Goldmines Telefilms Pvt. Ltd. vs Passion Film Factory

The Arbitration Petition filed under Section 9 under the Arbitration and Conciliation Act, 1996 by the Petitioner, an entertainment company engaged in the business of acquisition, distribution, licensing and exploitation of copyrights in Cinematograph Films and other audiovisual contents on various mediums, platforms, seek interim measures against Respondent No.1 being a Production House engaged in the business of production and distribution of feature films.

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A Film Co-production Agreement was entered between them on 14/09/2023, in the background that they are engaged in the business of media and entertainment, and were desirous of jointly producing a film, a sci-fi, generate Tamil language Cinematograph Film titled ‘Alien’, starring Tapsee Pannu and others, to be directed by Bharat Neelkanthan.

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The subject Agreement specifically define the term derivative work as well as exploitation engagement(s) alongwith term ‘exploitation rights’.

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‘Exploitation Engagement’ clearly refer to the sale, pre-sale, exploitation, distribution, licensing or dilution of any rights whatsoever or arising from any film in any manner whatsoever and the rights being conferred on the Petitioner.

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‘Exploitation Rights’ included the right to market, distribute, sub distribute and otherwise exploit the film and all the elements thereof throughout territory in and all languages and or through any and all modes, medium, platforms, including without limitation the mode, medium and platform for commercial use and such mode, medium and platform that should be developed in future based on technologies underline the same.

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The principle understanding between the Parties clearly emerged through the Agreement, as it was stated that they were joining hands and acting in co-operation with each other for producing the film, while each party was working independently on its individual core areas of expertise.

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Since Respondent No.1 represented to the Petitioner that it had contractually signed a female lead actor and contractually signed Director for the film, the Petitioner confirmed to have received the copy of their Agreement and an understanding was reached that the Petitioner will acquire the first copy of the film from Respondent No.1 for Rs.21,90,00,000/- only.

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The other stipulations provided that the Intellectual Property Rights (IPR) including the Derivative Rights in the film shall be jointly owned for the term and territory by the parties in the ratio proportion of 50 : 50 and the Petitioner shall solely exercise and exploit the exploitation rights of the film throughout the territory and for the term.

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The Petitioner and Respondent No.1 agreed to execute the Agreements of the deal terms/documents for all the exploitation rights and the Petitioner was entitled to solely collect any and all

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revenue arising from exploitation rights on the film in perpetuity to be deposited in the Revenue Account to be opened by it and permitted to be operated jointly.

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However, on execution of the aforesaid, the Deed of Cancellation was executed on 11/06/2025 in presence of one S. Sudhan (Respondent No.2), as a confirming party.

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The Deed of Cancellation with reference to the Film Production Agreement dated 14/09/2023, under which the Petitioner had paid an amount of Rs.21,20,00,000/- to Respondent No.1 as its contribution to the film budget as per the terms and conditions stipulated in the Agreement and Respondent No.1 having confirmed and acknowledged the receipt of the said amount, recorded that it was mutually decided between the Petitioner and Respondent No.1, to terminate the Agreement.

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The relevant clauses of the Deed of Cancellation specifically record thus :

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“2. Passion and the Confirming Party hereby confirms, affirms and undertakes to refund the amount of Rs. 21,20,00,000/- (Rupees Twenty-One Crores Twenty Lakhs Only) alongwith interest thereon @ 24% per annum which amounts to Rs. 8,90,21,321/- (Rupees Eight Crores Ninety Lakhs Twenty-One Thousand Three Hundred and Twenty-One Only) for the period from the date of respective payments

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till 14th August, 2025 aggregating to Rs. 30,10,21,321/- (Rupees Thirty Crores Ten Lakhs Twenty-One Thousand Three Hundred and TwentyOne Only) on or before 14 August, 2025.

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Passion and the Confirming Party agrees and confirms that in the event Passion and the Confirming Party fails to make payment of Rs. 21,20,00,000/-(Rupees Twenty-One Crores Twenty Lakhs Only) alongwith interest thereon @ 24% per annum which amounts to Rs. 8,90,21,321/-(Rupees Eight Crores Ninety Lakhs Twenty-One Thousand Three Hundred and Twenty-One Only) for the period from the date of respective payments till 140 August, 2025 aggregating to Rs. 30,10,21,321/- (Rupees Thirty Crores Ten Lakhs Twenty-One Thousand Three Hundred and Twenty-One Only) on or before 14th August, 2025 interest @24% per annum from 15% August, 2025 on the unpaid amount shall continue to run till such time as

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Till such time as the payment of the amounts in its entirety as set out in clause 2 and 3 above is made by Passion to Goldmines, Passion shall not be entitled to deal with any rights of the said film in any manner whatsoever and the rights in the Film shall continue to vest with Goldmines.

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Only upon realization of the entire amounts as mentioned in clause 2 and 3 above in the bank account of Goldmines only then shall Passion be entitled to the entire Intellectual Property rights in the Film and shall be free to deal the rights of the said Film in any manner as it wishes without any objections or hurdles from Goldmines.

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Passion hereby agrees, confirms, undertakes and warrants that till the time the entire amounts as mentioned in clause 2 and 3 above are not realized in the bank account of Goldmines, Passion shall not create any lien, encumbrances, mortgage, third party rights on the said Film including but not limited to the Intellectual Property rights thereof.

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Subject to the realization of the entire amounts as mentioned in clause 2 and 3 above in the bank account of Goldmines it is agreed between Passion and Goldmines that each one of them shall release other from the obligation arising out of performance or nonperformance of the terms and conditions under the Film Co-Production Agreement dated 14th September 2023.

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If for any reason whatsoever if Passion and/or the Confirming Party fails to refund the amount of Rs. 21,20,00,000/- alongwith interest @ 24% per annum calculated from the date of respective payments till the date of repayment of the entire amount paid by Goldmines to Passion alongwith interest@ 24% per annum on or before 14 August, 2025 in that case Passion and the Confirming Party expressly confirms affirms, reconfirms and reaffirms the following:

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(i) Passion and the Confirming Party shall neither jointly and/or severally will be entitled/allowed to exploit, exhibit any of the copyrights and/or intellectual property rights of the following films as mentioned hereinbelow in the Territories of Entire World including India. Passion and the Confirming Party further confirm that they shall neither jointly and/or severally will be entitled/allowed to theatrically release the following films as mentioned hereinbelow in the Territories of Entire World including India:

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a) Revolver Rita starring Keerthi Suresh and others, directed Kaddipudi Chandru,

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b) ………. to h) ……….

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i) And any other film produced under the banner PASSION FILM FACTORY and/or individually by Mr. S. Sudhan (CONFIRMING PARTY) where Mr. S. Sudhan (CONFIRMING PARTY) is a proprietor and/or partner and/or directors and/or is directly or indirectly involved.

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ii) …… iii) …...

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(iv) Goldmines shall also have without prejudice to all and any right and remedies available to them by virtue of these presents and/or by law, shall have the absolute right to recover the amount already paid by Goldmines to Passion alongwith interest @24% per annum from the date of payment till the date of refund, from the share of profit of Passion, also from the share of Intellectual Property Rights (IPR) of Passion from the Co-Production Agreements executed between Goldmines and Passion for the following films-

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(a) ……. to (m) …….

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In the wake of the aforesaid, a communication was addressed to Respondents on 16/07/2025, informing that the Deed of Cancellation remains valid and binding and the payment stipulated therein should be ensured within the prescribed

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timeline.

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However, on the Petitioner gaining knowledge that the Respondent has scheduled the release of one of the film which was part of the Cancellation Deed, titled as ‘Revolver Rita’ for its theatrical release world wide, which include its release on digital platforms, the Petitioner has approached this Court by filing the present Petition seeking interim measures for preventing its release as the Respondents are legally obligated to make the payment of the sum agreed under the Agreement, alongwith the interest, which has now aggregated to Rs.30,10,21,321.

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On Respondents having failed to make the said payment by by 14^th of August, 2025 as per the Cancellation Deed, it is the claim of the Petitioner that the Respondents are not entitled to release the film as the specific clause in the Cancellation Deed prohibited them from doing so and the Cancellation Deed was mutually signed by both the parties.

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It is, therefore, the claim of the Petitioner as on date, that unless and until the entire payment alongwith interest, is made over by Respondents to the Petitioner, a restraint order shall be passed, restraining the Respondents in releasing the film, exhibiting and/or exploiting, and/ or assigning/licensing and/or

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creating any third party rights in respect of all and any of the exploitable rights which means and includes Theatrical Rights, Satellite Boradcasting Rights, Pay TV, Pay per View, DTH, DBS, Free TV, Internet Rights, Internet Protocol Television (IPTV) and any other means of on demand modes, Video copyrights in all formats, dubbning rights in all languages, written and spoken in the world, Digital Rights through any means, mediums and/or modes and/or platforms in any films being produced by the Respondents, including the film ‘Revolver Rita’.

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On the Petition being filed, the Respondents were served and an Affidavit of Service dated 19/11/2025 placed on record produce the receipt of e-mail forwarded on 15/11/2025 intimating the date of hearing of the Petition being 20/11/2025.

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The Affidavit is accompanied with a response received from the Respondents on 17/11/2025, acknowledging the receipt of the email and the copy of the Petition. The email forwarded by Respondent No.2 from his personal email account, also categorically inform thus :

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“I will approach Goldmines as I am keen on settling the matter”.

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When the Petition was listed yesterday, I deemed it appropriate to permit a fresh intimation to be served upon the Respondents, before the case is taken up for consideration for grant of ad interim relief as prayed for. Accordingly, an Affidavit of Service affirmed on 21/11/2025 is placed before me which contain the following statement :-

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“2. I say that under the instructions of my Employers, the Advocates for the Petitioner aboenamed, I, on 20^th November, 2025, through my colleagues’ Email id being [email protected] addresssed an email to the Defendant no.2 at his Email id being [email protected], intimatin the next date of hearing i.e., 21^st November, 2025 of the above matter. I say that the email dated 20^th November, 2025 has been duly delivered to the Defendant No.2, as the same has not bounced back or returned to the inbox of my colleagues’s Email id as undelivered, till date.”

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Despite the aforesaid, since there is no appearance on behalf of the Respondents, I have heard Mr. Dasgupta, the learned counsel for the Petitioner.

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Perusal of the Agreement dated 14/09/2023, clearly refer to the terms and conditions to which the Parties were subjected to co-production of a Tamil Cinematography ‘Alien’. However, it was mutually agreed between the Parties that the arrangement could not be taken further and accordingly by executing a Deed of Cancellation dated 11/06/2025, the Petitioner and Respondent

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No.1 and Respondent No.2 in acting as a confirming party, in his individual capacity, agreed that the Respondents shall refund a sum of Rs. 30,10,21,321, inclusive of interest at the rate of 24% per annum from the date of respective payments made by the Petitioner till 14/08/2025.

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Clause 8 of the said Agreement, mutually entered between the parties, also prohibited the Respondents from exhibiting and/or exploiting any of the copyrights and/or Intellectual Property Rights to theatrically release the film produced, through any modes or means as set out in the said clause in respect of the settlement, which includes ‘Revolver Rita’ until refund of the consideration to the Petitioner as agreed.

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The Petitioner also communicated to the Respondents that the said Deed of Cancellation is valid and binding, but without remitting a single penny in favour of the Petitioner, in compliance of the Deed of Cancellation executed between the Parties, the Respondents are in the process of releasing film ‘Revolver Rita’ and as per the advertisement on print media as well as internet, the scheduled date of release is 28/11/2025.

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The Petitioner is, therefore, justified in seeming implementation of Clause 8 of the Cancellation Deed dated

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11/06/2024 as out of the amount of Rs.30,10,21,321/- not a single penny has come to the Petitioner, but the film is due for its release.

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Despite notice being served and the Respondents being aware of the proceedings before the Court , they have chosen not to remain present.

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In the wake of the aforesaid in order to secure the interest of the Petitioner, I deem it appropriate to grant ad interim relief in terms of prayer clause (a) and (b).

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“(a) That pending the commencement and hearing of the Arbitral proceedings between the Petitioner and the Respondents, this Hon'ble Court be pleased to restrain the Respondents, their servants, agents, assigns or any person or persons claiming through or under the Respondents, by an order and injunction of this Hon'ble Court from releasing any Films being produced by the Respondents including the Film 'Revolver Rita" starring Keerthi Suresh and others, directed by Kaddipudi Chandru on any platform and/or medium whatsoever including but not limited to Theatrical release, Satellite release, Hindi Dubbing, Digital release including through OTT Platforms until the amounts due to the Petitioner as particularized in Particulars of Claim annexed at Exhibit "F" are paid over to the Petitioner.

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b. That pending the commencement and hearing of the Arbitral proceedings between the Petitioner and the Respondents, this Hon'ble Court be pleased to restrain the Respondents, their servants, agents, assigns or any person or persons claiming through or under the Respondents from dealing with and/or exploiting and/or assigning /licensing

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and/or creating any third party rights in respect of all and any of the exploitable rights which means and includes Theatrical Rights, Satellite Broadcasting Rights, Pay T.V, Pay Per View, DTH, DBS, Free TV, Internet Rights, Internet Protocol Television (IPTV), Video On Demand which means and includes SVOD, FVOD, TVOD and any other means of on demand modes, Video Copyrights in all formats, Dubbing rights in all languages written and spoken in the World, Digital rights through any means, mediums and/or modes and/or platforms in any Films being produced by the Respondents, including the Film "Revolver Rita" starring Keerthi Suresh and others, directed by Kaddipudi Chandru, in any manner or form whatsoever until the amounts due to the Petitioner as particularized in Particulars of Claim annexed at Exhibit "F" are paid over to the Petitioner.”

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Notice of today’s order shall be served upon Respondents

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and Affidavit of service shall be placed on record on the next date of hearing.

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List on 18/12/2025.

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[BHARATI DANGRE, J]

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Goldmines Telefilms Pvt. Ltd. v. Passion Film Factory

Case brief

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Goldmines Telefilms Pvt. Ltd. v. Passion Film Factory

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