The Supreme Court on October 8 appointed Justice Ramesh Deokinandan Dhanuka, former Chief Justice of the Bombay High Court, as sole arbitrator in a business dispute between Shubham Equipment Private Limited and South Korea-based Rothwell Water Company Limited. A bench of Chief Justice of India Surya Kant, Justice Joymalya Bagchi and Justice V. Mohana allowed two petitions filed under Section 11 of the Arbitration and Conciliation Act, 1996.
Background
Shubham Equipment (SEPL), a Thane-based company that cleans drinking water tanks, signed a Technical Collaboration Licence Agreement with Rothwell Water Company Limited (RWCL) on January 30, 2019. A Joint Venture Agreement followed on October 1, 2021, creating Rothwell Water (India) Private Limited. In February 2023, the two companies signed a Memorandum of Understanding (MoU) under which SEPL would provide liaison, customs clearance and logistics services for RWCL.
Both the Joint Venture Agreement and the MoU provide for arbitration in Mumbai. The Licence Agreement, by contrast, provides for arbitration in Seoul under Korean law.
On October 11, 2024, SEPL terminated the Joint Venture Agreement. It alleged that RWCL had set up Rothwell Business International Private Limited (RBIPL), a wholly owned subsidiary, to compete with the joint venture, breaching the non-compete clause. SEPL also claimed Rs. 20 crore for business loss and Rs. 4,24,35,647 under the MoU. After RWCL disputed these claims, SEPL issued arbitration notices and approached the Supreme Court.
The respondents did not deny that disputes existed. They argued that the two later agreements were tied to the Licence Agreement, the "mother agreement", so its Seoul arbitration clause should apply. They added that RWCL had already invoked arbitration in Korea on August 8, 2025, and that RBIPL, as a non-signatory, could not be bound.
SEPL's counsel, Senior Advocate C.U. Singh, said the Joint Venture Agreement and MoU stand independent of the Licence Agreement. He pointed to Article 25 of the Joint Venture Agreement and Clause 10.8 of the MoU. The Court had earlier sent the parties to mediation, but they could not reach a settlement.
The Court noted that its inquiry at this stage is limited to the prima facie existence of an arbitration agreement, in line with Section 11(6-A). Since the agreements were admitted, the main question was which dispute resolution clause applied. The Court observed:
"Thus, the License Agreement, JVA and MoU prima facie operate in different fields and the disputes arising exclusively under the JVA and MoU are amenable to the dispute resolution clauses engrafted therein and not the clause in the License Agreement."
It also pointed out that both later agreements say they replace earlier arrangements on the same subject matter. On the respondents' point about overlapping claims, the Court said any such overlap is for the arbitrator to examine and is no reason to refuse a reference at the start.
On RBIPL, the Court said:
"Similarly, the other issue that RBIPL is an independent non-signatory entity which is not bound by the arbitration agreement is a contentious one as RBIPL is a wholly owned subsidiary of RWCL (a signatory) and is alleged to have been incorporated by RWCL in derogation of the terms of the JVA. Given this situation, such issue needs to be relegated to the arbitrator for appropriate adjudication."
The Court allowed both arbitration petitions and appointed Justice Ramesh Deokinandan Dhanuka as sole arbitrator, with liberty to fix his own fees.
No order was made as to costs.
Case Details:
Case Title: Shubham Equipment Private Limited & Anr. v. Rothwell Water Company Limited & Ors.
Case Number: Arbitration Petition (Civil) Nos. 7 and 8 of 2025
Judges: Chief Justice Surya Kant, Justice Joymalya Bagchi and Justice V. Mohana
Decision Date: October 8, 2026
