UFO Moviez India LtdversusRedOchre Post Work LLP

                                                                            arbp406-2026-J.doc


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

                                  ARBITRATION PETITION NO.406 OF 2026

                      UFO Moviez India Limited                       … Petitioner
                                           Vs.
                      ReadOchre Post Work LLP                        … Respondent
ATUL
GANESH
KULKARNI
Digitally signed by
ATUL GANESH
                      Ms. Anisha Nair i/by M/s. Parinam Law Associates for
KULKARNI
Date: 2026.09.07      the Petitioner.
12:00:02 +0530

                      Mr. Chandrashekhar V. Yadav with Ms. Bhakti Tambe,
                      and Mr. Sujeet Dubey for the Respondent.



                                        CORAM                  : AMIT BORKAR, J.

                                        RESERVED ON            : SEPTEMBER 2, 2026.

                                        PRONOUNCED ON          : SEPTEMBER 7, 2026

                      JUDGMENT:

                      1.    The present Petition is filed under Section 9 of the
                      Arbitration and Conciliation Act, 1996. The Petitioner seeks urgent
                      interim protection until the arbitration proceedings are completed.
                      The dispute arises from the Equipment Purchase and Sale
                      Agreement dated 14 July 2025. Under this Agreement, the
                      Petitioner supplied a Christie CP 4415 RGB Projector and other
                      related equipment to the Respondent. It was agreed that the
                      ownership of the equipment would remain with the Petitioner until
                      the full sale consideration was paid. The Respondent paid an




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advance of Rs.25,000,000/-. However, the remaining amount has
not been paid. The three post-dated cheques issued by the
Respondent towards the balance amount were dishonoured for
"insufficient funds". The Respondent has on several occasions
accepted that the amount is payable. Even so, the Respondent
continues to keep the equipment and is using it for its commercial
work without paying the outstanding amount.

2.    The facts and circumstances which have resulted in filing of
the present Petition, as stated by the Petitioner, are as follows. The
Petitioner is a company incorporated under the Companies Act,
1956. It is, inter alia, carrying on business of digital cinema
distribution and in-cinema digital cinema network and advertising
across India through its proprietary platform. The Respondent is a
Limited Liability Partnership carrying on business in the post-
production film and media industry. The Respondent is engaged in
post-production services and other related activities in the film and
media industry. On 5 June 2025, the Respondent proposed a
structured plan for making payment for purchase of the said
equipment. The total amount payable was agreed to be paid as per
that arrangement., on 19 June 2025, the Respondent issued a
Purchase Order confirming its intention to purchase the said
equipment from the Petitioner. The Respondent issued a revised
Purchase Order dated 10 July 2025. The revised Purchase Order
set out the final commercial and technical terms of the transaction.
The total consideration mentioned therein was Rs.71,18,400/-.
The Petitioner and the Respondent entered into the Equipment
Purchase and Sale Agreement dated 14 July 2025. The Agreement



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sets out the rights and obligations of the parties, the terms of
payment and the conditions regarding          ownership of the
equipment. Pursuant to the Agreement, the Petitioner supplied,
delivered and installed the projector and the related equipment at
the Respondent's premises on 15 July 2025. The Respondent
accepted the equipment without raising any objection. The
Respondent paid an advance amount of Rs.25,00,000/- in
instalments of Rs.6,00,000/-, Rs.8,00,000/- and Rs.11,00,000/-.

3.   On 30 September 2025, the Petitioner raised invoices
towards the supply, installation and related services. These
included Invoice No. CAP/2526/TS/01, CAP/INS/0925/TS/0001
and FDN/0925/TS/0002. Between August and October 2025, the
Respondent issued three post-dated cheques bearing Nos. 000007,
000009 and 000008. Each cheque was for Rs.15,39,466/-. These
cheques were issued towards the instalments which were payable
under the Agreement. The Petitioner raised another invoice
bearing Invoice No. CAP/2526/TS/02 dated 6 October 2025
towards the balance cost of the equipment. The three cheques
issued by the Respondent were presented for payment. However,
the cheques were dishonoured with the remark "insufficient funds"
on 29 September 2025 and 28 November 2025. According to the
Petitioner, this shows that the Respondent failed to make payment
as required under the Agreement.

4.   On 2 December 2025, the Respondent, through its
representative, acknowledged that an amount of approximately
Rs.46,18,400/- was payable to the Petitioner and assured that the
payment would be made within one month. The Petitioner



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repeatedly contacted the Respondent during January 2026 through
emails, telephone calls and WhatsApp communications. During
these communications, the Respondent admitted its liability and
requested time to make payment. On 7 January 2026, the
Respondent made a part payment of Rs.5,00,000/- through RTGS.
However, the remaining amount was still not paid. On 6 February
2026, the Petitioner invoked arbitration in terms of Clause 8 of the
Agreement and issued a notice to the Respondent. Even, the
Respondent continued to retain the Petitioner's equipment and use
it   for   commercial   purposes       without   paying   the    balance
consideration. It is in these circumstances that the Petitioner has
filed the present Petition seeking interim protection under Section
9 of the Act.

5.     Ms. Nair, learned Advocate for the Petitioner, submits that
the dispute between the parties arises from and relates to the
Equipment Purchase and Sale Agreement dated 14 July 2025
("Agreement"). According to her, the Respondent admits the
Agreement and admits that it was executed. She submits that,
pursuant to the Revised Purchase Order dated 10 July 2025, the
total price of the Christie CP 4415 RGB Projector and allied Digital
Cinema Equipment ("Equipment") was fixed at Rs.71,18,400/-,
inclusive of taxes. The Respondent was to pay Rs.25,00,000/- as
advance and the balance amount of Rs.46,18,400/- in three equal
monthly instalments by three post-dated cheques. On these terms,
the parties entered into the Agreement. Under the Agreement, the
Petitioner was required to supply, deliver and install the
Equipment, while the Respondent was required to pay the agreed



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Sale Price. It was agreed that the ownership of the Equipment
would remain with the Petitioner until the entire Sale Price was
paid. After receiving the advance, the Petitioner supplied the
Equipment and installed, tested and commissioned it at the
Respondent's premises. This is shown by the delivery documents
dated 15 July 2025, 30 September 2025 and 6 October 2025,
which were acknowledged by the Respondent's authorised
representative. She points out that the Respondent admits
payment of the advance and admits delivery and installation of the
Equipment. The Respondent has not alleged that the Equipment
was rejected or offered to return it. The Respondent admits that
the Equipment continues to remain installed and operational at its
premises.

6.    She submits that after completing its part of the Agreement,
the Petitioner became entitled to receive the balance Sale Price of
Rs.46,18,400/-. The Respondent issued three post-dated cheques
bearing Nos. 0000007, 0000009 and 0000008. All the three
cheques were dishonoured because there were insufficient funds in
the account. The Respondent does not dispute either the issuance
of the cheques or their dishonour. Its only explanation is that it
was facing temporary financial difficulties. After the cheques were
dishonoured, the Respondent repeatedly asked for time and
accepted that the amount was outstanding. On 2 December 2025,
the   Respondent's   representative   acknowledged     liability     of
approximately Rs.46,18,400/- and assured that the amount would
be paid within one month., various communications between the
parties continued to record requests for time and proposals for



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payment, including communications dated 8 December 2025, 3
January 2026 and 12, 14 and 29 January 2026. The Respondent
made only two part-payments of Rs.5,00,000/- each, one on 7
January 2026 and the other on 2 April 2026. The remaining
amount continues to remain unpaid.

7.    She submits that even though the entire Sale Price has not
been paid, the Respondent continues to keep and commercially use
the Equipment. The Respondent has neither paid the entire
consideration nor offered to return or hand over the Equipment,
even though, under the Agreement, ownership continues to remain
with the Petitioner. Thus, according to the Petitioner, it is deprived
of the amount payable to it as well as possession of its specialised
and valuable equipment. She submits that if the Respondent
continues to possess and use the Equipment, it may suffer normal
wear and depreciation and may become technologically outdated.
There is a possibility of the Equipment being damaged,
dismantled, shifted, encumbered or otherwise dealt with while the
arbitration is pending. Such circumstances, according to her, may
affect the Petitioner's ownership rights and may make the relief
granted in arbitration difficult to enforce.

8.    She submits that the objections raised by the Respondent
relate to the constitution of the Arbitral Tribunal, the amount
allegedly payable and reconciliation of accounts, alleged quality
issues, part-payments, absence of any threat to sell or otherwise
transfer the Equipment, and absence of a termination notice.
According to her, these objections do not change the admitted
position that the Equipment was delivered and installed, the



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cheques were dishonoured, part-payments were made, and the
Respondent continues to possess the Equipment without paying
the entire Sale Price. She submits that any dispute regarding the
exact amount payable can be decided in arbitration. Such dispute,
according to her, cannot be a reason to leave the Petitioner's
equipment without protection. She submits that the Agreement
provides that ownership of the Equipment will remain with the
Petitioner until the entire Sale Price is paid. It provides that, in
case of breach, the Seller has the right to terminate the Agreement,
de-install the Equipment and take it back. The Respondent relies
upon the termination procedure and says that no valid termination
notice has been issued. According to the Petitioner, however, the
present application under Section 9 is for protecting the subject
matter of the dispute and the Petitioner's and ownership rights
until the arbitration is decided. At this stage, it is not necessary for
the Court to finally decide the dispute regarding termination.

9.    The Petitioner has, according to Ms. Nair, made out a strong
prima facie case. The transaction and the Agreement are admitted.
The Petitioner performed its obligations by supplying, delivering
and installing the Equipment. The Respondent did not pay the
balance amount. The cheques issued by it were dishonoured. The
Respondent acknowledged its liability and repeatedly sought time
to make payment. The Equipment continues to remain with the
Respondent, although ownership continues to remain with the
Petitioner. In these circumstances, she submits that the Equipment
requires protection. Having regard to the provisions of the
Agreement regarding retention of ownership and repossession, the



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Equipment should be handed over to the Petitioner. Alternatively,
the Equipment should be kept in protective custody or under the
control of a Court Receiver until the Arbitral Tribunal is
constituted.

10.   In support of her submissions, she relied upon the judgment
of the Supreme Court in Essar House Private Limited v. Arcellor
Mittal Nippon Steel India Limited, (2022) 11 SCC 1. She submits
that in that judgment the Supreme Court recognised that the Court
has wide powers under Section 9 to grant interim protection
where a strong prima facie case and balance of convenience are
shown. She submits that the Supreme Court has held that strict
compliance with Order XXXVIII Rule 5 of the Code of Civil
Procedure, or proof of an actual attempt by a party to dispose of its
assets, is not necessary in every case for granting protection under
Section 9.

11.   She, therefore, submits that the Petitioner has established a
prima facie case because it has performed its obligations, whereas
the Respondent continues to retain the Equipment despite not
paying the entire Sale Price. According to her, interim protection is
therefore necessary to preserve the Equipment and protect the
Petitioner's ownership rights until the arbitration is decided. Such
protection may include preservation and inspection of the
Equipment, a direction preventing its removal, damage or creation
of any encumbrance over it, and handing over of possession to the
Petitioner. Alternatively, a Court Receiver may be appointed. She
submits that, in the alternative, the Court may direct the
Respondent to furnish suitable security until the arbitration



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proceedings. On these grounds, the Petitioner seeks the ad-interim
reliefs prayed for in the Petition.

12.   Mr. Yadav, learned Advocate for the Respondent, submits
that the main reliefs sought by the Petitioner are for (a) handing
over possession of the Equipment, (b) preventing the Respondent
from using or operating the Equipment, (c) directing the
Respondent to deposit the entire alleged outstanding amount of
Rs.32,02,910/- or furnish a bank guarantee for the same amount,
and (d) appointing a Court Receiver with authority to take
physical possession of the Equipment. According to him, these
reliefs are in substance final and mandatory reliefs. If such orders
are passed at the Section 9 or ad-interim stage, it would practically
amount to allowing the Petition. It would mean deciding the
disputes between the parties before the arbitration begins. Such an
order, according to him, would cause serious and irreversible
prejudice to the Respondent and may make the arbitration
proceedings ineffective. He submits that it is well settled that
Section 9 cannot be used for obtaining final reliefs or for securing
the entire amount claimed by a party in the manner sought by the
Petitioner.

13.   He submits that the Petition is not maintainable because
there is no urgency, no irreparable injury and the balance of
convenience is against the Petitioner. The Respondent is a running
business and is using the Equipment in the normal course of its
post-production work at its premises in Hyderabad. There is no
material to show that the Respondent intends to sell, transfer,
create any encumbrance over or remove the Equipment. According



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to him, the apprehension expressed by the Petitioner is only
imaginary and has been raised for obtaining drastic interim orders.
He submits that the dispute is essentially a money claim arising
from a commercial sale. The Petitioner has an effective remedy of
recovering the alleged dues through arbitration. Any loss suffered
by the Petitioner can be compensated in money. He points out that
the Equipment was delivered and installed in July 2025. The first
cheque was allegedly dishonoured in September 2025 and the
remaining cheques were dishonoured in November 2025. The
arbitration notice was issued only on 6 February 2026 and the
present Petition was filed only in April 2026. According to him, the
Petitioner therefore did not act with urgency and has waited for a
considerable period before seeking the drastic interim reliefs now
claimed.

14.   He submits that the Respondent has paid a substantial
amount of Rs.35,00,000/-. This consists of Rs.25,00,000/- paid as
advance, Rs.5,00,000/- paid on 7 January 2026 and another
Rs.5,00,000/- paid on 2 April 2026. According to him, these
payments show that the Respondent is acting bona fide and is
willing to resolve the commercial dispute. He submits that the
Petitioner has not placed before the Court the complete position
regarding the payments made by the Respondent and has not
properly disclosed the continuing discussions between the parties.
He submits that the exact amount payable by the Respondent is
disputed. The amount of Rs.32,02,910/- stated in the Petition is
not admitted by the Respondent. According to him, the accounts
between    the   parties   require    proper   reconciliation.     Such



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reconciliation would have to take into account any excess charges,
taxes, installation charges and any deficiency in the supply or
installation of the Equipment. He, therefore, submits that the
Petitioner cannot, at the interim stage, seek a direction requiring
the Respondent to deposit an amount which is disputed.

15.   He submits that an order directing the Respondent to hand
over possession of the Equipment, or appointing a Court Receiver
with authority to take physical possession, would cause serious
hardship to the Respondent. It would interfere with the
Respondent's ongoing business and commercial operations.
According to him, the injury which the Respondent would suffer
from such an order would be much greater than any alleged injury
to the Petitioner.

16.   He submits that Clause 1.7 of the Agreement, relating to
retention of title, is only a normal provision. According to him, this
clause by does not give the Petitioner an automatic right to obtain
an interim mandatory order for taking back the Equipment. The
Arbitral Tribunal must first decide whether there has been a
breach,   what       amount   is   actually   outstanding     and     what
consequences follow from any termination. He submits that Clause
6.3 requires the Agreement to be properly terminated after giving
notice. According to him, no valid termination notice has been
issued or served upon the Respondent. Therefore, at this stage, the
Petitioner cannot seek an order for repossession of the Equipment
on the basis of the title retention clause.




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REASONS AND FINDINGS:

17.   I have considered the submissions made by Ms. Nair, learned
Advocate for the Petitioner, and Mr. Yadav, learned Advocate for
the Respondent.

18.   As regards the basic transaction between the parties, there is
not much dispute. The Respondent admits the Agreement and its
execution. The Respondent does not dispute that the Equipment
was delivered and installed. The Equipment continues to remain at
the premises of the Respondent and, as stated by the Respondent,
it is being used in the normal course of its business. Therefore, it is
an admitted position that the Equipment which is the subject
matter of the present dispute is in possession of the Respondent.

19.   The terms of the Agreement are required to be seen. Clause
1.7 provides as follows:

      “The Parties further agree that the tide /ownership to the
      Equipment shall remain with the Seller and shall be
      transferred from the Seller to the Buyer only after the Buyer
      has paid the total Sale Price in the manner specified in
      Annexure-2 to this Agreement.”
20.   The parties agreed that the ownership of the Equipment
would remain with the Seller till the total Sale Price was paid.
Therefore, according to this clause, ownership was to pass to the
Buyer only after the full payment was made.

21.   The Petitioner states that the agreed Sale Price was
Rs.71,18,400/-. From this amount, Rs.25,00,000/- was paid as
advance and the remaining amount was to be paid by instalments.
The Respondent does not dispute the payment of the advance. It


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does not dispute delivery and installation of the Equipment. It does
not dispute issuance of the three post-dated cheques towards the
instalments. The said cheques were dishonoured for insufficiency
of funds. The Respondent says that it was facing temporary
financial difficulty and therefore the cheques could not be
honoured. This explanation may be considered when the dispute is
finally decided in arbitration. At present, however, the fact remains
that the cheques were dishonoured. The three cheques bearing
Nos.    0000007,    0000009    and    0000008     were      each      for
Rs.15,39,466/-. The total amount of the three cheques is therefore
Rs.46,18,398/-. This amount is almost the same as the balance
amount of Rs.46,18,400/- which, according to the Petitioner, was
payable after payment of the advance of Rs.25,00,000/-.

22.    The Petitioner relies upon the communications between the
parties after dishonour of the cheques. In particular, on 2
December 2025, the representative of the Respondent is stated to
have acknowledged liability of approximately Rs.46,18,400/- and
assured payment within one month., the Respondent made
payment of Rs.5,00,000/- on 7 January 2026 and another
Rs.5,00,000/- on 2 April 2026. These payments are admitted by
the Respondent. Therefore, even if the exact amount now claimed
by the Petitioner is not treated as finally established, the material
does show that a substantial amount remained unpaid.

23.    Mr. Yadav has pointed out that the Respondent has paid
Rs.35,00,000/- in all. This includes Rs.25,00,000/- paid as
advance and two payments of Rs.5,00,000/- each. He has
submitted that the exact amount outstanding is disputed and that



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the accounts between the parties require reconciliation. This
submission has to be considered. The final amount payable may
depend upon the invoices, taxes, installation charges, other
charges under the Agreement and the payments actually received.
These matters can be properly examined by the Arbitral Tribunal.

24.   But because the accounts require reconciliation, it cannot be
said that nothing remains payable. The three cheques issued by the
Respondent were each for Rs.15,39,466/- and were dishonoured
for insufficiency of funds. Thereafter, the Respondent made two
payments of Rs.5,00,000/- each. If these admitted figures are
taken into account, after giving credit for the two payments, the
amount represented by the three cheques comes to Rs.36,18,398/-.
This calculation is being made only for considering the interim
protection. It is not a final finding about the total amount payable
under the Agreement.

25.   The next question is regarding Clause 6.3 of the Agreement.
The said clause provides:

      “In the event the Buyer commits a breach of the terms of this
      Agreement, then the Seller norwithstanding any other
      provision to the contrary have the right to terminate this
      Agreement and shall have the right to de-install and take
      back the physical possession of the Equipment from the
      Buyer's premises / Buyer's Site and the Buyer shall forfeit
      any amounts paid by the Buyer to the Seller vide this
      Agreement.”
26.   This clause gives the Seller a right, in case of breach by the
Buyer, to terminate the Agreement and to de-install and take back
physical possession of the Equipment. Thus, the clause provides for



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a consequence which is more than merely securing payment of
money. The Petitioner relies upon Clause 6.3 and submits that
since the Respondent failed to make the agreed payments, there
was a breach of the Agreement and the Petitioner is therefore
entitled to take back the Equipment. There is some substance in
the submission that Clause 6.3 protects the Petitioner's interest in
the Equipment. But the clause says that the Seller has the right to
"terminate this Agreement" and has the right to "de-install and take
back the physical possession". Therefore, the right to take back
possession is connected with termination of the Agreement.

27.   The Respondent has submitted that no termination notice
was issued or served upon it. From the material placed before the
Court, I do not find sufficient material to show that the Petitioner
issued and served a termination notice in accordance with the
Agreement before seeking an order for taking back possession of
the Equipment. The communications relied upon by the Petitioner
may show that payment was demanded, and that arbitration was
invoked. But they do not show, from the material available, that
the   Agreement    was   terminated    by   exercising      the     right
contemplated under Clause 6.3.

28.   I, therefore, record a prima facie finding that there is no
sufficient material before the Court to hold that the Agreement
stood terminated in accordance with Clause 6.3. This finding is
based only upon the material produced before the Court. It does
not mean that the Petitioner has no right to terminate the
Agreement. It does not mean that the Respondent has complied
with all its obligations. Whether there was a valid termination and



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what consequences are to follow from the alleged breach can be
considered by the Arbitral Tribunal after considering the complete
material.

29.   For this reason, I am not inclined to grant prayer clause (a)
at this stage, by which the Petitioner seeks handing over of
possession of the Equipment. Such a direction would have a
mandatory effect. When there is no sufficient material showing
termination in terms of Clause 6.3, directing the Respondent to
hand over possession may go beyond what is required for
protecting the subject matter of the arbitration.

30.   The same applies to the prayer for appointment of the Court
Receiver with power to take physical possession of the Equipment.
The Equipment is admittedly installed at the premises of the
Respondent. The Respondent says that it is using the Equipment in
the ordinary course of its business. There is no material before the
Court showing that the Respondent has tried to sell, transfer,
remove or create any third-party right in respect of the Equipment.
The concern of the Petitioner regarding possible damage, removal
or encumbrance cannot be completely ignored. But on the present
material, the more serious step of taking physical possession away
from the Respondent is not required.

31.   The submission of Mr. Yadav regarding delay requires
consideration. The Equipment was delivered in July 2025. The
cheques were dishonoured in September and November 2025. The
arbitration notice was issued on 6 February 2026 and the present
Petition was filed in April 2026. It is therefore clear that the




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Petitioner did not approach the Court immediately after the first
default. The Petitioner says that discussions between the parties
continued and that the Respondent was asking for time and
making part-payments. Therefore, the delay by may not be enough
to reject the Petition. But it is a circumstance which is relevant
while considering whether the drastic mandatory reliefs should be
granted at this stage.

32.   There is some substance in the submission of the Respondent
that the claim has a monetary part which can be decided in
arbitration. But the present case is not only about recovery of
money. The Agreement contains an express provision regarding
retention of ownership. Clause 1.7 states that ownership remains
with the Seller until the total Sale Price is paid. The Equipment is
still with the Respondent. Therefore, the Petitioner's concern
regarding protection of the Equipment cannot be said to be
without any basis. The interests of both parties can be protected
without immediately taking back the Equipment. The Respondent
can continue to retain the Equipment for the present. However,
suitable conditions can be imposed so that the Equipment is not
sold, transferred, alienated, encumbered, removed or damaged. In
this manner, the Equipment can remain protected and the final
rights of the parties can be decided in arbitration.

33.   I now come to prayer clause (d). The Petitioner seeks a
direction to the Respondent to deposit Rs.32,02,910/- before the
Court or to furnish a bank guarantee for the same amount. The
Respondent disputes this particular figure. Ordinarily, a disputed
amount cannot be treated as established merely for granting



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interim relief. But at this stage, the Court is not required to settle
the accounts between the parties. In the present case, there are
three dishonoured cheques of Rs.15,39,466/- each. The total
amount of the three cheques is Rs.46,18,398/-., the Respondent
admittedly   paid    Rs.5,00,000/-    on   7   January     2026      and
Rs.5,00,000/- on 2 April 2026. After giving credit for these two
payments, the amount represented by the dishonoured cheques
comes to Rs.36,18,398/-. The amount of Rs.32,02,910/- claimed
in prayer clause (d) is therefore less than this amount. I am
conscious that the amount represented by the dishonoured
cheques may not by finally decide the liability of the Respondent
under the Agreement. There may be questions regarding other
invoices, taxes, installation charges, adjustments or other credits.
These matters can be considered by the Arbitral Tribunal. But for
considering interim protection, the three dishonoured cheques, the
amounts mentioned in them, the admitted part-payments and the
conduct of the Respondent provide sufficient material to require
security for the amount claimed by the Petitioner.

34.   The submission that the Respondent is carrying on a running
business and that taking away the Equipment may affect its
business operations requires consideration. At this stage, the Court
should avoid passing an order which may unnecessarily stop or
disturb the Respondent's business when the dispute can be
protected by a less serious measure. Requiring security instead of
immediately taking away the Equipment would therefore be a
more balanced course.




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35.   I am, therefore, satisfied that the Petitioner has made out a
prima facie case for securing the monetary claim to the extent
stated in prayer clause (d). The balance of convenience supports
such protection. The Respondent had issued cheques for a
substantial amount. Those cheques were dishonoured and only
part-payments were made. At the same time, directing the
Respondent to deposit the amount in Court may affect its working
funds. Furnishing a bank guarantee for an equivalent amount
would protect the interest of the Petitioner without immediately
taking the money out of the Respondent's business.

36.   Prayer clause (d), therefore, deserves to be granted to the
limited extent that the Respondent shall furnish a bank guarantee
of Rs.32,02,910/- to the satisfaction of the Court. This direction is
only an interim measure. It shall not be treated as a final finding
that Rs.32,02,910/- is the exact amount finally payable by the
Respondent. The Arbitral Tribunal shall remain free to examine the
accounts and determine the final liability of the parties according
to law and the evidence placed before it.

37.   As regards protection of the Equipment, some limited
protection is necessary. The Respondent admittedly has possession
of the Equipment and Clause 1.7 records that ownership remains
with the Seller until payment of the total Sale Price. At the same
time, there is no sufficient material to show that the Respondent
has attempted to dispose of or remove the Equipment. It is
therefore appropriate to protect the Equipment without taking it
away from the Respondent.




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38.   The Respondent should, therefore, be restrained from
selling, transferring, alienating, encumbering or creating any third-
party rights in respect of the Equipment. The Respondent should
preserve the Equipment in its present condition and at its present
location. It should not dismantle, damage or remove the
Equipment without permission of the Court. The Petitioner may
inspect the Equipment by giving reasonable prior notice to the
Respondent. These directions will protect the subject matter of the
dispute without finally deciding whether the Petitioner is entitled
to repossession.

39.   I have considered the judgment relied upon by Ms. Nair,
namely Essar House Private Limited v. Arcellor Mittal Nippon Steel
India Limited, (2022) 11 SCC 1. The submission of the Petitioner
regarding the wide power of the Court under Section 9 is relevant.
The Court can grant suitable interim protection where the facts
require such protection. However, the relief to be granted has to
depend upon the facts of the particular case. The existence of
power under Section 9 does not mean that every relief prayed for
has to be granted. This is particularly so when immediate
possession of the Equipment would substantially affect the
Respondent's rights and the question of termination has not been
sufficiently established at this stage.

40.   Accordingly, the following order is passed:

      i)    The Respondent shall, pending the hearing and final
      disposal of the arbitral proceedings, furnish a Bank
      Guarantee of Rs.32,02,910/- in favour of the Petitioner and




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to the satisfaction of this Court. The Bank Guarantee shall be
furnished within a period of four weeks from the date of this
order and shall remain valid until orders of the Arbitral
Tribunal or this Court;

ii)    The Respondent shall preserve and protect the
equipment supplied under the Equipment Purchase and Sale
Agreement dated 14 July 2025 and shall maintain the same
in its present condition;

iii)   The Respondent, its partners, servants, and agents are
restrained from selling, transferring, alienating, encumbering
or creating any third-party rights in respect of the said
equipment;

iv)    The Respondent shall not remove the said equipment
from its present location without obtaining prior permission
of this Court;

v)     The Respondent shall not dismantle, damage or
otherwise interfere with the said equipment;

vi)    The Petitioner and/or its authorised representatives
shall be entitled to inspect the said equipment at the
Respondent's premises upon giving reasonable prior notice to
the Respondent;

vii)   Prayer clauses (a), (b) and (f), seeking immediate
handing over of possession of the equipment, restraint
against its use or operation, and appointment of the Court
Receiver with power to take physical possession, are not




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granted at this stage;

viii) The direction contained in clause (i) above is an
interim measure and shall not be construed as a final
determination of the amount payable by the Respondent.
The Arbitral Tribunal shall be free to determine the accounts
and the respective rights and liabilities of the parties in
accordance with law;

ix)   All contentions of the parties on the merits of the
disputes, including the question of breach, termination of the
Agreement, the exact amount payable and the Petitioner's
ultimate entitlement to repossession of the equipment, are
kept open for determination in the arbitral proceedings;

x)    The Petition is disposed of in the above terms.

xi)   There shall be no order as to costs.


                                       (AMIT BORKAR, J.)




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