1. By the present Commercial Arbitration Petition, the Petitioner is seeking suitable interim and ad-interim reliefs against the Respondent for securing payment of Rs.8,27,00,000/- which, according to the Petitioner, has been admitted and undertaken to be paid by the Respondent under the Contract Agreement dated 28 March 2018 read with the Work Order dated 29 January 2018. The said agreement relates to construction of Building Nos. S3 and S4 in the project known as ‘Pushpanjali Residency Phase III’. The Petitioner submits that such reliefs are necessary because the Respondent has acted contrary to its own admissions and undertakings recorded in the Minutes of Settlement Meetings dated 13 December 2025 and 12 April 2026.

2. Facts and circumstances which have resulted in filing of the present Petition, as stated by the Petitioner, are as follows. The Petitioner, who is the Contractor, and the Respondent, who is the Developer, entered into a registered Contract Agreement on 28 March 2018. Under the said Agreement, the Petitioner was appointed as Contractor for construction of the New Building Nos. S3 and S4 in the project known as 'Pushpanjali Residency Phase III' situated at Village Owale, Ghodbunder Road, Thane (West). The agreed consideration was Rs.61,20,00,000/-. Under Clause 5 of the Contract Agreement, the Respondent had undertaken that the money received from sale of the 117 Earmarked Premises would be used only for payment of the Contract consideration to the Petitioner. On 15 October 2020, the parties confirmed an increase in the consideration on account of (a) Approval Expenses of Rs.4,51,11,134/-; and (b) additional approximate GST liability of Rs.2,00,00,000/-. Because of these additional payments, the total number of Earmarked Premises secured for the Petitioner was increased from 117 to 129 premises. In paragraph 23 of its Reply, the Respondent has admitted the contents of paragraph 6 of the letter dated 15 October 2020, under which the Petitioner became entitled to 129 Earmarked Premises. The Petitioner states that the Respondent did not perform its obligations within the time agreed under Clause 2 of the Contract Agreement. According to the Petitioner, this delay caused substantial loss, including increase in the cost of construction material.

3. On 15 April 2024, 7 June 2024 and 9 October 2024, because the Respondent had not made the required payments, the Petitioner sent emails requesting that payments be made to its sub-contractors, suppliers and vendors. These emails were sent about two years before the written admissions and acknowledgments relied upon by the Petitioner. According to the Petitioner, there is no dispute regarding the sending of these emails. The Petitioner submits that even the Affidavit filed by the Respondent does not show that payments were made to those third parties. According to the Petitioner, merely producing an internal ledger entry relating to third parties, without proving the contents of such entry, cannot establish that the payments were in fact made. On 13 December 2025, a joint meeting was held between the authorised representatives of the Petitioner and the Respondent for reconciling the amounts which were due and payable. The said meeting is referred to as the “First Settlement Meeting”. According to the Petitioner, in this meeting the Respondent acknowledged and admitted liability of Rs.8,27,00,000/-. The Petitioner states that, after detailed bifurcation, the amount was found to correctly total Rs.8,32,65,369/-. The terms discussed in the meeting were recorded in handwritten Minutes which were signed by the authorised representatives of both parties, namely Amaya Tandulkar and Swadesh Anand on behalf of the Petitioner and Mohan B Shinde on behalf of the Respondent. An action plan for making payment was recorded.

4. On 12 April 2026, the same representatives again met in what is referred to as the “Second Settlement Meeting”. In this meeting, according to the Petitioner, the parties agreed upon the manner in which the admitted amount was to be paid. The handwritten Minutes, duly signed by the representatives, recorded that: (i) Rs.3,53,00,000/- was to be paid by the Petitioner into escrow towards closure of the Barter Flats entry; (ii) the remaining amount of Rs.4,43,00,000/- was to be paid in tranches of Rs.50,00,000/- for every Rs.1,50,00,000/- realised from customers; and (iii) security cheques totalling Rs.7,96,00,000/-were to be kept with an escrow agent in tranches of Rs.50,00,000/-. The holding of the meetings, existence of the documents and the signatures appearing on them are not disputed. The signature of Mr. Mohan D. Shinde is not disputed. It is submitted that the signature appearing on the Minutes is the same as the signature appearing on the two Affidavits dated 14 August 2026 and 1 September 2026. The Petitioner states that the Respondent collected receivables of Rs.3,38,42,004/- from purchasers of the Earmarked Premises. However, the Respondent did not pay those amounts to the Petitioner and thereby acted contrary to Clause 5 of the Contract Agreement.

5. On 20 April 2026, the competent authorities granted the Occupation Certificate in respect of the New Buildings. According to the Petitioner, this showed that the construction work had been completed. The Petitioner states that after obtaining the Occupation Certificate, the Respondent, for the first time, went back from its earlier admissions. On 12 May 2026 and 22 May 2026, the Petitioner sent replies stating that the works had been satisfactorily completed and that the admitted amounts remained unpaid in terms of the settlement meetings. The Petitioner enclosed a detailed item-wise ledger reconciliation and comparative statement showing outstanding amounts and called upon the Respondent to make payment. The said emails referred to the settlement meetings and called upon the Respondent to come forward and raise any objection which it may have. The Respondent received those emails but did not give any response. The Petitioner submits that the objections now raised by the Respondent are an afterthought and amount to a moonshine defence.

6. After April 2026, the Petitioner came to know that the Respondent, without joining the Petitioner as a Confirming Party, had sold three out of the remaining eight Earmarked Premises, namely S3-2905, S4-2502 and S4-2905, to third-party purchasers. For this purpose, the Respondent executed and registered Agreements for Sale and received sale proceeds of approximately Rs.2,35,24,000/-. According to the Petitioner, the Respondent did not remit these amounts to the Petitioner. The Petitioner submits that the emails relied upon by the Respondent do not take away the Petitioner's rights under Clause 5 of the Contract Agreement. The Petitioner submits that the requirement of execution of an Agreement with the Petitioner being joined therein continues to apply and cannot be departed from. On 6, 7 and 9 July 2026, the Petitioner received communications from several purchasers of the Earmarked Premises. Those purchasers complained that, although the New Buildings had received the Occupation Certificate and they had completed their payment obligations, the Respondent was not offering them possession. According to the Petitioner, this situation exposed the Petitioner to the possibility of proceedings being initiated by such purchasers. On 14 August 2026, the Respondent filed its Affidavit in Reply.

7. On 21 August 2026, the Petitioner invoked arbitration under Section 21 of the Arbitration and Conciliation Act, 1996. Thereafter, on 1 September 2026, the Respondent filed an Additional Affidavit and produced tentative charts and internal ledger accounts relating to third parties. The Petitioner disputes these accounts and submits that they are unverified and unsupported by proper proof. According to the Petitioner, such internal accounts cannot be treated as reliable evidence merely because entries have been made in them. The Petitioner submits that the alleged entries in those accounts are from a period before the two written acknowledgments and admissions made by the Respondent.

8. Mr. Gauraj Shah, learned Advocate appearing for the Petitioner, submits that the Petitioner has a very strong prima facie case on merits. According to him, this is clear from the admissions and undertakings given by the Respondent in the First and Second Settlement Meetings. The submissions based on those meetings are as follows: (1) the Respondent has admitted that a sum of Rs.8,27,00,000/- (Rupees Eight Crore Twenty-Seven Lakhs Only) is payable to the Petitioner; (2) the said admitted amount was to be paid from the sale proceeds of Rs.15,33,00,000/- (Rupees Fifteen Crore Thirty-Three Lakhs Only) expected from sale of the Earmarked Premises; (3) the amount remaining towards Contract Consideration under the Contract Agreement together with Surplus was mutually calculated at Rs.6,48,00,000/- (Rupees Six Crores and Forty-Eight Lacs Only); (4) the amounts towards increase in the costs of pump, debris removal, basic rate of steel and difference in aluminium price were calculated at Rs.1,84,00,000/- (Rupees One Crore and Eighty-Four Lacs Only); (5) the amounts received by the Petitioner towards sale consideration of the Earmarked Premises, namely S4-2001, S3-2602, S4-2301, S4-2902, S4-3003 and S4-3004, were to be reversed; (6) the Lien Flats were valued at Rs.4,69,00,000/-(Rupees Four Crores and Sixty-Nine Laos Only); (7) the Petitioner was to pay Rs.3,53,00,000/- (Rupees Three Crores and Fifty-Three Laos Only) into the Respondent's Escrow account, after which the Barter Flats / units entries were to be closed; (8) regarding the balance amount of Rs.4,43,00,000/- (Rupees Four Crores and Forty-Three Lacs Only), the parties agreed that for every tranche of Rs.1,50,00,000/- (Rupees One Crore and Fifty Lacs Only) received from a customer, the Respondent would pay Rs.50,00,000/-(Rupees Fifty Lacs Only) to the Petitioner. If the said payment was not received from the customer, the Respondent was to make payment to the Petitioner proportionately; and (9) security cheques for Rs.7,96,00,000/- (Rupees Seven Crores and Ninety-Six Lacs Only) were to be kept with a third-party Escrow Agent in tranches of Rs.50,00,000/- (Rupees Fifty Lacs only).

9. Mr. Shah submits that the Respondent has not acted upon any of the above commitments and undertakings and has breached what it had agreed with the Petitioner. He submits that the Respondent thereafter took a completely new stand by sending a letter dated 20 April 2026 through email. Significantly, the said date was the date on which the Occupation Certificate for the New Buildings was obtained. According to the Petitioner, the stand taken in that letter is contrary to the terms recorded in the First and Second Settlement Meetings. It is submitted that the Respondent sold three out of the eight unsold Earmarked Premises which had been kept reserved for the Petitioner, without obtaining confirmation from the Petitioner. This is stated to be shown from the Index-II documents annexed as Exhibit-R, Exhibit-S and Exhibit-T. The Respondent, on its own, granted discounts, interest and rental compensation to purchasers of the Earmarked Premises for delay in completion of the project. According to the Petitioner, such delay was caused by the Respondent and the Respondent was not authorised by the Petitioner to grant such amounts.

10. Mr. Shah submits that, apart from the above facts, the conduct of the Respondent shows the following: (1) the Respondent does not intend to pay the amounts which it had admitted as payable to the Petitioner; (2) the Respondent may make deliberate attempts to delay or defeat payment of the admitted amounts; (3) the Respondent may continue to deal with or sell the remaining Earmarked Premises which had been kept as security for payment of the admitted amounts to the Petitioner; and (4) the Respondent does not treat the terms recorded in the First and Second Settlement Meetings as binding upon it. In support of his submissions, Mr. Shah relied upon the judgment of this Court in Paras H. Shah vs. Jigar P. Vora, Arbitration Petition (L) No.1769 of 2026, decided on 21 July 2026.

11. Mr. Shriram Kulkarni, learned Advocate appearing for the Respondent, submits that the Petitioner was appointed as Contractor for construction of Buildings S3 and S4 at its own cost. The agreed consideration under the Contract Agreement dated 28 March 2018 was Rs.61.20 Crores. The construction was required to be completed within 30 months from the date of the Agreement, with an additional grace period of two months. Initially, 117 premises were earmarked for securing the agreed consideration of Rs.61.20 Crores. According to the Respondent, the Petitioner was entitled to the said consideration only upon successful completion of the entire construction work.

12. According to Mr. Kulkarni, disputes arose between the parties on 15 October 2020. The disputes were thereafter settled by an understanding letter dated 15 October 2020. Under Clause 6 of that letter, the Petitioner agreed to obtain all necessary approvals for obtaining the full CC for Buildings S3 and S4. For this additional obligation, another 12 premises were earmarked for the Petitioner. Thus, the total number of earmarked premises became 129, subject to successful completion of the construction. The Respondent submits that the Petitioner thereafter delayed the construction and failed to complete the project during the period from 2020 to 2024.

13. The Respondent submits that, by email dated 12 January 2024, the Petitioner agreed to complete the project by June 2024. Thereafter, by email dated 23 February 2024, the Respondent reminded the Petitioner that the project was still incomplete and called upon the Petitioner to bear the liabilities arising because of the delay in construction. According to the Respondent, in April 2024 the Petitioner completely abandoned the project. The Respondent submits that the Petitioner breached important terms of the Agreement and consequently became disentitled from receiving the full consideration against all 129 premises. The Respondent submits that, by letter-cum-email dated 15 April 2024, the Petitioner requested the Respondent to pay approximately Rs.3.47 Crores to the Petitioner's vendors and suppliers on its behalf and debit that amount to the Petitioner's account. According to the Respondent, these were expenses which the Petitioner was required to bear in order to become entitled to the full consideration against the 129 premises. Similar requests were made by the Petitioner on 7 June 2024 for payment to its vendors and suppliers and again on 9 October 2024 for payment of approximately Rs.1.10 Crores to such vendors and suppliers on its behalf. The Respondent submits that these amounts were liabilities of the Petitioner and that the Petitioner had failed to fulfil the conditions required for claiming the full consideration against the 129 premises.

14. The Respondent submits that, by email dated 24 February 2025, the Petitioner gave its consent for sale of Flat S4 2502. Thereafter, by email dated 3 December 2025, the Petitioner gave consent for sale of Flats S3 2905 and S4 2905. According to the Respondent, the Petitioner deliberately did not disclose these emails and thereby created an artificial urgency and an artificial cause of action for filing the Petition under Section 9. The Respondent alleges that false statements were made in paragraphs 26 and 30 of the Petition and that these statements form the basis of the alleged urgency and cause of action for the Section 9 Petition. The Respondent submits that on 20 April 2026 it completed construction of Buildings S3 and S4 at its own cost. It is submitted that the Respondent obtained Swamih Funds from SBI for this purpose and thereafter obtained the Occupation Certificate. According to the Respondent, this became necessary because the Petitioner had abandoned the project in April 2024. It is submitted that, after obtaining the Occupation Certificate, the Respondent sent a letter by email dated 20 April 2026 informing the Petitioner that: (i) the Respondent was in the process of finalising the accounts; and (ii) subject to receipt of all balance amounts recoverable by the Respondent from customers of the flats sold by the Petitioner, the Respondent would proceed in the manner stated in the said communication. The Respondent stated that "after accounting for all expenses incurred and to be incurred in future for completing the project, including payments made towards sub-contractors, materials and other associated costs, the Respondent will determine the final balance position". It was stated that "in the event that any amount is found payable to Petitioner the same will be duly processed and paid to the Petitioner through Bank transfer."

15. The Respondent submits that it had clearly informed the Petitioner that, after finalisation of the accounts, if any amount was found payable to the Petitioner, the same would be paid. According to the Respondent, this communication clearly raised a dispute regarding finalisation of the accounts and superseded the alleged Settlement Meetings dated 13 December 2025 and 12 April 2026. The Respondent points out that the Petitioner did not reply to the said letter and email. The Respondent submits that, instead of replying to the Respondent's email dated 20 April 2026, the Petitioner referred to the purported Settlement Meeting dated 13 December 2025 and, by email dated 12 May 2026, called upon the Respondent to review and release the amounts. The Respondent submits that on 22 July 2026 the Petitioner filed the Section 9 Petition without first invoking Section 21 of the Arbitration and Conciliation Act.

16. On 14 August 2026, the Respondent filed its Reply and opposed the Petition. The grounds raised by the Respondent include the following: (a) the Petitioner had made false statements on oath regarding urgency, cause of action and the alleged sale of flats without the Petitioner's knowledge; (b) material facts had been suppressed by the Petitioner; (c) the Petitioner had created a false and self-made cause of action; (d) no real urgency was shown in the Petition; (e) the Petitioner had committed serious defaults under the contract and the Respondent had made payments which were required to be borne by the Petitioner; (f) there were serious disputes regarding settlement of accounts between the parties and regarding the Respondent's counter-claim and set-off; (g) there was a serious dispute regarding the alleged admitted liability said to have been recorded in the Minutes of Settlement Meetings; and (h) the maintainability of the Section 9 Petition was disputed in the facts and circumstances of the case, including in view of the invocation of Section 11 proceedings by the Petitioner.

17. The Respondent submits that, on 21 August 2026, the Petitioner issued a notice under Section 21 to overcome the objection raised in the Reply regarding maintainability of the Petition under Section 9. Thereafter, on 1 September 2026, the Respondent filed an Additional Affidavit. In that Affidavit, the Respondent placed on record the amounts paid by it to the Petitioner's vendors and suppliers. The Respondent produced a chart showing that it had incurred approximately Rs.93 Crores towards costs and payments to the Petitioner, as against the original contract amount of Rs.61.20 Crores. According to the Respondent, because of these payments and expenses, finalisation of the books of accounts is necessary before the actual amount, if any, payable to the Petitioner can be determined.

18. The Petition was argued in 2026. The Respondent submits that, during the arguments, the Petitioner relied upon the alleged Settlement Meetings dated 13 December 2025 and 12 April 2026. According to the Petition, it is alleged that an amount of Rs.8.27 Crores was admitted as payable in those meetings, which were allegedly held before One Saheb of Thane. On that basis, the Petitioner sought an interim direction for deposit of Rs.8.27 Crores. The Petitioner sought deposit of Rs.2,35,24,000/- towards the sale proceeds of three flats, namely S3 2905, S4 2502 and S4 2905. The Petitioner sought an injunction in respect of Flat Nos. S3 104, S3 3001, S3 3002, S3 3005 and S4 3005. According to the Respondent, therefore, the entire basis of the prayers in the Petition is the alleged Settlement Meetings dated 13 December 2025 and 12 April 2026, said to have been held before One Saheb of Thane.

19. The Respondent submits that it has disputed the alleged Settlement Meetings dated 13 December 2025 and 12 April 2026. It submits that, by its email dated 20 April 2026, it called upon the Petitioner to provide accounts regarding the balance amounts recoverable from customers in respect of flats sold by the Petitioner and called upon the Petitioner to settle the accounts. The Respondent relies upon its Reply dated 14 August 2026, in which it is stated that the Petitioner had abandoned the project and that the Respondent had thereafter completed the construction. According to the Respondent, it incurred more than Rs.16 Crores towards completion of the project, although those costs were required to be incurred by the Petitioner under the Contract. The Respondent submits that it has incurred total costs of approximately Rs.93 Crores against the original consideration of Rs.61.20 Crores. The Respondent submits that, in view of the pleadings of the Petitioner, the entire claim requires proper adjudication. According to the Respondent, the books of accounts of both parties have to be examined and settled before any amount can be determined as payable. For this reason, the Respondent suggested before the Court that both parties should mutually appoint an auditor and place their respective claims before such auditor so that the accounts could be examined and the dispute could be settled. The Respondent submits that, despite this proposal, the Petitioner did not give any response.

20. The Respondent submits that a plain reading of Section 9 shows that the Court can grant interim measures in appropriate cases. According to the Respondent, prayer clauses (a) to (c) of the Petition can be considered with reference to Section 9(1)(ii)(b), which deals with securing the amount in dispute in the arbitration. Prayer clause (d), according to the Respondent, can be considered with reference to Section 9(1)(ii)(d), relating to an interim injunction or appointment of a Court Receiver. The Respondent submits that it is settled law that while exercising powers under Section 9 of the Arbitration and Conciliation Act, the Court applies the principles applicable under the Code of Civil Procedure, 1908. According to the Respondent, Section 9(1)(ii)(b) and (d) have to be considered with reference to Order 38 Rule 5 of the CPC. Under Order 38 Rule 5, the Court may secure the amount in dispute when the required conditions are established. These conditions include that: (a) the Defendant is about to dispose of the whole or any part of his property; or (b) the Defendant is about to remove the whole or any part of his property from the local limits of the jurisdiction of the Court. According to the Respondent, none of the above requirements has either been pleaded or established by the Petitioner. Therefore, unless the Petitioner satisfies the Court that the conditions under Order 38 Rule 5 of the CPC are fulfilled, the Petitioner is not entitled to the reliefs sought. The Respondent submits that the power to pass a decree on the basis of an admission is different from the power to grant an interim measure under Section 9. According to the Respondent, the prayers made by the Petitioner are substantially based upon alleged admissions.

21. The Respondent submits that, even if the Petitioner is able to establish that a decree can be passed on the basis of an admission, such power can be exercised by the learned Arbitrator during the arbitration proceedings. According to the Respondent, Section 9 cannot be used for obtaining such relief. With regard to prayer clauses (c) and (d), the Respondent submits that the Petitioner had already consented to sale of the relevant flats. Such consent was given by email dated 24 February 2025 in respect of Flat S4 2502 and by email dated 3 December 2025 in respect of Flats S3 2905, S4 2905, S3 3005 and S4 3005. The Respondent submits that Order 12 Rule 6 of the CPC permits the Court to pronounce judgment on admissions made either in the pleadings or otherwise. However, Section 9 of the Arbitration and Conciliation Act concerns interim measures. According to the Respondent, an interim measure of the nature sought by the Petitioner cannot be granted under Section 9 in the facts of the present case. This is particularly so, according to the Respondent, where there has been suppression of facts and false statements have allegedly been made for creating an artificial urgency and cause of action. The Respondent submits that the judgment relied upon by the Petitioner was decided on different facts and that, in the present case, there is no clear admission of liability.

22. The Respondent submits that the matter requires detailed examination of the accounts of both parties and finalisation of the books of accounts. According to the Respondent, such exercise cannot be carried out in a summary manner in proceedings under Section 9, particularly when the Petitioner relies upon only one side's version of the alleged Settlement Meetings and when those meetings themselves are disputed and surrounded by serious questions requiring adjudication.

REASONS AND FINDINGS:

23. I have considered the submissions of both learned Advocates and material relied upon by both sides. From this material, it is seen that the dispute is not only about whether some amount is payable. The Petitioner's main case is on the admissions which were made by the Respondent in the First and Second Settlement Meetings. The Respondent says that the accounts were never settled and that it had spent large amounts for completing the project and for paying the Petitioner's vendors and suppliers. At the same time, from the Respondent's own case and the documents, it is seen that there was a continuing contract between the parties where the Earmarked Premises were kept as security for the amount which may become payable to the Contractor.

24. Therefore, first the Contract Agreement has to be seen. Under Clause 1, the Petitioner was appointed as Contractor for construction of the New Buildings for contract consideration of Rs.61,20,00,000/- plus applicable GST. The Contractor was required to start the work within 31 days and complete it within 30 months from the Project Commencement Date, with grace period of two months. The Agreement contains provisions regarding approvals and duties of both parties. Thus, there were obligations on both sides. Whether the delay from 2020 to 2024 was due to the Petitioner or due to the Respondent cannot be decided in these proceedings only from one or two communications. This is more relevant because the Respondent has relied upon paragraph 23 of its Reply. In that paragraph, the Respondent says that under Clause 6 of the letter dated 15 October 2020, which was countersigned by the Respondent, the obligation for obtaining approvals and full Commencement Certificate was "revised and shifted from the Respondent to the Petitioner for valuable consideration as stipulated therein." This statement made by the Respondent in its own Reply is required to be seen. The letter dated 15 October 2020 is a signed document. It records an arrangement and understanding between the parties inance of the Principal Agreement. Clause 5.2 mentions additional approval expenses of Rs.4,51,11,134/- and GST costs of Rs.2,00,00,000/-. Clause 5.3 mentions another amount of Rs.1,40,00,000/- towards TDR. Clause 6 thereafter deals with the arrangement of the Agreed Premises and Additional Earmarked Premises in relation to obtaining full C.C. for Buildings S3 and S4. Clause 8 of the said letter is important. It says that the understanding was binding on both parties and would continue along with the Principal Agreement. It says that if the Principal Agreement was terminated, the said arrangement would be revoked and the parties would have their independent remedies for their respective claims and dues. Therefore, the letter dated 15 October 2020 cannot be looked at as merely an ordinary letter without any effect. It was meant to continue with the Principal Agreement. The signatures of both parties show that the arrangement was accepted by them.

25. Therefore, the Respondent is right to some extent that the responsibility for approvals cannot be seen only from the original position under the Contract Agreement. But from this alone it cannot be said that the Petitioner committed all the defaults stated by the Respondent. It cannot be said that the Respondent had no liability under the original Agreement. The original Agreement contains obligations regarding approvals and C.C. and provides consequences where delay in approvals or other matters attributable to the Developer resulted in stoppage of construction. The Agreement deals with delay relating to approvals and title matters and contemplates that additional costs arising from such matters could be borne by the Developer. Therefore, the Respondent's case that the Petitioner alone was responsible for the whole delay cannot be accepted.

26. The correspondence of January and February 2024 needs to be seen. By email dated 12 January 2024, the Petitioner stated that construction was expected to be completed by June 2024. Then, by communication dated 23 February 2024, the Respondent referred to the project being incomplete and stated that the liabilities arising from delay would be debited to the Petitioner. These communications show that there was a serious dispute about completion of the project at that time. But the later communications dated 15 April 2024 and 9 October 2024 sent by the Petitioner regarding payments to vendors and suppliers show that construction related payments were being discussed between the parties. The document dated 15 April 2024 gives details of outstanding payments to suppliers relating to S3 and S4. The communication dated 9 October 2024 gives a payment requisition of Rs.1,10,81,699/- towards contractors and suppliers. These documents alone do not decide which party was required to pay each amount. But they do show that the dealings between the parties were continuing at that time. Therefore, they cannot be treated as documents made later only for filing the present Petition.

27. The Respondent's contention that the Petitioner abandoned the project in April 2024 has to be seen with this material. There is material showing that after April 2024 the Respondent took steps to complete the project. The Respondent says that it spent substantial amounts and thereafter obtained the Occupation Certificate. But whether the entire amount claimed as expenditure was spent, whether the Petitioner was required under the contract to bear it, and whether all such expenditure can be adjusted against the Petitioner's entitlement are matters requiring detailed examination of evidence and accounts. On the material available, the figure of Rs.93 Crores claimed by the Respondent cannot be treated as binding upon the Petitioner. At the same time, the Petitioner's case cannot be accepted only because the Respondent admits that substantial amounts were spent or some payments were made to vendors. The Contract Agreement gives a particular method for payment through the Earmarked Premises. It records that the Earmarked Premises were kept as security for the Contract Consideration payable by the Developer to the Contractor. More importantly, the Respondent had undertaken that the proceeds received from sale of the Earmarked Premises would be used towards Contract Consideration, Contractor's Entitlement and Developer's Entitlement and for no other purpose. The Agreement provides for release of amounts to the Contractor by the agreed method after the relevant invoice or debit note is raised. Therefore, the Earmarked Premises were not merely flats kept there for convenience. They had a purpose under the Contract. They were part of the security arrangement between the parties. This is important while considering the Petitioner's prayer for protecting the remaining unsold Earmarked Premises.

28. The Petitioner depends upon the First and Second Settlement Meetings. According to the Petitioner, in the First Settlement Meeting dated 13 December 2025, the Respondent acknowledged liability of Rs.8,27,00,000/-. Thereafter, in the Second Settlement Meeting dated 12 April 2026, the parties agreed about the manner in which the amount was to be paid. The Respondent disputes the effect of these Minutes and says that the books of accounts were never closed. The Respondent relies upon its communication dated

20 April 2026. According to the Respondent, in that communication it was stated that the accounts were still being finalised and that "after accounting for all expenses incurred and to be incurred in future for completing the project, including payments made towards sub-contractors, materials and other associated costs, the Respondent will determine the final balance position" and that "in the event that any amount is found payable to Petitioner the same will be duly processed and paid to the Petitioner through Bank transfer."

29. There is some substance in what the Respondent says that the exact final amount payable between the parties may still have to be decided. The Petitioner's own case mentions detailed bifurcation and claims Rs.8,27,00,000/-, whereas it is stated that after detailed bifurcation the amount correctly comes to Rs.8,32,65,369/-. The Petitioner has referred to escalation, reversals, lien flats, barter flats, customer receivables and other adjustments. These are matters which cannot safely be treated as proved only by taking one figure from the settlement discussions and leaving aside the other matters between the parties. But the Respondent cannot ignore the settlement discussions. This is not a case where the Petitioner is relying only upon some oral statement said to have been made in a meeting. As per the material relied upon by the Petitioner, representatives of both parties attended the meetings and handwritten Minutes were prepared and signed. Even the defence of the Respondent is about the effect of those Minutes and the amount which may be payable after adjustments. The real question is whether the amount mentioned in the Minutes can be taken as a final admission after considering all the accounts and adjustments. This difference has to be kept in mind.

30. The letter dated 15 October 2020 shows why the later settlement discussions cannot be considered completely from the original contract. The letter records an agreed arrangement inance of the Principal Agreement. It contemplated payment through inventory and mentioned Additional Earmarked Premises. The parties had recorded their understanding regarding the earlier allegations and contentions. Therefore, the later discussions have to be looked at in the background of the continuing relationship and the changes which had already taken place in the obligations of both parties.

31. The Respondent has relied upon the fact that the Petitioner had consented to sale of certain Earmarked Premises. There is some material in support of this. The email dated 24 February 2025 concerning Flat S4-2502 records that the parties could proceed with registration of the agreement. The later correspondence of November and December 2025 concerns NOCs for S3-2905, S3-3005, S4-2905 and S4-3005. One communication says that the email was to be treated as confirmation for sale of the flats mentioned therein. Therefore, the Petitioner's broad statement that it had never consented to sale of any of these premises cannot be accepted in such complete manner. But consent for sale of particular premises cannot mean that the Respondent got a unlimited right to sell all the Earmarked Premises or to disregard the payment method under the Contract Agreement. The consent communications have to be seen with reference to the particular flats and transactions mentioned in them. Such consent alone does not mean that the Petitioner gave up its security over all the remaining Earmarked Premises.

32. The Contract Agreement treats the Earmarked Premises as security for the Contractor's entitlement. It contains a representation by the Developer regarding its dealings with those premises. The Agreement records that the Developer had represented that it had not entered into any agreement for sale or authorised any other person to deal with the Earmarked Premises in the New Buildings. The effect of this representation may require consideration. But it does show that the parties had given importance to how the Earmarked Premises were to be dealt with.

33. Therefore, the later sale of three premises and receipt of the sale consideration becomes relevant. The Petitioner says that the Respondent received the sale proceeds and did not pay them to the Petitioner. The Respondent says that the Petitioner had consented to some of these sales. This explanation may be relevant for those flats where actual consent is shown. But even if sale of a particular flat was consented to, the question remains about how the sale proceeds were to be dealt with under the Contract Agreement. Consent for sale of a flat by does not mean consent to ignore the arrangement regarding the sale proceeds. The earlier emails of the Petitioner regarding payments to vendors and suppliers, to some extent, make the Respondent's case that these claims were created later somewhat less clear. The emails dated 15 April 2024 and 9 October 2024 show that payments to contractors and suppliers were being discussed even at that time. The document dated 9 October 2024 records a total payment requisition of Rs.1,10,81,699/-. However, these communications alone do not prove that every amount mentioned was paid by the Respondent or that every such payment can be recovered from the Petitioner. They only show that such payment liabilities were being discussed between the parties at the relevant time.

34. The Respondent's submission that it spent more than Rs.93 Crores against the original consideration of Rs.61.20 Crores cannot decide the dispute. The amount spent and the amount which can be recovered from the other party may not be the same. For this, the supporting vouchers, accounts, basis of the expenditure, actual payments, adjustments against the Contractor's entitlement and treatment of sale proceeds will require examination. Therefore, the Respondent's suggestion for detailed audit has relevance for final decision. But this does not remove the Petitioner's or security rights.

35. I find that two things have to be kept separate. First, the Petitioner's exact final monetary claim of Rs.8,27,00,000/- cannot at this interim stage be treated as decided merely because that figure appears in the settlement discussions. The Respondent has raised disputes regarding payments, adjustments, and accounts. All these matters cannot be decided in the present Section 9 proceedings. Secondly, merely because such disputes exist, it does not mean that the Petitioner has no prima facie claim or that the Respondent is free to deal with the security created under the Contract Agreement.

36. The Respondent's reliance on its email dated 20 April 2026 does not alter this position. If the Respondent says that the books were still open and were required to be finalised, that issue can be considered in arbitration. But that communication alone does not answer the Petitioner's case that earlier settlement discussions had taken place where amounts and the method of payment were discussed and recorded. It is important that the Respondent's own communication proceeds on the basis that some amount may be found payable to the Petitioner. Therefore, it cannot be treated as statement that nothing was payable.

37. The Respondent's case about abandonment of the project cannot be treated as proved. There is material showing that the Respondent spent amounts after April 2024 and thereafter completed the project. But the Contract Agreement contains provisions regarding the obligations of both parties and the consequences of delay attributable to either party. The Agreement recognises that delay in approvals and other matters connected with the Developer could affect the construction period and costs. Therefore, merely because the Respondent completed the construction, it does not follow that every additional expenditure incurred by the Respondent is recoverable from the Petitioner.

38. The next question is about interim protection. In my view, some protection is required. If the Respondent is directed to pay the whole amount of Rs.8,27,00,000/- to the Petitioner, it will come to giving the final monetary relief before the accounts and competing claims are decided. The Court should not make the Section 9 proceeding into a final decision about an amount which is still disputed on account of accounts and adjustments. A direction to furnish security is somewhat different. Such security is for keeping the amount in dispute protected until the learned Arbitral Tribunal decides the final rights of the parties. In the present case, the Petitioner has shown a prima facie arrangement under which the Earmarked Premises were to provide security. The Respondent has dealt with some of these premises and received sale proceeds. The correspondence concerning the remaining flats shows that sale and NOC arrangements were being considered while the payment dispute was continuing. In these circumstances, preservation of sufficient security becomes necessary.

39. The conduct of the Respondent after the settlement discussions is one circumstance to be considered. The Petitioner says that even after the discussions and the amounts stated to have been agreed, the Respondent continued with sales and did not release the amounts claimed by the Petitioner. The Respondent says that the sales were either consented to or were otherwise permissible and that the accounts were still being finalised. At this stage, there is no sufficient material to hold that the Respondent acted with dishonest intention. Such a finding cannot be made merely from the present material. But when all the circumstances are seen together, there is reasonable concern that if protection is not granted, the final arbitral award may face difficulty in being effectively enforced.

40. The judgment relied upon by the Petitioner in Paras Hemant Shah, has to be seen in its background. The principle which may help the Petitioner is that repeated written acknowledgements and conduct showing acceptance of liability can be considered while deciding whether interim security is required. But the present matter is not a case of an undisputed debt. There are issues regarding adjustments, vendor payments, settlement terms, sale proceeds and competing accounts. Therefore, the final amount has to be decided after adjudication.

41. Regarding the remaining Earmarked Premises, the Petitioner has a stronger case for protective relief. The Contract Agreement treats these premises as security for the Contract Consideration and provides how the proceeds from their sale are to be dealt with. Therefore, if the remaining security is disposed of while the dispute is pending, the Petitioner may suffer prejudice. However, the correspondence relied upon by the Respondent regarding S4-2502 and the flats mentioned in the December 2025 NOC correspondence cannot be left aside. The email dated 24 February 2025 records permission to proceed with registration concerning S4-2502. The December 2025 correspondence records confirmation concerning S3-2905, S3-3005, S4-2905 and S4-3005. Therefore, an injunction covering even those premises for which the Petitioner had given consent would be more than what is necessary. The protection has to be limited to the premises where no such consent is shown and which are still available as security to the Petitioner.

42. I find that the Petitioner has established a prima facie case regarding the security, the continuing monetary dispute and the need for protection during the arbitral proceedings. The balance of convenience requires that the security be preserved. If the Respondent proves that the Petitioner is not entitled to the amount claimed, temporary preservation of the property will not prejudice the Respondent because the restraint is only for the relevant period and will remain subject to the final decision. But if the remaining security is sold or encumbered and the Petitioner succeeds, an arbitral award may not give an equally effective remedy.

43. I do not accept the Respondent's submission that the Petition must fail only because the accounts between the parties require adjudication. Accounting and interim protection can both remain at the same time. The learned Arbitral Tribunal can decide the final entitlement after considering the accounts, payments, set-offs, counterclaims and the effect of the settlement discussions. At this stage, this Court is concerned with seeing that the arbitral remedy does not become ineffective.

44. At the same time, the Petitioner's prayer for direct deposit of Rs.8,27,00,000/- cannot be granted in the manner sought. The material available does not justify treating the whole amount as admitted and without any adjustment. The Respondent's submission that the accounts require examination cannot be said to have no basis. The Petitioner's own case contains different parts of the claim, while the Respondent has produced material regarding payments and expenses. These matters require adjudication. The proper course, therefore, is to protect the amount in dispute without deciding the complete monetary claim. In the facts of the case, the Respondent shall be required to furnish security of Rs.8,27,00,000/- to the satisfaction of this Court. This direction does not mean that the Court has decided that the Petitioner is entitled to exactly Rs.8,27,00,000/-. The purpose is only to keep the amount claimed by the Petitioner secured until the learned Arbitral Tribunal decides the respective rights and liabilities of the parties.

45. The prayer for payment of Rs.2,35,24,000/- towards the alleged sale proceeds of three premises needs to be considered. The material shows that there were communications permitting sale of some premises. Therefore, immediate payment of the entire sale consideration to the Petitioner should not be ordered without examining whether those sales were covered by the consent given, what exact amount was received and how the proceeds were to be adjusted under the Contract Agreement. However, the security and the accounting of these sale proceeds have to be preserved so that the learned Arbitral Tribunal can properly decide the entitlement of the parties.

46. Likewise, regarding prayer (d), injunction covering all the flats mentioned in that prayer would be wider than required in view of the consent correspondence relied upon by the Respondent. The restraint should apply only to such unsold Earmarked Premises for which no consent for sale has been shown and which continue to stand as security under the Contract. The Respondent shall not create third-party rights, encumber or part with possession of such premises during the pendency of the arbitral proceedings without leave of the Court or without giving adequate alternative security to the Petitioner.

47. The Petitioner's prayer for disclosure of assets can be considered to some limited extent. Once the Court finds that security is required and there are competing claims about the position of the Respondent, some disclosure may be necessary to make the security order effective. But such disclosure should be limited to what is reasonably required for securing the monetary claim. It cannot be treated as a final finding that the Respondent intends to defeat or obstruct the Petitioner's claim.

48. In view of the foregoing discussion and for the reasons recorded hereinabove, the following order is passed:

i) The Respondent shall, within a period of four weeks from the date of this order, furnish security for a sum of Rs.8,27,00,000/- (Rupees Eight Crores Twenty Seven Lakhs only), being the amount prima facie claimed by the Petitioner, by furnishing an unconditional and irrevocable Bank Guarantee issued by a Scheduled Commercial Bank in favour of the Petitioner;

ii) The Bank Guarantee shall be unconditional, irrevocable and payable on demand, without demur, protest or reference to the Respondent. The Bank Guarantee shall remain valid during the pendency of the arbitral proceedings and for a period of six months thereafter. In the event the arbitral proceedings are not commenced within the period contemplated by law, the Bank Guarantee shall remain subject to further orders of the competent Court;

iii) The Respondent shall keep the aforesaid Bank Guarantee alive and valid throughout the period for which security is required. The Respondent shall furnish a renewal of the Bank Guarantee at least four weeks before its expiry, failing which the Petitioner shall be at liberty to seek appropriate further orders from the Court;

iv) In the alternative, and at the option of the Respondent, the Respondent may deposit a sum of Rs.8,27,00,000/- with the Prothonotary and Senior Master of this Court by way of fixed deposit with a nationalised or Scheduled Commercial Bank, initially for a period of one year, with renewal from time to time until further orders of the Court or the final determination of the arbitral proceedings, whichever is earlier;

v) The Respondent shall not sell, transfer, alienate, encumber, create any third party rights or otherwise deal with the remaining unsold Earmarked Premises forming part of the contractual security in favour of the Petitioner, except with prior permission of this Court or upon furnishing equivalent security to the satisfaction of the Court;

vi) This restraint shall not apply to any particular premises in respect of which the Petitioner has given written consent for sale, including the premises in respect of which such consent is established from the correspondence relied upon by the parties. However, the Respondent shall maintain a complete account of the sale consideration received from every such premises and shall not appropriate the amount contrary to the terms of the Contract Agreement;

vii) In respect of any Earmarked Premise proposed to be sold hereafter, the Respondent shall, before creation of any third party right, disclose to the Petitioner the particulars of the premises, proposed sale consideration and the proposed purchaser. The sale consideration attributable to the contractual security shall be duly accounted for and shall remain subject to the final determination of the rights and entitlements of the parties in arbitration;

viii) The Respondent shall file an affidavit disclosing the present status of all the remaining Earmarked Premises, giving, in respect of each premises, its flat number, building number, area, present status, whether sold or unsold, whether any agreement for sale has been executed, whether any consideration has been received, and whether any third party right or encumbrance has been created;

ix) The Respondent shall also disclose on affidavit the sale consideration received from the Earmarked Premises which have already been sold, together with the date of sale, the purchaser's name, the amount received, the amount appropriated and the present balance, if any;

x) The security directed under this order shall be without prejudice to the respective rights and contentions of the parties;

xi) The acceptance of such security by the Petitioner shall not amount to acceptance of the Respondent's defence regarding expenditure, adjustments, set-off, counterclaim, vendor payments or any other amount claimed by the Respondent;

xii) The question as to the final amount payable by either party, shall be decided by the learned Arbitral Tribunal on the basis of the evidence and contractual rights of the parties;

xiii) The Respondent shall not, during the pendency of the arbitral proceedings, do any act which has the effect of defeating or materially reducing the security furnished pursuant to this order without obtaining prior permission of the Court;

xiv) The Petitioner shall take steps for commencement of the arbitral proceedings in accordance with law within the prescribed period;

xv) The interim protection granted by this order shall continue until the learned Arbitral Tribunal passes appropriate orders concerning security, subject to any further order passed by this Court;

xvi) It is clarified that nothing contained in this order shall prevent either party from seeking appropriate relief before the learned Arbitral Tribunal or the competent Court in accordance with law;

xvii) The Petition is accordingly partly allowed in the above terms;

xviii) There shall be no order as to costs.