Wapcos Limited v. Cyfuture India Private Limited
$~34 & 19 *
IN THE HIGH COURT OF DELHI AT NEW DELHI
+ O.M.P.(I) (COMM.) 216/2026 WAPCOS LIMITED .....Petitioner Through:
Mr. Sanjay Jain, Senior Advocate with Mr. Tushar Sannu, Standing Counsel, Ms. Ankita Bhadouriya, Ms.
Malvi Balyan, Mr. Vaibhav Tripathi, Mr. Fajallu Rehman and Ms. Harshita Sukhija, Advs.
Mr.
Arun Arora, GM, IT, Mr.
Shambhu Azad, C.E.D with Mr.
Virendra Dhawan, Deputy C.E.
versus CYFUTURE INDIA PRIVATE LIMITED .....Respondent Through:
Mr. N.P.S. Chawla, Mr. Sujoy Datta, Mr. Surekh Kant Baxy, Mr. Abhinav Mishra and Mr. Abhishek Chhabra, Advs.
+ O.M.P.(I) (COMM.) 171/2026, I.A. 11034/2026 CYFUTURE INDIA PRIVATE LIMITED .....Petitioner Through:
Mr. N.P.S. Chawla, Mr. Sujoy Datta, Mr. Surekh Kant Baxy, Mr. Abhinav Mishra and Mr. Abhishek Chhabra, Advs.
versus WAPCOS LIMITED & ANR.
.....Respondents Through:
Mr. Sanjay Jain, Senior Advocate with Mr. Tushar Sannu, Standing Counsel, Ms. Ankita Bhadouriya, Ms.
Malvi Balyan, Mr. Vaibhav Tripathi, The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
Mr. Fajallu Rehman and Ms. Harshita Sukhija, Advs.
Mr.
Arun Arora, GM, IT, Mr.
Shambhu Azad, C.E.D with Mr.
Virendra Dhawan, Deputy C.E.
CORAM:
HON'BLE MS. JUSTICE MINI PUSHKARNA
O R D E R
% 22.05.2026 1.
The present are cross-petitions under Section 9 of the Arbitration and Conciliation Act, 1996 ("Arbitration Act"), wherein, the parties have sought urgent interim protections.
2.
As per the case of the petitioner in O.M.P. (I)(COMM.) 216/2026, i.e., WAPCOS Limited ("WAPCOS"), the said petitioner had issued a Tender by way of a Request for Proposal ("RFP") dated 09th February, 2023, inviting bids for implementing an Enterprise Resource Planning ("ERP") across its offices, to ensure seamless exchange of information. The respondent in O.M.P. (I)(COMM.) 216/2026, i.e., CYFUTURE India Private Limited ("CYFUTURE") participated in the bidding process, and was awarded a Contract dated 02nd March, 2023, through the Government e-Marketplace ("GeM") platform.
3.
Learned Senior Counsel appearing for WAPCOS submits that CYFUTURE failed to fulfil the stipulated terms within the timelines mentioned under the RFP, which includes the Agreement for Services under Section-V, i.e., Final Bid therein. Despite requests, no copy/back-up of the ERP software was provided by CYFUTURE. In view of continued nonThe authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
performance and fundamental breaches on the part of CYFUTURE, WAPCOS issued a Termination Order dated 16th April, 2026, in terms of the Agreement for Services, as contained in the RFP. 4.
He further brings the attention of this Court to the order dated 22nd April, 2026 in O.M.P.(I) (COMM.) 171/2026, wherein, interim directions were passed by this Court in the following manner: "xxx xxx xxx 24.
Accordingly, considering the submissions made before this Court, the following directions are issued:
i. The petitioner shall be granted time of two weeks for filing the reply to the notice dated 17th April, 2026, issued by the respondents proposing blacklisting.
ii. After receipt of the reply of the petitioner, the respondents shall duly provide hearing to the petitioner and follow all the requisites of Principles of Natural Justice.
iii. A Speaking Order shall be passed by the respondent, thereafter, which shall be duly provided to the petitioner. iv. If the petitioner is aggrieved by any order passed by the respondents, the petitioner shall be at liberty to avail remedies, in accordance with law.
v. The petitioner is directed to approach the respondents immediately, in terms of Clause 16.1 of the General Terms and Conditions. Letter/Email, in this regard, shall be written by the petitioner to the respondents, within a period of one day.
vi. Upon receipt of said letter/E-mail from the petitioner, the respondents shall immediately constitute a DRC for the purposes of resolving the disputes between the parties.
vii. Notice shall be duly given to the petitioner to appear before the DRC. viii. All the issues, as raised by the petitioner, shall be duly considered by the DRC. Additionally, all efforts shall be made by the DRC to resolve the issues, including, issue of payments that are payable to the petitioner and plea of the petitioner for restoration of the Contract. ix. In case, the issues are not resolved by the DRC, the parties shall be at liberty to make a request to this Court for the purposes of appointment of an Arbitrator in terms of Clause 16.2 of the General Terms and Conditions.
x. No further coercive steps shall be taken against the petitioner by the respondents, till the next date of hearing.
xi. The petitioner shall take immediate steps to restore all the services of the respondents. The concerned technical experts and officials of the The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
petitioner shall extend full cooperation to the technical experts/officials of the respondents in restoring the services. xii. The petitioner shall also handover the requisite password/pass code and data to the officials of the respondents, so that the services of the respondents are provided unhindered.
xiii. If the functions of the respondents are restored, in case of any other glitch, the petitioner shall extend all cooperation to the respondents to ensure that the services of the respondents are not hindered, in any manner whatsoever.
xiv. The restoration of the services of the respondents shall be done expeditiously, within the outer limit of 12 hours, counted from 12 in the afternoon today.
xxx xxx xxx"
5.
By referring to the aforesaid order dated 22nd April, 2026, the learned Senior Counsel appearing for WAPCOS submits that though the password/ passcode has been provided to WAPCOS, the data has to be accessed through the server. However, due to numerous glitches, WAPCOS is unable to access the data. Therefore, the purpose of giving the password/ passcode to WAPCOS by CYFUTURE, has become redundant.
6.
He further relies upon the Agreement for Services, as comprised in the aforesaid RFP, and in particular, Clauses 6.7 and 11, which read as under:
"xxx xxx xxx xxx xxx xxx The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
xxx xxx xxx"
7.
In view of the aforesaid Clauses, learned Senior Counsel appearing for WAPCOS submits that upon the cessation of services/ termination of the Contract, the agency, i.e., CYFUTURE had to handover to WAPCOS all materials, documents and records prepared directly by CYFUTURE, including, on floppy disks. He, thus, submits that in order to access the data without any glitches, it is imperative that a hard-disk, along with password/ passcode, be handed over to WAPCOS.
8.
He further submits that above-mentioned Clause 11 of the Agreement for Services, i.e., the Dispute Resolution Clause, provides that a Sole Arbitrator can be appointed in case of disputes between the parties, with place/seat of arbitration being at Delhi.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
9.
Per contra, learned counsel appearing for CYFUTURE submits that in terms of the order dated 22nd April, 2026, services have already been restored by CYFUTURE, and in cases where WAPCOS is facing any glitches, CYFUTURE is providing full support in regard thereto. 10.
He further draws the attention of this Court to the Agreement for Services to submit that it is only a format for Agreement for Services, which has not been duly signed by the parties. He thus, disputes that CYFUTURE is governed by the said Agreement for Services given that CYFUTURE has not signed the Agreement for Services.
11.
Learned counsel for CYFUTURE submits as per the General Terms and Conditions ("GTC") dated 13th January, 2023, there is a certain mechanism for termination of the Contract, which has not been followed by WAPCOS. Therefore, the reliance placed by the learned Senior Counsel for WAPCOS on the Agreement for Service is totally misplaced, as by relying on the said Agreement, WAPCOS is trying to convert the Contract between the parties into a contract which is terminable at will/determinable contract, even though that is not the case.
12.
He further submits that the governing clause between the parties is Clause 16 of the GTC, as per which the parties have already been referred to the Dispute Resolution Committee ("DRC"). Though DRC has been constituted, he however submits that no purpose has been served with regard thereto.
13.
Learned counsel for CYFUTURE submits that though Clause 16.2 in the GTC, makes provision for appointment of a three-member Arbitral Tribunal, however, CYFUTURE has no objection if a Sole Arbitrator is appointed by this Court for the purpose of adjudicating the disputes, which The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
have arisen between the parties.
14.
In this regard, Clause 16.2 of the GTC dated 13th January, 2023, reads as under:
"xxx xxx xxx The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
xxx xxx xxx"
15.
In response, learned Senior Counsel appearing for WAPCOS draws the attention of this Court to the Contract dated 02nd March, 2023, which is attached as Document-3 in O.M.P.(I) (COMM.) 171/2026, and in particular, to the Preamble of the Special Terms and Conditions ("STC") therein, which is reproduced as under:
"xxx xxx xxx xxx xxx xxx"
16.
By referring to the aforesaid, learned Senior Counsel appearing for WAPCOS submits that the Preamble categorically states that the terms and conditions are in reverse order of precedence, i.e., the Additional Terms and Conditions ("ATC") supersedes the STC, which in turn supersedes the GTC. 17.
He further draws the attention of this Court to the note contained at the end of the Contract dated 02nd March, 2023, which is reproduced as under:
"xxx xxx xxx xxx xxx xxx"
18.
By referring to the aforesaid, he submits that since the file is systemThe authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
generated, no signatures were required. Thus, the parties are fully governed by the Agreement for Services.
19.
He further submits that WAPCOS consents to the appointment of a Sole Arbitrator.
20.
This Court notes the submission made by learned Senior Counsel appearing for WAPCOS, that they have an approximate claim of Rs. 20 Crores, as well as the submission made on behalf of learned counsel for CYFUTURE that they have an approximate claim of Rs. 5.5 Crores. 21.
This Court further records the submission made by learned Senior Counsel appearing for WAPCOS that arbitration be conducted under the aegis of the Delhi International Arbitration Centre, Delhi High Court, Sher Shah Road, New Delhi ("DIAC").
22.
Further, the statement made by learned counsel for CYFUTURE that they shall hand over to WAPCOS, a hard disk along with password/passcode, is taken on record.
23.
Accordingly, this Court is satisfied that there are disputes between the parties, and the disputes are to be resolved by way of referring the parties to arbitral proceedings.
24.
Accordingly, with the consent of the parties, the following directions are issued:
i) Justice (Retd.) J.R. Midha, former Judge of this Court, is appointed as the Sole Arbitrator to adjudicate the disputes between the parties. ii) The arbitration proceedings shall be held under the aegis and Rules of DIAC, Delhi High Court, Sher Shah Road, New Delhi. iii) The remuneration of the learned Arbitrator shall be in terms of DIAC (Administrative Cost and Arbitrators' Fees) Rules, 2018. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
iv) The learned Arbitrator is requested to furnish a declaration in terms of Section 12 of the Arbitration Act prior to entering into the reference. In the event of any impediment to the Arbitrator's appointment on that Count, the parties are given liberty to file an appropriate application before this Court. v) It shall be open to both the parties to raise their claims/counter-claims, in arbitration proceedings.
vi) It is made clear that all the rights and contentions of the parties, including, as to the arbitrability of any of the claim, any other preliminary objection, as well as claims/counter-claims and merits of the dispute of either of the parties, are left open for adjudication by the learned Arbitrator. vii) The parties shall approach the learned Arbitrator within two (02) weeks from the date of appointment of the Arbitrator. viii) The interim directions as passed by this Court vide order dated 22nd April, 2026 shall continue to be complied with. ix) CYFUTURE shall handover the hard disk to the WAPCOS with password/ passcode. The same shall be done within a period of one day. x) Both the parties are at liberty to move applications under Section 17 of the Arbitration Act, before the learned Arbitrator with regard to the prayers made under the present petitions under Section 9 of the Arbitration Act.
25.
It is made clear that this Court has not expressed any opinion on the merits of the case.
26.
Accordingly, the present petitions, along with the pending application, are disposed of in the aforesaid terms.
27.
The Registry is directed to send a copy of this order to the Secretary, DIAC, as well as the learned Arbitrator, for information and compliance. The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
MINI PUSHKARNA, J MAY 22, 2026/KR The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.