Zunaid Mohammed Khalil Ahmed vs Bhadelia Usmangani Aftab & Ors.

By the present Arbitration Petition filed under Section 9 of the Arbitration and Conciliation Act, 1996, hereinafter referred to as the Arbitration Act, the Petitioner seeks urgent ad interim and interim protection. The Petitioner seeks orders restraining the Respondents from selling, transferring, assigning, creating any charge or encumbrance, or creating any third party rights in respect of the assets of the Firm. The Petitioner seeks to restrain the Respondents from withdrawing funds otherwise than in the ordinary course of business and from diverting any business opportunity, goodwill, customers, funds or assets belonging to the Firm.

The facts and circumstances, as stated by the Petitioner, which have led to filing of the present petition, are as follows. The Petitioner and the Respondents entered into a Partnership Deed on 3 October 2024 for jointly carrying on the business of a cafe under the name and style of “BASQUE BY BREVE”. Under the said Partnership Deed, the parties agreed that the profit and loss of the partnership business would be shared amongst them in the manner provided in Clause 4 of the Partnership Deed, as under:

Sr. Share in

Name of Partner

No. Profit

Mr. Bhadelia Usmangani Aftab 15%

Mr. Bhadelia Farhaz Aftab 15%

Mr. Bhadelia Aftab Iqbal 15%

Mr. Zunaid Mohammed Khalil Ahmed 55%

Total 100%

Under the said Partnership Deed, the parties agreed to jointly carry on the cafe business and to provide hospitality services as may be mutually decided between them. Clause 9 of the Partnership Deed provided that Respondent Nos. 1 and 2 would look after the day-to-day management and affairs of the partnership business. The other partners were to assist whenever necessary. It was agreed that decisions concerning the business would be taken after mutual consultation between the partners.

According to the Petitioner, the Respondents have failed to distribute the profits in accordance with Clause 4 of the Partnership Deed. The Petitioner therefore alleges that the Respondents have acted contrary to the terms agreed between the partners. It is alleged that the Respondents have violated Clause 12 of the Partnership Deed by not properly maintaining or making available the books of accounts. According to the Petitioner, the accounts of the Firm have not been drawn up and signed by the partners as required.

The Petitioner states that, despite making repeated oral requests, the Respondents only provided the bank statement of the proprietorship concern of Respondent No. 1, namely M/s Breve Café. According to the Petitioner, this proprietorship concern is different from the partnership business carried on under the name “Basque by Breve”. The Petitioner therefore contends that the bank statement of M/s Breve Café does not show the true financial affairs of the Partnership Firm. It is on this basis that the Petitioner alleges that the Respondents have acted without proper transparency and in breach of the terms of the Partnership Deed.

The Petitioner states that, despite repeated follow-ups and reminders, the Respondents did not open a separate bank account for the business carried on under the name “Basque by Breve”. According to the Petitioner, even though the cafe business is being carried on in the name and style of “Basque by Breve” as a partnership business, no separate bank account has been opened for the said business. The Petitioner alleges that even a GST account has not been opened for conducting the partnership business. According to the Petitioner, these circumstances have resulted in a situation where the financial transactions and business affairs of the Partnership Firm are not separately and clearly maintained.

The Petitioner states that there is a genuine and reasonable apprehension that the Respondents may attempt to defeat or affect the rights claimed by the Petitioner under the Partnership Deed dated 3 October 2024. This apprehension is stated to arise because of a Memorandum of Understanding dated 10 February 2026 executed between Respondent No. 1 and Mr. Khalil Ahmed, who is the father of the Petitioner.

The said Memorandum of Understanding relates to a proposed cafe business at Shop No. 7, Pearl Heaven CHS Ltd., 86 Chapel Road, near Carmel Church, Bandra West, Mumbai. Under the said Memorandum of Understanding, Respondent No. 1 and Mr. Khalil Ahmed are stated to have agreed to enter into a separate business arrangement in which profits and losses would be shared in the ratio of 50:50. According to the Petitioner, the existence of this subsequent arrangement gives rise to an apprehension that the Respondents may rely upon it in a manner affecting the rights and interests of the Petitioner under the earlier Partnership Deed.

The Petitioner submits that the Memorandum of Understanding dated 10 February 2026 does not, by itself, result in novation, substitution, modification, or extinguishment of the Partnership Deed dated 3 October 2024. According to the Petitioner, the Memorandum of Understanding concerns a separate and proposed business venture between Respondent No. 1 and the Petitioner's father. It does not record any agreement between the existing partners for dissolution of the Partnership Firm. It does not record any agreement for changing the ownership structure of the existing partnership business or for converting the partnership business into a proprietorship concern. The Petitioner therefore contends that the rights and obligations arising under the Partnership Deed dated 3 October 2024 continue to remain unaffected merely because of the subsequent Memorandum of Understanding.

Mr. Narvankar, learned Advocate appearing for the Petitioner, invited my attention to the Deed of Partnership. He submitted that, under the said Deed, the partnership business was agreed to be carried on in the name and style of “BASQUE BY BREVE”. According to him, Clause 4 of the Deed provided that the Petitioner was entitled to 55% share in the profits of the partnership business. He submitted that, under Clause 6, the Petitioner was required to contribute an amount of Rs.35,000/-towards capital, which amount, according to him, has been paid by the Petitioner. He relied upon Clause 19(iii) of the Deed and submitted that the Respondents were required not to act in any manner which may endanger the property, guarantee, or affairs of the partnership. He then invited my attention to the profit and loss account at Exhibit B and submitted that the same shows that the business had earned a profit of Rs.30,85,745/-.

Mr. Narvankar then invited my attention to Exhibit E-1, which is the registration certificate of “BREVE CAFE”. He submitted that the said certificate shows that the business is registered as a proprietorship concern for the purposes of Goods and Services Tax under the Maharashtra Goods and Services Tax Act, 2017. He submitted that thereafter the Petitioner made several requests to the Respondents for furnishing the necessary documents and for payment of his share in the profits. However, according to him, the Respondents did not furnish the required documents. He submitted that the Respondents have now raised a defense that the Petitioner did not make payment as allegedly required under Clause 6 of the Partnership Deed. However, according to the learned Advocate, the Petitioner’s father, Mr. Khalil Ahmed, had paid an amount of about Rs.64 lakh to the Respondents, and this amount ought to have been treated as payment made on behalf of the Petitioner. He submitted that the receipt or document relating to the Memorandum of Understanding dated 10 February 2026 does not clearly mention the purpose for which the amount paid by the Petitioner’s father was received. He submitted that the Respondents have not placed any material on record to show that, at any time, the Petitioner was called upon to make any contribution in terms of Clause 6 of the Partnership Deed.

Mr. Narvankar invited my attention to page 201 of the record, which contains a ledger account maintained in the name of the Petitioner’s father. According to him, the said ledger shows payment of Rs.1 lakh. He relied upon a message sent by the Respondent to the Petitioner’s father. According to the learned Advocate, the Respondent stated in the said message that whatever money was being received from the Petitioner’s father was being diverted towards a new project and that payment would be made once the outlet started functioning. He submitted that this message supports the case of the Petitioner that the amounts received from his father were being used in connection with the business project.

Mr. Narvankar submitted that the defence of the Respondents is that the payments made by the Petitioner’s father were part of a separate transaction and had no connection with the transaction between the Petitioner and the Respondents. He submitted that the Respondents have taken a stand that the Partnership Deed dated 3 October 2024 is not in existence, although the said Deed was admittedly executed between the parties. He submitted that the Respondents have contended that, apart from the amount of about Rs.62 lakh, the Petitioner did not contribute any amount for setting up the business or for meeting its day-to-day expenses, despite repeated requests. The Respondents have contended that “BASQUE BY BREVE” is a brand name owned and operated by M/s. Breve Cafe, which is the sole proprietorship concern of Respondent No.1, and that the licenses, including the Gumasta Certificate, stand in the name of M/s. Breve Cafe. Mr. Narvankar submitted that these circumstances cannot take away the rights of the Petitioner arising under the Partnership Deed. He, therefore, submitted that the Petitioner has made out a case for grant of the reliefs prayed for in the petition.

On the other hand, Mr. Khan, learned Advocate appearing for the Respondents, submitted that M/s. Breve Cafe is a proprietorship concern which came into existence in the year 2021. He invited my attention to the application for registration under the Maharashtra Goods and Services Tax law made in the name of M/s. Breve Cafe as a proprietorship concern. According to him, the application shows that the concern has been in existence since 25 September 2021. He submitted that all licences relating to the said business stand in the name of the proprietorship concern.

Mr. Khan submitted that the partnership business contemplated under the Partnership Deed never commenced. According to him, the existing proprietorship business was never converted into a partnership concern because the Petitioner failed to make payments required under Clause 6 of the Partnership Deed. He submitted that the case regarding the alleged payment of Rs.62 lakh by the Petitioner’s father was not pleaded in the petition. According to him, this case was raised by the Petitioner only in the rejoinder filed after the Respondents had raised their defence.

Mr. Khan then invited my attention to the Memorandum of Understanding dated 10 February 2026 entered into between the Respondents and the Petitioner’s father. He submitted that Clause 2 of the said Memorandum of Understanding states that the Respondents were in the process of establishing and commencing the business operations of a new cafe under the name “BASQUE”, which is described in the Memorandum of Understanding as the “proposed cafe”.

According to Mr. Khan, the description of this proposed business is similar to the description of the business referred to in paragraph 2 of the Partnership Deed executed between the Petitioner and the Respondents. He submitted that Clause 4 of the Memorandum of Understanding records that the Petitioner’s father agreed to advance an interest-free amount of Rs.68 lakh to the proprietor for the proposed cafe. He submitted that the Memorandum of Understanding itself, therefore, shows the nature and purpose of the transaction between the Respondents and the Petitioner’s father.

Mr. Khan invited my attention to page 201, which contains the ledger account in the name of the Petitioner’s father. He submitted that the Respondents have stated on oath that no bank account of the alleged partnership firm was ever opened. He submitted that the case now made by the Petitioner that the amounts paid by his father were towards the Petitioner’s contribution to the partnership was not originally taken in the petition. According to him, this case was raised only after the Respondents, in their reply, took a specific defence that the transaction with the Petitioner’s father was an independent transaction.

Inviting my attention to Clause 6 of the Partnership Deed, Mr. Khan submitted that the obligation of the partners was not limited only to payment of Rs.35,000/- towards capital. According to him, the said clause provided that, if additional funds were required for the partnership business, the partners were required to bring in such additional amounts, which were to be shared equally amongst them. He submitted that the Respondents had required additional funds for the business, but the Petitioner did not make any such contribution. According to him, this failure of the Petitioner was the reason why the partnership business could not be commenced in the manner contemplated by the parties.

Mr. Khan then invited my attention to paragraph 22 of the petition. He submitted that the Petitioner has pleaded that the Memorandum of Understanding dated 10 February 2026 relates to a proposed and independent business venture and that it does not record any agreement between the existing partners regarding dissolution of the partnership, restructuring of ownership or conversion of the business into a proprietorship concern. He referred to paragraph 24 of the petition, wherein the Petitioner has stated that he has a reasonable apprehension that the Respondents may attempt to describe the partnership firm as a proprietorship concern or otherwise change the nature of the business so as to deprive the Petitioner of his alleged share in profits and management.

Mr. Khan submitted that these pleadings themselves show the case with which the Petitioner has approached the Court. According to him, the materials placed on record do not show that the partnership business was ever commenced or that the existing proprietorship business was converted into a partnership firm. He, therefore, submitted that the Petitioner has failed to make out a case for grant of any interim protection and that the present petition is liable to be dismissed.

I have considered the submissions made by both sides. I have considered the Partnership Deed dated 3 October 2024, the Memorandum of Understanding dated 10 February 2026 and the documents relied upon by the parties.

The first question is whether the document dated 3 October 2024 can be treated as creating a partnership arrangement between the Petitioner and the Respondents. The Partnership Deed placed on record records that the parties agreed to carry on business in the name and style of “BASQUE BY BREVE”. It shows that the proposed partnership business was to run a cafe and provide hospitality services. Clause 4 of the Deed deals with sharing of net profit or loss. The relevant portion reads as under:

Thereafter, the shares are shown as 15%, 15%, 15% and 55%. The Petitioner, Mr. Zunaid Mohammed Khalil Ahmed, is shown as having 55% share.

Therefore, there is a written arrangement between four persons for carrying on a cafe business and for sharing profit and loss in agreed proportions. The Respondents have not disputed execution of the Partnership Deed. According to them, though the Deed was executed, the partnership business never commenced because the Petitioner did not make financial contribution required for the business. The Respondents say that the business and all licenses continued in the name of an existing proprietorship concern, namely M/s. Breve Cafe.

This difference is important. One case is to say that there was never any partnership agreement between the parties. Another case is to say that an agreement was entered into, but the business contemplated under that agreement could not start or could not continue because one of the partners did not perform his obligation. The Partnership Deed cannot be ignored only because the Respondents say that the business under the Deed did not operate in the manner expected by the parties. Whether the Petitioner committed breach of any obligation, whether funds were required from him, whether any proper demand was made upon him and whether such demand was justified, are matters which may require evidence. Therefore, at this stage, the existence of the Partnership Deed and the obligations arising from it cannot be treated as if they never existed.

Clause 9 of the Partnership Deed, prima facie, supports the case that Respondent Nos.1 and 2 were given responsibility for the actual day-to-day management of the business. The clause states:

Thus, even according to the document agreed between the parties, the daily management was to be carried out by Respondent Nos.1 and 2. The Petitioner was not expected to independently run the business. At the same time, the clause says that all decisions were to be made in mutual consultation. Therefore, though Respondent Nos.1 and 2 were entrusted with daily management, this cannot mean that the other partners had no right to know about the affairs of the business or to seek relevant information concerning the same.

The Petitioner has relied upon the provisions relating to accounts and banking. The Partnership Deed shows that the bank or banks of the firm were to be mutually agreed between the partners and that the bank account or accounts could be operated by all or any of the partners acting for the firm. It provides that the accounts of the partnership business were to be drawn up and signed by the parties. The grievance of the Petitioner is that no separate bank account of the partnership was opened and that proper accounts were never supplied to him.

The Respondents have stated that there was no partnership bank account because the partnership business never commenced. They rely upon GST registration and other licenses standing in the name of M/s. Breve Cafe. According to them, M/s. Breve Cafe is an existing proprietorship concern functioning since 2021. This submission cannot be brushed aside. If the business was being carried on through a proprietorship concern and the licenses continued in the name of that concern, such circumstance is relevant while considering whether the actual cafe business was carried on as a partnership business or as business of the proprietorship.

However, merely because licenses and statutory registrations stand in the name of a proprietorship, the dispute does not come to an end. The real question would be whether, despite the existence of the proprietorship, the parties entered into a genuine arrangement to jointly conduct or establish the cafe business under the Partnership Deed. The Partnership Deed describes “BASQUE BY BREVE” as the name and style under which the partnership business was to be carried on. Whether the existing business was brought into the partnership, whether only a proposed outlet was intended to be operated through the partnership, or whether the partnership remained only on paper, cannot be decided in the present proceedings under Section 9.

The Petitioner has relied upon the profit and loss account at Exhibit B which, according to him, shows profit of Rs.30,85,745/-. If it is established that this profit and loss account relates to the business covered by the Partnership Deed, the Petitioner may have a substantial claim for his agreed share. At the same time, the Respondents dispute the connection between the business reflected in those accounts and the alleged partnership. Therefore, at this stage, the Court cannot direct deposit of 55% of Rs.30,85,745/- by proceeding as if the said amount is established as profit of the partnership business.

The Petitioner has next relied upon Clause 6 of the Partnership Deed. According to the parties, the Petitioner was required to contribute capital of Rs.35,000/-. The Deed contains a provision which reads:

The Respondents contend that the Petitioner did not bring amounts when additional funds were required and, therefore, the business contemplated under the Partnership Deed could not proceed.

The clause does show that there could be a requirement of excess funds for the partnership business. However, the clause does not show the exact date when such contribution became payable, the exact amount required from each partner, or any written demand made upon the Petitioner. The Respondents contend that requests were made to the Petitioner on several occasions. However, from the material referred to before the Court, there does not appear to be a specific demand showing the amount required from the Petitioner and the consequences which were to follow if he did not pay the same. Therefore, at this stage, it cannot be held that the Petitioner lost all his rights under the Partnership Deed only because the Respondents say that contribution was not made.

The Petitioner has tried to answer this defense by relying upon payments allegedly made by his father, Mr. Khalil Ahmed. According to the Petitioner, an amount of about Rs.62 lakh or Rs.64 lakh paid by his father should be treated as payment towards the Petitioner's contribution to the business. The Respondents dispute this case. According to them, the transaction with the Petitioner's father was independent.

In my view, the material relating to the Memorandum of Understanding dated 10 February 2026 becomes while considering this issue. The MoU is between Respondent No.1, who is described as “the Proprietor”, and Mr. Khalil Ahmed, who is described as “the Investor”. The MoU records that the Proprietor was engaged in different food and beverage businesses. It then states:

The address of the “Proposed Café” mentioned in the MoU is materially similar to the address mentioned in the Partnership Deed. The Partnership Deed refers to “BASQUE BY BREVE” and mentions the business location at Shop No.7, Pearl Heaven CHS Ltd., Chapel Road, Bandra West. The MoU refers to a new cafe under the name “Basque” at Shop No.7, Pearl Heaven CHS Ltd., 86 Chapel Road, Bandra West.

This similarity in the name and address raises an issue which cannot be ignored at this stage. It gives some support to the Petitioner's apprehension that the business arrangement with his father and the arrangement under the Partnership Deed may have some connection. At the same time, merely because the address and business name are similar, it cannot mean that every amount paid by the Petitioner's father was paid on behalf of the Petitioner as his contribution to the partnership. Such conclusion cannot be reached without evidence.

The MoU gives a particular nature to the payment made by the Petitioner's father. It records that the Investor agreed to advance an interest-free sum of Rs.68,00,000/- to the Proprietor towards the “Proposed Café”. It provides that profits and losses arising from that business would be shared equally between the Proprietor and the Investor in the ratio of 50:50.

Therefore, looking at the MoU as it stands, the transaction with Mr. Khalil Ahmed is described as a transaction between him and Respondent No.1 in his capacity as Proprietor. The document does not expressly state that the amount of Rs.68 lakh was paid by Mr. Khalil Ahmed on behalf of the Petitioner as the Petitioner's capital contribution under the Partnership Deed. On this particular aspect, the submission made on behalf of the Respondents has substance.

However, the matter does not end there. The Petitioner relies upon the ledger account and a message allegedly sent by the Respondent to the Petitioner's father stating that money received from him was being diverted towards a new project and would be paid back once the outlet started. The evidentiary value and full context of these documents will have to be tested before the arbitral tribunal. At this stage, these documents cannot be treated as proving that the amount paid by the father was the Petitioner's contribution to the partnership. At the same time, they cannot be ignored because the MoU refers to financial assistance for establishment and commencement of a cafe project having the same or substantially similar name and situated at the same address.

The MoU contains a provision requiring the Proprietor to furnish complete books of accounts of the Proposed Café to the Investor every month. The relevant clause states:

This provision shows that, even under the later arrangement entered into with the Petitioner's father, the parties considered transparency in the financial affairs of the proposed cafe to be necessary.

The MoU gives exclusive management and control of the day-to-day operation of the Proposed Café to the Proprietor. It records:

It records that the brands “Breve” and “Basque” and the associated intellectual property were to remain the exclusive property of the Proprietor.

These provisions do support the Respondents' case that the existing brand and business structure were claimed by Respondent No.1 as his proprietorship. However, these provisions by themselves do not cancel the earlier Partnership Deed. The MoU is not signed by the Petitioner. It is not an agreement signed by all the partners stating that the Partnership Deed is dissolved or that the earlier arrangement is substituted by the MoU. There is no express clause in the MoU stating that the Partnership Deed dated 3 October 2024 stands cancelled or superseded.

The Petitioner has taken a similar stand in paragraph 22 of the petition. The Petitioner has pleaded that the MoU “pertains to the proposed and independent business venture and does not record any agreement between existing partners regarding dissolution of partnership, restructuring of ownership, or conversion into any proprietorship concern.” The Respondents rely upon this pleading and contend that the Petitioner accepts that the MoU is an independent transaction. This submission has some force. The Petitioner cannot describe the MoU as an independent business venture and treat the amount advanced by his father under the MoU as his own capital contribution under the Partnership Deed.

Therefore, the Petitioner's case that the entire amount paid by his father must be treated as the Petitioner's contribution under Clause 6 cannot be accepted as an established fact. The documents available show that the transaction of the Petitioner's father was separately recorded and documented. Whether the parties intended both transactions to be connected is a matter which will require evidence.

The other contention of the Petitioner is regarding accounts and transparency. This submission stands on a different footing. Even if the Respondents establish that the partnership business did not commence in the manner contemplated, the Partnership Deed nevertheless created a contractual arrangement concerning a proposed business. The dispute concerns money allegedly invested, the business conducted from the relevant premises, the profit allegedly generated and the connection between the proposed cafe and the partnership arrangement.

The Partnership Deed contains provisions regarding preparation of accounts. It provides that the accounts of the partnership business were to be drawn up and signed by the parties. Further, the document contains provisions regarding dissolution, preparation of accounts, payment of liabilities and sharing of the balance net profit or loss according to the ratio mentioned in Clause 4.

In addition, the Partnership Deed contains restrictions regarding dealing with partnership assets or profits without proper consent. The document states that neither partner shall, without written consent, “assign, mortgage or Charge his/her share in the assets or profits of the firm”. It refers to payment by the firm to a party otherwise than in the ordinary course of business and prohibits acts which may endanger partnership property.

These provisions show that the relevant business records are required to be preserved until the dispute is decided. For this purpose, the Court is not required to decide whether every asset of M/s. Breve Cafe belongs to the partnership. Such a declaration cannot be made in the present proceedings under Section 9. However, the records relating to the cafe business conducted at Shop No.7, Pearl Heaven CHS Ltd., 86 Chapel Road, Bandra West, and other records having direct connection with the dispute between the parties, are required to be preserved.

The Petitioner seeks appointment of the Court Receiver over the entire business, assets, accounts and affairs of “BASQUE BY BREVE”, with power to take symbolic or physical possession, operate bank accounts and carry on the business. In my view, such relief cannot be granted at this stage. The material shows a serious dispute regarding whether the business was ever operated as a partnership and whether the business and assets belong to the alleged partnership or to the existing proprietorship of Respondent No.1.

Appointment of a Court Receiver with power to take possession and operate the business would interfere with the ongoing business. It may give the Petitioner a form of control before the dispute regarding the existence and actual operation of the partnership is decided. The material available does not justify such an order.

The prayer for immediate deposit of 55% share of the alleged profits cannot be granted in the manner sought. The amount of Rs.30,85,745/- shown in the profit and loss account is disputed in relation to its connection with the partnership business. Evidence may be necessary to decide whether there was any profit, what was the correct amount of profit, what expenses are legally deductible and whether the Petitioner is entitled to 55% of such profit.

However, refusal of the prayer for immediate deposit does not mean that the relevant financial records should remain only with the Respondents and remain beyond scrutiny. If the records are not preserved and disclosed to the extent necessary, the arbitral proceedings may become difficult because the dispute concerns financial contribution, operation of the cafe and sharing of profit.

The proper balance is not to place the business under receivership or to immediately stop or freeze the entire business operation. The proper course, in the facts of the present case, is to preserve the relevant records and require disclosure of documents having a direct connection with the disputed cafe business from the date of the Partnership Deed.

The direction regarding disclosure has to be limited. At this stage, the Petitioner cannot get unrestricted access to every financial record of M/s. Breve Cafe because the Respondents claim that the proprietorship existed even before the Partnership Deed and may have carried on other independent business activities. Therefore, disclosure should be restricted to records concerning the business carried on under the name “BASQUE BY BREVE”, “BASQUE”, or any substantially similar business carried on from Shop No.7, Pearl Heaven CHS Ltd., 86 Chapel Road, Bandra West. It should cover records connected with the subject matter of the Partnership Deed and the dispute raised in the present petition.

The Respondents have relied upon the Petitioner's own averments in paragraph 24 regarding his apprehension that the Respondents may “mischaracterize the partnership firm as proprietorship, or otherwise alter the nature of business so as to divest the Petitioner of his rightful share in the profits and management.” Such apprehension cannot establish that any wrongful act has taken place. However, the existence of the Partnership Deed, the subsequent MoU with the Petitioner's father relating to a cafe under the name “Basque” at the same premises, and the dispute regarding financial contribution and profits, when considered together, make out a sufficient case for preservation of relevant records.

On overall consideration of the material the position which emerges at this stage is as follows. The Petitioner has shown a prima facie case regarding existence of the Partnership Deed and the fact that the parties entered into an arrangement for carrying on a cafe business under the name “BASQUE BY BREVE”. The Respondents have raised substantial and arguable defences regarding non-commencement of the partnership, non-payment of contribution and the independent existence of M/s. Breve Cafe as a proprietorship. These issues cannot be decided in the present proceeding.

The Petitioner's contention that the entire amount paid by his father was contribution made on behalf of the Petitioner is not sufficiently established for granting monetary relief at this stage. The MoU, on its face, describes the Petitioner's father as an Investor and Respondent No.1 as the Proprietor. It records a separate arrangement for advancing Rs.68 lakh towards the Proposed Cafe. This issue will have to be decided on the basis of evidence.

At the same time, the Respondents cannot rely upon the disputed nature of the transaction as a reason for destruction, disposal, or withholding of all relevant records. Preservation of documents does not decide ownership. Similarly, disclosure of relevant financial material does not mean that the Court has accepted the Petitioner's claim of 55% share. It only ensures that the subject matter of the dispute remains available for proper consideration and adjudication.

The balance of convenience lies in granting limited relief concerning preservation and disclosure of relevant records. The balance does not justify appointment of a Court Receiver over the business or directing the Respondents to stop all operations. Such an order may cause greater prejudice when the ownership and the very nature of the business arrangement are themselves disputed.

If the relevant accounts, bank records, statutory filings, invoices, and other business documents are permitted to be altered, destroyed or disposed of, the Petitioner may face difficulty in proving his case before the arbitral tribunal.

For these reasons, the petition partly deserves to be allowed to the limited extent of preservation and disclosure of relevant records. The wider prayers for appointment of Court Receiver, deposit of 55% alleged profit and complete restraint on operation of the business are not justified on the material available.

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

ii) The Respondents shall, within four weeks from today, prepare and furnish to the Petitioner copies of all books of accounts, bank statements, GST returns, income tax returns, payroll records, vendor agreements, invoices, balance sheets, profit and loss statements and other financial records relating to:

Iii) The above direction shall not be understood as requiring disclosure of financial records relating businesses of M/s. Breve Cafe having no connection with the subject matter of the present dispute;

iv) The Respondents shall preserve all partnership records, books of accounts, financial documents, statutory filings, invoices, bank records and other documents relating to the business referred to in clause (ii) above. The Respondents shall not destroy, alter or dispose of such records pending commencement and conclusion of the arbitral proceedings, subject to orders of the arbitral tribunal;

vi) The prayer for restraining operation of all bank accounts is rejected. However, if any separate bank account is found to have been opened and operated exclusively in the name of the Partnership Firm, the Respondents shall disclose complete particulars and statements of such account for the relevant period in accordance with clause (ii) above;

vii) The Petition is accordingly partly allowed in the above terms. There shall be no order as to costs.