JUDGMENT

Vibhu Bakhru, J. - Introduction

1. The petitioner (hereinafter DLF) has filed the present petition under Section 9 of the Arbitration and Conciliation Act, 1996 (hereinafter the A&C Act) inter alia, praying that the respondents be restrained from selling, transferring, alienating or otherwise creating any third-party rights or interest, directly or indirectly, in the land admeasuring 73 acres [2,95,421 square meters] situated in Sector 128, Noida, District Gautambudh Nagar, Uttar Pradesh (the Sale Property), which is the subject matter of the Agreement to Sell dated 30.05.2021 (hereinafter the ATS).

2. Respondents nos. 1 to 4 had entered into the ATS for selling the Sale Property to DLF. The Sale Property is owned by respondent no. 2 (hereinafter Kadam) but is mortgaged to respondent no. 4 (hereinafter Indiabulls) to secure financial loans extended by Indiabulls to respondent no.1 (Shipra Estates Limited), Shipra Hotels Ltd. and Shipra Leasing Private Limited. Indiabulls has since terminated the ATS in favour of DLF and has withdrawn its letter of no objection (NOC) on the ground that it has not received the agreed amount of Rs. 900 Crores within the period stipulated therein. DLF claims that it is and was always ready and willing to perform its obligations under the ATS. DLF further claims that Indiabulls and Kadam have failed to perform their obligations and Indiabulls cannot terminate the ATS or withdraw its NOC. Essentially, DLF seeks specific performance of the ATS. And, it seeks an order restraining the respondents from selling transferring or alienating the Sale Property as an interim measure of protection for preserving its rights and remedies.

3. The present petition was initially heard along with three other petitions filed under Section 9 of the A&C Act [OMP(I) (Comm) 213/2021; OMP(I)(Comm) 222/2021; and OMP(I)(COMM) 225/2021] but seeking different reliefs. The counsels relied on documents filed in those proceedings in the course of their submissions and the same have been considered while outlining the factual context.

Factual background

4. Kadam is a wholly owned subsidiary of respondent no. 1, Shipra Estates Limited (hereinafter SEL). SEL owns approximately 98% of the issued and paid-up equity shares of Kadam. Respondent no. 3 (Mohit Singh) and Bindu Singh are individuals and hold 1% each of Kadams issued equity shares as nominees of SEL. Kadam is also a part of Shipra group of companies.

5. On 31.03.2008, Kadam entered into a sub-lease agreement along with Jaypee Infratech Limited and Jaiprakash Associates Limited in respect of the Sale Property. In terms of the said sub-lease agreement, Kadam enjoyed absolute and unrestricted right, title and interest in respect of the Sale Property.

6. SEL, Shipra Hotels Limited and Shipra Leasing Private Limited (hereinafter collectively referred to as the Borrowers) sought financial assistance from Indiabulls and it sanctioned fourteen separate loans aggregating Rs. 2,478 crores in favour of the Borrowers. Eight loans were sanctioned in favour of SEL; four loans were sanctioned in favour of Shipra Hotels Limited; and two loans were sanctioned in favour of Shipra Leasing Private Limited. It is stated on behalf of SEL that against the aforesaid sanctioned loans, Indiabulls disbursed an aggregate amount of Rs. 1,686.15 crores to the Borrowers. SEL also claims that the Borrowers have paid a sum of Rs. 759 crores for r