Shritech Consutling INCversusYooil Engineering Co Ltd

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                                                                                         Sayali


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


SAYALI                              ARBITRATION PETITION NO. 186 OF 2026
DEEPAK
UPASANI
                      Sritech Consulting Inc.                             … 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 present Petition is filed under Section 9 of the
                      Arbitration    and   Conciliation       Act,    1996.   The   facts    and
                      circumstances because of which the present Petition has been
                      filed are stated hereunder.

                      2.      Around the year 2015, the Respondent approached the
                      Petitioner with an intention to take the services of the Petitioner
                      for Government projects in India. After discussions between the
                      parties, a Consultancy Agreement came to be executed. The
                      Respondent signed the Agreement on 7 September 2015 and the
                      Petitioner signed it on 9 September 2015. Under the said
                      Agreement, the Petitioner was appointed as the exclusive
                      Business Development Consultant for the Respondent. It was
                      agreed that the Respondent would pay the Petitioner 10% of the



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value of every purchase order received in respect of Government
projects in the States of Andhra Pradesh, Bihar, Delhi, Orissa,
Telangana and Uttar Pradesh.

3.   The Respondent made some payments towards the
consultancy fees. However, according to the Petitioner, a
substantial amount out of the agreed consultancy fees is still
remaining unpaid. The Petitioner states that several emails and
reminders were sent to the Respondent asking for payment.
Despite the same, the Respondent has not made the remaining
payment and has not complied with its obligations under the
Agreement. The Petitioner apprehends that the Respondent may
deal with or dissipate its assets and that the Petitioner may
suffer loss which may not be properly recovered later. The
Petitioner has, therefore, approached this Court under Section 9
of the Arbitration and Conciliation Act, 1996, seeking urgent
interim protection and other reliefs. On 7 September 2015, the
Respondent signed and executed the Consultancy Agreement
under which the Petitioner was appointed as the exclusive
Business Development Consultant for Government projects in
India. Thereafter, on 9 September 2015, the Petitioner signed
and executed the said Consultancy Agreement. Under the
Agreement, the Respondent agreed to pay the Petitioner 10% of
the value of each purchase order received in relation to
Government projects in the States of Andhra Pradesh, Bihar,
Delhi, Orissa, Telangana and Uttar Pradesh.




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4.    During the period from 2016 to 2019, the Petitioner
provided business development and advisory services to the
Respondent under the said Agreement. According to the
Petitioner, as a result of these services, the Respondent was able
to secure various Government projects. Thereafter, on 7 January
2022, the Petitioner sent a payment reminder to the Respondent
and requested that the consultancy fees payable under the
Agreement be released.

5.    On 4 January 2023, the Petitioner issued a Legal Notice to
the Respondent calling upon the Respondent to pay the
outstanding consultancy fees. Thereafter, on 26 April 2023, the
Respondent acknowledged the role played by the Petitioner and
expressed its willingness to compensate the Petitioner. The
Respondent expressed its willingness to revise the terms for
settlement.   Subsequently,   on    25   November      2023,      the
Respondent confirmed its acceptance of the revised terms. These
revised terms included payment of the outstanding dues as well
as transfer of shares. However, according to the Petitioner, even
after accepting the revised terms, the Respondent did not
comply with the same.

6.    After the revised and modified terms of the Consultancy
Agreement were accepted, further correspondence took place
between the parties regarding payment of the outstanding
professional fees and remuneration claimed by the Petitioner for
the consultancy services already provided. There were several
communications and discussions between the parties on this


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issue. Thereafter, by a letter dated 4 January 2024, the
Respondent formally acknowledged and confirmed the amount
which, according to the Respondent, was due and payable to the
Petitioner.

      REASONS AND FINDINGS

7.    The Petitioner's case is based on the Consultancy
Agreement entered into between the parties in September 2015.
The Respondent signed the Agreement on 7 September 2015
and the Petitioner signed it on 9 September 2015. Under the
said Agreement, the Petitioner claims to have been appointed as
the exclusive Business Development Consultant for Government
projects in the concerned States. The Petitioner relies upon the
term of the Agreement under which it was to receive 10% of the
value of the purchase orders received for such Government
projects. The Petitioner has stated that during the period from
2016 to 2019, it provided business development and advisory
services to the Respondent. According to the Petitioner, after
these services were provided, the Respondent secured various
Government projects. It is relevant that the Petitioner did not
raise its claim for the first time only when the present
proceedings were filed. A payment reminder was already sent by
the Petitioner on 7 January 2022. Thereafter, a Legal Notice
dated 4 January 2023 was issued. Therefore, from the record it
appears that the question of payment was being raised between
the parties for some time.




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8.    The conduct of the Respondent after receiving the claim of
the Petitioner is relevant. According to the Petitioner, on 26 April
2023, the Respondent acknowledged the role of the Petitioner
and expressed willingness to compensate the Petitioner. The
Respondent expressed willingness to revise the settlement terms.
Thereafter, on 25 November 2023, the Respondent confirmed
acceptance of the revised terms. Those terms included payment
of the dues and transfer of shares.

9.    The communication dated 4 January 2024 is important for
the   present    purpose.   The       Petitioner   relies   upon      this
communication as an acknowledgment of the amount payable to
it. The relevant portion of the communication, as reproduced in
the Petition, reads as follows:

      “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. Rs. 4.5 Crores (in $) which is 6% of
      Yooil Infrastructure 50% revenue in India till February
      2024 since the Yooil Infrastrucutre got started by Yooil
      Engineering, Korea with local partners in India and will be
      paid in three (3) instalments every 8 months starting from
      August 2024 completing full payment in next 18-24
      months.”




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10.   At this stage, I am not deciding the effect of this
communication. I am not holding that the complete amount of
Rs.4.50 Crores will be found payable to the Petitioner in
arbitration. These questions will have to be decided by the
learned Arbitral Tribunal after the parties place their evidence
and make their submissions. However, the words used in the
communication are important for considering whether the
Petitioner has made out a prima facie case for interim
protection.

11.   The Respondent has not remained silent regarding the
Petitioner's claim. The communication relied upon by the
Petitioner contains the words “Yooil Korea agrees to pay Rs. 4.5
Crores”. It refers to the “earlier agreement and continued
discussion    on     accepted    modified      agreement”.       The
communication      further   provides   for   payment     in   three
instalments. Therefore, at least at this stage, the document
shows that discussions took place between the parties and that
there was acceptance by the Respondent regarding payment of
Rs.4.50 Crores to the Petitioner. It is possible that an
acknowledgment of an amount may not prove the entire claim
of the Petitioner. There may be questions regarding the revised
arrangement, the exact calculation of the amount, the liability of
the Respondent, the meaning of the reference to 6% and the
manner in which the payment was to be made. These questions
can be considered in arbitration. But merely because such
questions may arise, the prima facie importance of the



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communication dated 4 January 2024 cannot be ignored.

12.     Therefore, at this stage, the Petitioner has been able to
show a prima facie case. The claim is not based only on a
statement without supporting material. There is a written
Consultancy Agreement. There is correspondence regarding the
unpaid amount. There is a Legal Notice. There were further
discussions regarding settlement. Most importantly, there is the
written communication dated 4 January 2024 containing the
clear words “Yooil Korea agrees to pay Rs. 4.5 Crores”.

13.     The next question is whether, in these circumstances, the
Respondent should be directed to furnish security. Section 9
gives power to the Court to grant interim protection where such
protection is necessary for securing an amount which may
become payable under an arbitral award. The Supreme Court,
while considering the powers of the Court under Section 9, has
recognised that in appropriate cases the Court can direct
security for a claim. In Essar House Private Limited v. Arcellor
Mittal Nippon Steel India Limited (2022) 20 SCC 178, the
Supreme Court considered an order directing security under
Section 9. While considering the objection regarding absence of
unencumbered assets with the respondent, the Supreme Court
recognised the power of the Court under Section 9 to secure a
claim where a prima facie case for such protection is made out.
This principle has to be considered in the facts of the present
case.




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14.   In the present case, the Court is not directing the
Respondent to pay Rs.4.50 Crores to the Petitioner. The Court is
not holding that the Respondent is liable to pay the said amount.
The direction is only to furnish security for the amount. The
purpose is that, if the Arbitral Tribunal finds the amount
payable, the Petitioner should not be left without an effective
remedy for recovery of the award.

15.   The   balance    of   convenience    supports   this     limited
protection. If the Respondent furnishes security and the
Petitioner does not succeed in arbitration, the Respondent would
continue to deal with its assets according to law, subject to the
nature and terms of the security. On the other hand, if no
protection is granted and the Petitioner succeeds, but in the
meantime the Respondent deals with its assets in such a manner
that the award becomes difficult to recover, the Petitioner may
face serious difficulty in getting the benefit of the award.

16.   At the same time, the apprehension expressed by the
Petitioner regarding dissipation of assets cannot be treated as
proof that the Respondent is actually removing or disposing of
its assets. The Court therefore has to remain careful while
granting relief. However, in the present case, the Petitioner is not
primarily seeking attachment of every asset of the Respondent.
The main relief sought is that the Respondent should furnish
security for Rs.4.50 Crores.




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17.   The Petitioner has sought in prayer clause (a). In my view,
this prayer can be granted without causing undue prejudice to
the Respondent. The Respondent is not being directed to
immediately pay the disputed amount to the Petitioner. It is only
required to secure the amount. Such an order leaves the final
dispute open for consideration by the Arbitral Tribunal.

18.   The prayer for disclosure of assets requires separate
consideration. In the facts of the present case, such disclosure is
necessary so that the direction regarding security can be made
effective. If the Respondent is required to furnish security of
Rs.4.50 Crores, there is a reasonable need to know its general
financial position and assets for the limited purpose of ensuring
that the security can be furnished and that the protection
granted by the Court is not defeated by subsequent dealings
with the assets. The disclosure sought by the Petitioner is
different from attachment of all properties. At this stage, the
Court is not attaching any property of the Respondent. The
Respondent is only required to disclose its assets and financial
position on oath. Such disclosure will assist in knowing what
assets are available with the Respondent and whether any of
those assets are already subject to encumbrances.

19.   I therefore find that the Petitioner has established a prima
facie case in respect of the amount which is sought to be
secured. The balance of convenience is in favour of protecting
the possibility of recovery of the amount which may be awarded.
The prejudice to the Respondent is limited because the direction


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is only for furnishing security and making disclosure. It does not
decide the liability of the Respondent.

20.   In view of the foregoing discussion, and upon overall
assessment of the material record, the following order is passed:

       i. the petition is allowed in terms of prayer clauses (a)
       and (c).

       ii. the respondent shall furnish security in favour of
       the petitioner for an amount of rs.4,50,00,000/-
       (rupees four crore fifty lakhs only), in such form as
       may be acceptable to the petitioner, within a period of
       four weeks from the date of this order.

       iii. the respondent shall, within a period of four weeks
       from the date of this order, disclose on oath the
       following particulars:

      “a. all their properties/assets both immovable and
      movable and all monies recoverable by it from any
      person    or   persons,   along     with   details   of    any
      encumbrances and / or fretters on the same, and

      b, the Balance Sheets, Bank Statement and Income Lax
      Returns of the Respondent from the year 2015 onwards
      till date.”

      iv. the disclosure affidavit shall contain complete
      particulars of the assets, liabilities and encumbrances of
      the respondent, to the extent covered by prayer clause



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(c).

v. prayer clause (b), seeking attachment before
judgment of the movable and immovable properties of
the respondent, is not granted.

vi. prayer clause (e), seeking appointment of the court
receiver in respect of the properties of the respondent, is
also not granted.

vii. it is clarified that the observations made in the
reasons and findings are only for the purpose of
considering the interim relief under section 9 of the
arbitration and conciliation act, 1996. nothing stated in
this order shall be treated as a final expression of
opinion on the merits of the claim of the petitioner or
the defence of the respondent.

viii.   the   learned   arbitral   tribunal   shall   consider
independently all claims made by petitioners and all the
defences raised by the respondent.

ix. the petition stands disposed of in the above terms.

x. there shall be no order as to costs.



                                       (AMIT BORKAR, J.)




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