Bhupesh Kumar Dhingra & Ors. vs Rajeev Behl
- Court
- Delhi High Court
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Reserved on : 27.10.2026
Pronounced on: 05.11.2026
Uploaded on: 05.11.2026
# CNR No. DLHC010377952026
+ FAO(OS) (COMM) 216/2026, CM APPL. 54403/2026, CM
APPL. 54404/2026, CM APPL. 54405/2026, CM APPL.
61759/2026, CM APPL. 61760/2026
BHUPESH KUMAR DHINGRA & ORS. .....Appellants
Through: Mr. Saurabh Dev, Mr. Karan Singh,
Mr. Sridhar Jha, Advs.
versus
RAJEEV BEHL .....Respondent
Through: Mr. Manish Vashisht, Sr. Adv. with
Mr. Gaurav Gupta, Mr. Thakur Ankit
Singh, Advs.
CORAM:
HON'BLE MR. JUSTICE ANIL KSHETARPAL
HON'BLE MR. JUSTICE BHARAT PARASHAR
JUDGMENT
BHARAT PARASHAR, J.
1. The present appeal is filed under Section 37 of the Arbitration
and Conciliation Act, 1996 (“ A & C Act ”), read with Section 10(1) of
the Delhi High Court Act, 1966 and Section 13(1A) of the Commercial
Courts Act, 2015. It challenges the order dated 03.07.2026 passed by
the learned Single Judge in O.M.P.(I) (COMM.) 129/2026 (hereinafter,
the “ Impugned Order ”) vide which, the petition filed by Mr. Rajeev
Behl (the Respondent herein) under Section 9 of the Act was allowed.
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 1 of 15
The appellants herein namely Mr. Bhupesh Kumar Dhingra, M/S S.S.
Con-Build Pvt. Ltd. (“ SSCBPL ”) and M/S Suridhi Commercial Infra
Pvt. Ltd. (“ Suridhi ”) (Appellant Nos. 1, 2 and 3 respectively herein),
were the Respondents in O.M.P.(I) (COMM.) 129/2026 in which the
Impugned Order was passed.
FACTUAL MATRIX
2. Brief facts of the case, as are relevant for the purpose of the
present Appeal, are as under:
3. Respondent Mr. Rajeev Behl was one of the three original
promoters of the Realtech Group, along with Mr. Yogesh Gupta and
Mr. Pankaj Dayal. On 05.12.2006, they formed a company called
Realtech Infrastructure Limited (“ RIL ”) with the three promoters as its
equal shareholders.
4. Appellant No. 2 (SSCBPL) was incorporated in 2006, jointly
owned and controlled by the Dhingra Group and the Realtech Group
(each holding a 50% stake), as a Special Purpose Vehicle. Its primary
purpose was to develop a commercial mall (“ Project ”) on a plot
allotted by the Delhi Development Authority (“ DDA ”). A perpetual
lease deed was executed by DDA in favour of Appellant No. 2
(SSCBPL) on 10.05.2007, upon payment of about Rs. 100 crores.
According to the Appellants, the funds infused in Appellant No. 2
(SSCBPL) by RIL and Appellant No. 1 (Mr. Bhupesh Kumar Dhingra)
and his associates were used to pay the bid amount for the plot and
construction of the Project.
5. Owing to certain inter se disputes, the three promoters of RIL on
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 2 of 15
02.06.2011 entered into a Memorandum of Understanding (“ MOU-I ”)
to divide the businesses of the Realtech Group amongst themselves.
The Project allegedly fell to the share of Rajeev Behl (Respondent).
The Appellants were not signatories to MOU-I.
6. Pursuant thereto, on 20.09.2011, a second Memorandum of
Understanding (“ MOU-II ”) was executed between the Respondent,
Appellant No. 1 and Appellant No. 2. It recognised the Respondent as
the person entitled to represent RIL‟s interest in the Project. It is
important to note that RIL was not a party to MOU-II. According to the
Appellants, MOU-II was executed on the representation of the
Respondent that MOU-I had been accepted by RIL and by the other two
promoters.
DISPUTE RELATED TO MOU-I
7. Subsequently, certain disputes again arose between the three
promoters of RIL with respect to the implementation of MOU-I. The
matter accordingly came to be referred to arbitration before Justice
(Retd.) S.B. Sinha as Sole Arbitrator. The Respondent Rajeev Behl,
among other reliefs, sought the declaration that he was the 50%
shareholder of Appellant No. 2 (SSCBPL) in place of RIL. He also
sought a declaration that he was entitled to deal with the advance of Rs.
51.80 crores of RIL standing in the books of Appellant No. 2
(SSCBPL). During the period when the aforesaid arbitration was
pending, a Settlement was arrived at between Rajeev Behl and Mr.
Pankaj Dayal and they accordingly entered into a Settlement
Agreement dated 16.12.2015.
8. The Ld. Arbitrator thereafter passed an award dated 28.01.2018,
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 3 of 15
vide which he declared MOU-I as valid and binding. It was also held
that the rights of the Realtech Group in the Project stood vested with
Rajeev Behl. The award also accepted and incorporated the Settlement
Agreement of 16.12.2015 in the award. However, it is the contention of
the Appellants that the MOU-I Arbitration Award refused to declare the
Respondent as the successor-in-interest of RIL and consequently they
refused to transfer RIL‟s shareholding and advances to the Respondent.
The MOU-I Arbitration Award was challenged by Mr. Pankaj Dayal
under Section 34 of the Act but the same was dismissed on 29.10.2018
in O.M.P. (COMM.) 449/2018. The parties are in dispute with respect
to the interpretation of the Award.
9. However, during the pendency of the abovesaid Arbitration,
certain units of about 33,000 sq. ft. in the Project were leased to „M/s
Total Properties Maintenance LLP‟ by Appellant No. 2 SSCBPL vide
lease deed dated 14.09.2015 at the instance of Rajeev Behl (Respondent
herein). The entity M/s Total Properties Maintenance LLP is stated to
be owned by the brother-in-law of Rajeev Behl. On 07.10.2015, RIL
objected to the continuation of the Respondent (Rajeev Behl) on the
board of Appellant No. 2 (SSCBPL) as its nominee and accordingly he
was removed from the board of Appellant No. 2 (SSCBPL) on
14.01.2016. Respondent (Rajeev Behl), however, states that the
Extraordinary General Meetings dated 14.12.2015 for appointment of a
new director and 14.01.2016 for removal of Respondent as the director
of Appellant No. 2 (SSCBPL) were held without notice to him.
10. Subsequently, the lease dated 14.09.2015 was cancelled
unilaterally by SSCBPL vide letter dated 03.03.2016. The cancellation
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 4 of 15
of the said lease deed was also challenged by Rajeev Behl in yet another
arbitration before Justice (Retd.) P.K. Bahri, the Sole Arbitrator. The
validity of the lease deed was upheld by the Arbitral Tribunal vide
award dated 19.02.2018.
DIVESTMENT AGREEMENT
11. Subsequently, on 18.01.2018, a Divestment Agreement was
executed. Under the said agreement, it is stated by the Appellants that
RIL divested its stake in Appellant No. 2 (SSCBPL) and recovered a
substantial part of its advances. By the said agreement, the stake of RIL
in the Project was transferred to Appellant No. 3 (Suridhi). The
Respondent claims that he became aware of the said agreement only on
16.07.2019 and alleges that it is a sham transaction on account of it
being unstamped, unregistered and without board resolutions and
executed solely with a view to defeat his rights. He also alleges that
Appellant No. 3 (Suridhi) is a company owned and controlled by
Appellant No. 1 (Mr. Bhupesh Kumar Dhingra) and his family
members only.
OTHER PARALLEL PROCEEDINGS
12. In 2016, the Respondent filed several proceedings before the
Company Law Board, now the NCLT. C.P. No. 13/2016 was dismissed
vide order dated 23.08.2024 as the Respondent was held not to be a
shareholder in Appellant No. 2 (SSCBPL) in his personal capacity.
However, in Company Appeal (AT) No. 275/2024, the NCLAT
directed on 29.08.2024 that status quo be maintained as to the share
position and the properties of Appellant No. 2 (SSCBPL) as on the date
of the NCLT judgment. C.P. No. 55/2016, concerning rectification of
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 5 of 15
the register of Appellant No. 2, is also stated to be pending.
13. It is important to note that several other proceedings were filed
over the years by the Parties. The lease of Appellant No. 2 (SSCBPL)
was cancelled by DDA. Appellant No. 2 (SSCBPL) challenged this
cancellation in W.P.(C) 5217/2022 and W.P.(C) 3364/2023. Its
possession was protected by orders dated 31.03.2022 and 13.04.2022.
In W.P.(C) 6868/2023, filed by the Respondent, the Sub-Registrar was
restrained on 19.05.2023 from registering further documents for the
Project. Appellant No. 2 (SSCBPL) applied for vacation of the order
dated 19.05.2023 in W.P.(C) 6868/2023. Following a decision of DDA
dated 25.11.2024, the lease of Appellant No. 2 (SSCBPL) was restored
and a Conveyance Deed dated 20.12.2024 was executed by DDA in
favour of Appellant No. 2 (SSCBPL). The Respondent states that he
came to know of it on 08.09.2025 and the same has been challenged by
him in W.P.(C) 5470/2025. Allegations regarding registration of
documents and restoration of the lease have also led to W.P.(Crl.)
844/2025. Certain contempt petitions are also stated to be pending
between the parties.
14. In 2023, an enforcement petition, O.M.P.(ENF.)(COMM.)
140/2023, was filed by the Respondent in respect of the MOU-I
Arbitration Award. The Respondent also filed a Petition under Section
9, O.M.P.(I)(COMM.) 259/2023, against RIL and others. Interim
protection in respect of the property at City Emporium Mall,
Chandigarh was granted therein vide order dated 14.08.2023. The
petition was subsequently disposed of as infructuous on 22.07.2025,
while directing that the interim protection already granted would
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 6 of 15
continue till disposal of the enforcement petition.
SECTION 9 APPLICATION AND THE IMPUGNED ORDER
15. In light of the aforementioned developments, the Respondent
invoked arbitration vide legal notice dated 18.02.2026 under Clause 9
of MOU-II. Simultaneously, he filed a Section 9 application by way of
O.M.P.(I) (COMM.) 129/2026 in which the Impugned Order was
passed. In the application, the Respondent sought to restrain the
Appellants from creating third-party rights in, or otherwise dealing
with, 50% of the saleable area of the Project.
While disposing of the said application vide order dated
03.07.2026, it was held by the Ld. Single Judge that the documents
relied on by the Respondent disclosed a bona fide and arguable claim,
sufficient for establishing a prima facie case at the Section 9 stage. The
objections raised by the Appellants herein were held to be disputed
questions which related to the effect of the MOU-I Arbitration Award
and MOU-II and the Divestment Agreement. The issue of limitation
was also held to be a mixed question of law and fact to be adjudicated
by the Arbitral Tribunal.
16. It was further noted that substantial inventory had already been
sold or allotted and that multiple proceedings were pending between the
parties and thus creation of any further third-party rights would
complicate the enforcement of any eventual award. The balance of
convenience was thus held to be in favour of the Applicant (Respondent
herein). It was also observed that if further third-party rights in the
Project are created, the same would cause irreparable injury and
prejudice to the Applicant. The learned Single Judge also held that
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 7 of 15
Section 9 powers are not limited to parties to the arbitration agreement
only. However, the question whether Appellant No. 3 (Suridhi) is
bound by the arbitration agreement was left for the Arbitral Tribunal to
decide.
17. The Appellants have thus preferred this appeal against this
Impugned Order.
18. Additionally, it is important to note that initially the interim
protection/injunction granted by the Impugned Order was to hold good
till the constitution of the Arbitral Tribunal. However, vide order dated
18.08.2026 passed on an application by Rajeev Behl seeking
clarification/modification, the learned Single Judge of this Court
further extended the interim protection/injunction granted by the
Impugned Order till the adjudication of the application under Section
17 of the Arbitration and Conciliation Act, 1996 by the Arbitral
Tribunal. The said order dated 18.08.2026 has, however, not been
assailed in the present Appeal.
OBJECTIONS BY THE APPELLANTS
19. We now turn to the objections raised by the Appellants herein
against the Impugned Order. It has been challenged on the following
grounds:
a) It has been contended that the Respondent made no independent
investment in Appellant No. 2, either towards shareholding or towards
area in the Project. The investment was made by RIL. The claim of the
Respondent to the Project rests entirely on his claim to the rights, title
and interest of RIL under MOU-I.
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 8 of 15
b) It is further submitted by the Appellants that the findings and the
operative part of the MOU-I Arbitration Award were not properly
considered by the learned Single Judge. It has been contended that the
MOU-I Arbitration Award does not declare the Respondent to be the
successor-in-interest of RIL in respect of its shareholding and advances
in Appellant No. 2.
c) It has also been contended that the subsequent conduct of the
Respondent was not considered by the Ld. Single Judge. The MOU-I
Arbitration Award was not taken up for execution for nearly five and a
half years, and implementation of MOU-II was also not sought against
Appellant No. 2.
d) Furthermore, it has been contended that the cause of action, if any,
lies against RIL and not against the Appellants. By the Divestment
Agreement, the disputed area of the Project and the rights thereto were
surrendered to Appellant No. 3, and the advances were received by
RIL. It is stated that this action of RIL has not been questioned by the
Respondent.
e) Additionally, the Ld. Single Judge erred in holding the claims to be
within limitation, despite the alleged cause of action having arisen on
03.03.2016, upon cancellation of the lease, and 18.01.2018, upon
execution of the Divestment Agreement, of which the Respondent had
knowledge since 16.07.2019. It was further contended that the Ld.
Single Judge wrongly placed the onus upon the Appellants to dispute
the Respondent's claims.
f) It has also been submitted that the Ld. Single Judge failed to
appreciate that, despite substantial portions of the Project having
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 9 of 15
already been sold to third parties, the injunction was extended to cover
such areas without the concerned third parties being impleaded.
g) The settled principles governing the grant of interim injunctions, as
laid down in Colgate Palmolive (India) Ltd. v. Hindustan Lever Ltd . ,
(1999) 7 SCC 1, and American Cyanamid Co. v. Ethicon Ltd . , [1975]
A.C. 396, with regard to the balance of convenience, irreparable injury
and adequacy of damages as an alternative remedy are stated not to
have been properly considered.
h) Additionally, the Ld. Single Judge failed to take into consideration
the earlier proceedings, particularly O.M.P.(I)(COMM.) No. 259/2023
and O.M.P.(ENF.)(COMM.) No. 140/2023. According to the
Appellants, no interim relief had been granted in the former
proceedings and this Court had declined to issue notice to RIL in the
enforcement proceedings.
ANALYSIS AND FINDINGS
20. We have heard the arguments and carefully perused the record.
21. At the outset, it will be pertinent to mention that the learned
Single Judge while deciding the application under Section 9 of the
A&C Act vide order dated 03.07.2026 has elaborately dealt with the
principal contentions raised by the Appellants herein. All the three
essential ingredients which are taken into consideration before granting
interim relief have been specifically dealt with viz. (i) the existence of a
prima facie case in favour of the Petitioner, (ii) balance of convenience
in favour of grant of interim relief and (iii) irreparable injury or loss
likely to be suffered by the Petitioner in case no interim relief is
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 10 of 15
granted. It is also well settled that an appellate court would not interfere
with the exercise of discretion by the court of first instance merely
because another view may be possible. Interference would be
warranted where the discretion is shown to have been exercised
arbitrarily, capriciously or perversely, or contrary to the settled
principles governing grant of interim relief. Reference in this regard
may be made to Wander Ltd. v. Antox India (P) Ltd. , 1990 Supp SCC
727.
22. However, before adverting to the various grounds raised in the
present Appeal, it will also be worthwhile to mention that the parties
have been engaged in a series of proceedings inter se , as noticed above
and also elaborately mentioned by the learned Single Judge in the
Impugned Order.
23. Insofar as the claim of the Appellants that the Respondent Rajeev
Behl never acquired the interest of RIL in Appellant No. 2 is concerned,
the learned Single Judge, while dealing with the said contention, has
observed by way of a prima facie view that the same raises a serious
dispute between the parties which would fall for adjudication in the
proposed arbitration proceedings. In respect of the said disputes, a
Petition captioned ARB.P. 919/2026 under Section 11 of the Act has
also been filed. It is also undisputed that the Respondent was initially
inducted into Appellant No. 2 as a representative of RIL and that certain
units in the Project were subsequently leased by Appellant No. 2 to M/s
Total Properties Maintenance LLP at the instance of the Respondent.
24. Thus, it is apparent that the aforesaid sequence of events raises
serious disputes between the parties which are amenable to final
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 11 of 15
adjudication in the arbitral proceedings. It cannot, therefore, be said at
this stage that the Respondent Rajeev Behl had no locus standi to file a
Petition under Section 9 of the Act. The existence of the arbitration
agreement under MOU-II as between the Respondent and Appellant
Nos. 1 and 2 is not in dispute. Whether Appellant No. 3 is bound by the
arbitration agreement has been left open for determination in the
arbitral proceedings. Thus, it cannot be said that the Respondent had no
right to seek interim protection under Section 9 of the Act pending
adjudication of the disputes.
25. The contention that the Respondent‟s cause of action, if any, lies
only against RIL also cannot be accepted at this stage. MOU-II itself
was executed between the Respondent and Appellant Nos. 1 and 2. The
subsequent cancellation of the lease and the Divestment Agreement
also form part of the disputes raised by the parties regarding the Project.
Whether the Respondent ultimately succeeds in establishing an
enforceable right is a matter for adjudication in the arbitral proceedings.
At the stage of considering interim protection under Section 9 of the
Act, his claim cannot be held to be ex facie untenable.
26. As regards the issue of limitation raised by the Appellants herein,
in the facts of the present case, the learned Single Judge was of the view
that the issue of limitation involves disputed questions of law and fact
and ought to be determined by the Arbitral Tribunal after the parties get
a chance to lead their respective evidence. Relying on the principles in
ITW Signode India Ltd. v. Collector of Central Excise , (2004) 3 SCC
48 and Uttarakhand Purv Sainik Kalyan Nigam Ltd. v. Northern Coal
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 12 of 15
Field Limited , (2020) 2 SCC 455, the Court left the said issue for
determination by the Arbitral Tribunal.
27. As regards the contention regarding the duration of the interim
protection, we note that although vide order dated 03.07.2026 the
interim relief was granted till the constitution of the Arbitral Tribunal,
the same was subsequently extended vide order dated 18.08.2026 till
the adjudication of the application under Section 17 of the Act by the
Arbitral Tribunal. The order dated 18.08.2026 has not been challenged
in the present Appeal. We therefore find no ground to interfere with the
Impugned Order on this count.
28. The Appellants have also contended that substantial portions of
the Project already stand transferred in favour of third parties who were
not before the learned Single Judge. In this regard, it is pertinent to note
that the interim protection granted by the learned Single Judge operates
against the Appellants and is intended to restrain the creation of further
third-party rights in respect of the subject matter of the dispute. The
learned Single Judge has observed that, having regard to the nature and
number of proceedings pending between the parties and the fact that
substantial inventory has already been sold or allotted, creation of
further third-party rights may complicate the enforcement of any
eventual arbitral award. We find no infirmity in the grant of such
protection for preservation of the subject matter pending arbitration.
Insofar as any existing transferee claims that an independent right
already vested in it is prejudicially affected by the interim order, such
right would remain open to be asserted by the concerned transferee in
accordance with law.
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 13 of 15
29. We are, therefore, in agreement with the learned Single Judge
insofar as the interim protection restrains the Appellants from creating
further third-party rights pending consideration of the matter by the
Arbitral Tribunal. The Impugned Order cannot, however, be
understood as adjudicating upon or prejudicing any independent rights
already acquired by third parties who were not before the learned
Single Judge. Any such rights, if asserted, would necessarily have to be
considered in accordance with law.
30. The learned Single Judge has also observed that the jurisdiction
under Section 9 of the Act is not, in all circumstances, confined to the
grant of relief which has no effect upon a non-signatory. We do not
consider it necessary to examine that proposition any further in the
present Appeal. The restraint under the Impugned Order is directed
against the Appellants and persons claiming through or under them for
preservation of the subject matter of the proposed arbitration.
31. As regards the interpretation and effect of the earlier arbitral
awards relied upon by the parties, the learned Single Judge observed
that the rival contentions raise disputed questions regarding the rights
claimed under MOU-I and MOU-II, which ought not to be finally
determined at the stage of proceedings under Section 9 of the Act. The
learned Single Judge was of the view that, without entering into the
merits of those rival claims, the material placed on record disclosed a
prima facie case in favour of the Respondent Rajeev Behl. The balance
of convenience was also found to be in his favour and it was observed
that, in the absence of interim protection, he may suffer irreparable
injury/loss. The reliance placed by the Appellants upon
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 14 of 15
O.M.P.(I)(COMM.) No. 259/2023 does not advance their case. Interim
protection in respect of the Chandigarh property had in fact been
granted in those proceedings and, when the petition was disposed of as
infructuous on 22.07.2025, the said protection was continued till
disposal of the enforcement petition. Likewise, the order dated
08.08.2023 in O.M.P.(ENF.)(COMM.) No. 140/2023 merely directed,
at the initial stage, issuance of notice to Judgment Debtor Nos. 1 and 2.
The said order does not contain any adjudication upon the liability of
RIL or upon the entitlement of the Respondent to interim protection in
the present proceedings.
32. Thus, in view of the aforesaid discussion, we are of the
considered opinion that the Appellants have failed to demonstrate any
perversity, material error in the appreciation of the facts, or
misapplication of the settled principles governing grant of interim
relief, so as to warrant interference with the discretion exercised by the
learned Single Judge. The present Appeal is, accordingly, dismissed.
33. In the facts and circumstances of the case, there shall, however,
be no order as to costs.
BHARAT PARASHAR, J.
ANIL KSHETARPAL, J.
th
NOVEMBER 5 , 2026/ DH/KT
Signature Not Verified
Signed By:JYOTI
Signing Date:05.11.2026
18:22:23
FAO (OS) (COMM) 216/2026 Page No. 15 of 15