation of pledge would "obviously be open to challenge before the Court". The petitions under section 9 of the A&C Act were disposed of with the aforesaid directions and by directing that the same be considered as applications under Section 17 of the A&C Act.

42. At the outset, it is necessary to note that both Creative and Indiabulls had addressed arguments on the premise that the sale of the Pledged Shares was in fact an indirect sale of the Property owned by Kadam. As noted above, the loans advanced by Indiabulls to the Borrowers were secured by several assets including the Pledged Shares (the entire paid-up and equity shares of Kadam) as well as by mortgage of the Property. The invocation of pledge in respect of the Pledged Shares and the invocation of security interests in the Property are not mutually exclusive. Thus, the question whether sale of the Pledged Shares is required to be interdicted must be considered independent of the disputes between Indiabulls, Kadam/SEL and DLF regarding enforcement of the Agreement to Sell dated 30.05.2021 in respect of the Property.

51. Indiabulls is not required to repeatedly invoke the pledge in respect of the Pledged Shares. It was Indiabulls unambiguous stand in the earlier round of proceedings under Section 9 of the A&C Act, that it had invoked the pledge of the Pledged Shares in terms of the Sale Notice. The invocation of pledge cannot be made on multiple occasions. During the course of the proceedings before this Court in OMP(I)(COMM) No.113/202 and other connected matters (which culminated in the judgement dated 20.05.2021), SEL and other entities of the Shipra Group had sought for further time to pay the dues. However, Indiabulls had not accepted the same and insisted that its action regarding invocation of the pledge was complete. The Coordinate Bench of this Court had accepted the same and not interfered with the Sale Notice. Thus, insofar as the sale of the Pledged Shares are concerned, it would not be apposite to interdict any transaction regarding the same. This Court is prima facie of the view that the Pledged Shares have been sold to Creative at an under-value and in a non-transparent manner. Notwithstanding the same, the sale of the Pledged Shares is not required to be interdicted for the aforesaid reason. In view of the above, it is also not necessary to decide whether the invocation of pledge of the Pledged Shares is violative of the SEBI (Depositories and Participants) Regulations, 2018 in these proceedings.