Krishna SrivastavaversusYooil Engineering Co LTD

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                                                                                    Sayali


                              IN THE HIGH COURT OF JUDICATURE AT BOMBAY
                                  ORDINARY ORIGINAL CIVIL JURISDICTION


SAYALI                            ARBITRATION PETITION NO. 117 OF 2026
DEEPAK
UPASANI
                      Krishna Srivastava                           … Petitioner
Digitally signed by
SAYALI DEEPAK
UPASANI                           V/s.
Date: 2026.10.03
16:38:59 +0530        Yooil Engineering Co Ltd                     … Respondents

                      Mr. Ansh Agal with A. Pareek and A. Shirodkar i/b
                      Jain Law Partners LLP, for Petitioner.


                                                  CORAM       : AMIT BORKAR, J.

                                                  DATED       : OCTOBER 01, 2026
                      P.C.:

                      1.      The Applicant is seeking interim reliefs under Section 9 of
                      the Arbitration and Conciliation Act, 1996, in terms of the
                      prayers made in the present Petition.

                      2.      In the year 2015, the Petitioner was appointed as the
                      exclusive Business Development Consultant for the Respondent
                      in relation to its Government infrastructure projects in India.
                      Since the Respondent was based in Korea and regular travel and
                      other practical difficulties were involved, the parties agreed that
                      a subsidiary company would be established in India for
                      attending to the administrative work and for carrying out the
                      projects. The Petitioner was given the responsibility of finding
                      suitable Indian partners. In pursuance thereof, the Petitioner
                      helped in bringing together Jain Engineers and Inspira



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Enterprises Pvt. Ltd. with the Respondent, which resulted in
incorporation of Yooil Infrastructure Pvt. Ltd., now known as
Yooil Envirotech Private Limited. Considering the role played by
the Petitioner, the Respondent entered into a Mandate
Agreement under which the Petitioner was to receive 20%
shareholding out of the shares held by Respondent No.1 in
Respondent No.2 company. Thereafter, the parties discussed and
modified the earlier arrangement and the entitlement of the
Petitioner was increased to 30% of the shareholding held by
Respondent No.1 in Respondent No.2 company. The Petitioner
states    that   even   after   repeated   reminders   and    written
confirmations, the Respondent did not transfer the agreed shares
and also did not pay the amount which was due. Therefore, the
Petitioner has approached this Court under Section 9 of the
Arbitration and Conciliation Act, 1996, seeking immediate
interim protection so that his rights under the agreement are
protected till the arbitration takes place.

3.       During the period from 2016 to 2018, the Petitioner
continued to provide business development and advisory
services under the agreement. It is stated that because of these
services the Respondent was able to secure various Government
projects in India. On 18 January 2018, the Mandate Agreement
was executed between the parties, under which the Respondent
agreed to allot 20% shares to the Petitioner. Thereafter, on 11
June 2018, Yooil Infrastructure Pvt. Ltd. was registered in India.
On 15 June 2018, the Respondent also confirmed in writing that



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20% shares were to be transferred to the Petitioner.

4.    On 4 January 2023, the Petitioner issued a legal notice
calling   upon   the   Respondent     to   perform    the     Mandate
Agreement. On 12 January 2023, the Respondent acknowledged
receipt of the notice and suggested that the parties should
discuss the issue of profit sharing. Thereafter, discussions and
correspondence    continued    between      the   parties.     On     25
November 2023, the Respondent confirmed its acceptance of the
revised terms, which included payment of the outstanding dues
as well as transfer of the shares. However, according to the
Petitioner, even after giving such confirmation, the Respondent
did not comply with the agreed terms. Further correspondence
took place and on 4 January 2024, the Petitioner sent the final
communication. As the Respondent still did not perform the
agreement, the Petitioner states that the present dispute arose.
The Petitioner also states that there was a possibility of the
assets being dealt with or otherwise being dissipated, resulting
in loss which may not be properly compensated later. He has
therefore approached this Court under Section 9 of the
Arbitration   and Conciliation       Act, 1996,   seeking       interim
protection. Hence, the present Petition has been filed.

5.    Mr. Ansh Agal, learned Advocate appearing for the
Petitioner, submitted that the Respondent had accepted the
revised and modified terms of the Consulting Agreement.
According to him, after such acceptance, further correspondence
took place between the parties concerning payment of the


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professional fees and other remuneration payable to the
Petitioner for the consultancy services which he had provided. It
was   submitted    that   after   several   communications         and
discussions, the Respondent, by its letter dated 4 January 2024,
acknowledged and confirmed the amount which was payable to
the Petitioner.

6.    The material placed on record indicates that the Petitioner
has a prima facie case for protection of his contractual interest in
the shares of Respondent No.2 company. The correspondence
referred to by the Petitioner, including the letter dated 4 January
2024, shows that there was an understanding between the
parties regarding the Petitioner’s entitlement to shares. The
Petitioner has also relied upon the subsequent modified
understanding under which his entitlement was stated to have
been increased to 30%.

7.    At this stage, however, the exact entitlement of the
Petitioner and the final liability of the Respondent are matters
which will have to be decided in the arbitral proceedings after
the parties lead their evidence. This Court, while exercising
jurisdiction under Section 9 of the Arbitration and Conciliation
Act, 1996, is required to preserve the subject matter of the
dispute so that the final award, if made in favour of the
Petitioner, does not become difficult to enforce.

8.    The request made by the Petitioner is for protection of the
entire shareholding held by Respondent No.1 in Respondent




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No.2 company. On the material available, I am not inclined to
grant protection in respect of the entire shareholding. At the
same time, considering the earlier agreement for 20%
shareholding, the subsequent correspondence regarding increase
of the entitlement to 30%, and particularly the confirmation
relied upon by the Petitioner, some protection is necessary till
the dispute is adjudicated by the Arbitral Tribunal.

9.    In my view, protection of 30% of the shareholding held by
Respondent    No.1    in   Respondent    No.2   company       would
sufficiently protect the subject matter of the dispute at this
stage. Such protection will also balance the interests of both
sides. The Respondent will remain free to deal with the
remaining shareholding, subject to its contractual and other
legal obligations. The protection granted herein is only an
interim measure and shall not be treated as a final finding that
the Petitioner is ultimately entitled to 30% shareholding. The
final rights and obligations of the parties shall be determined in
the arbitration proceedings.

10.   The Petitioner has also relied upon the letter dated 4
January 2024, wherein the Respondent stated:

      “Yooil Korea agrees to pay Rs. 4.5 Crores (equivalent in $)
      from Yooil Infrastrucutre, India revenue to shritech
      Consulting, Inc. as per earlier agreement and continued
      discussion on accepted modified agreement moving
      forward in good faith.”




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11.   The said correspondence also shows that the monetary
claim and the claim relating to the shareholding arise out of the
same underlying arrangement between the parties. If the entire
shareholding is permitted to be transferred or encumbered
during the pendency of the arbitration, the relief which may
ultimately be granted to the Petitioner may become difficult to
implement. Therefore, a limited restraint is warranted.

12.   Accordingly, the following order is passed:

13.   Pending commencement and conclusion of the arbitration
proceedings, Respondent No.1, its directors, officers, agents and
representatives   are   restrained   from    selling,   transferring,
assigning, pledging, encumbering or otherwise creating any
third party rights in respect of 30% of the shareholding held by
Respondent No.1 in Respondent No.2, Yooil Envirotech Private
Limited, formerly known as Yooil Infrastructure Private Limited.

14.   The restraint shall operate only in respect of the aforesaid
30% shareholding. The Respondent shall be entitled to deal with
the remaining shareholding in accordance with law, subject to
the rights and contentions of the parties in the arbitration
proceedings.

15.   It is clarified that the protection granted by this order is an
interim measure under Section 9 of the Arbitration and
Conciliation Act, 1996. The same shall not be construed as a
final determination of the Petitioner’s entitlement to 30%
shareholding or to the amount claimed by him.



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16.   The    Petitioner     shall       take   necessary    steps      for
commencement of the arbitral proceedings within the period
prescribed by law.

17.   The Respondent shall be at liberty to place its reply and all
documents before the Arbitral Tribunal, and all questions
relating to the final entitlement of the Petitioner shall remain
open for determination in arbitration.

18.   The prayer for injunction in respect of the remaining 70%
shareholding is rejected at this stage.

19.   The present order is accordingly made absolute to the
aforesaid limited extent.



                                               (AMIT BORKAR, J.)




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