Iamhere Software Labs Private Limited Vs Inventive Invest

IAMHERE SOFTWARE LABS PRIVATE LIMITED HAVING ITS REGISTERED ADDRESS AT 7, SHIVA TEMPLE STREET, AGED 41 YEARS GURURAJA LAYOUT, DODDA NAKKUNDHI BANGALORE - 560037 REPRESENTED HEREIN BY ITS AUTHORISED SIGNATORY MR NARENDRA KUMAR

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…PETITIONER

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(BY SRI. DEEPAK BHASKAR, ADVOCATE)

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AND:

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Digitally signed 1. INVENTIVE INVEST by KIRAN A PARTNERSHIP FIRM KUMAR R HAVING ITS REGISTERED OFFICE AT PLOT NO.W-19, Location: GREATER KAILASH 2 HIGH COURT NEW DELHI 110048 OF KARNATAKA THROUGH ITS PARTNER MR RISHABH MALHOTRA

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MR RISHABH MALHOTRA PARTNER INVENTIVE INVEST HAVING ADDRESS AT M-116 GREATER KAILASH 1 NEW DELHI-110048

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NC: 2025:KHC:20630 CMP No. 225 of 2024

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HC-KAR

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MR ROHAN GUPTA PARTNER INVENTIVE INVEST HAVING OFFICE AT PLOT NO.W-19 GREATER KAILASH 2 NEW DELHI-110048

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…RESPONDENTS

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(VIDE ORDER DATED 03.06.2025 SERVICE OF NOTICE TO R1 TO R3 ARE H/S)

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THIS CIVIL MISC. PETITION IS FILED UNDER SECTION 11(6) OF THE ARBITRATION AND CONCILIATION ACT 1996, PRAYING TO A) APPOINT AN ARBITRATOR IN ACCORDANCE WITH THE PROVISIONS OF THE ARBITRATION AND CONCILIATION ACT 1996, AND CLAUSE IV(2) OF THE REPAYMENT AND SETTLEMENT AGREEMENT DATED 31.01.2024 VIDE ANNEXURE D; AND B) PASS ANY OTHER ORDER IT DEEMS FIT IN THE INTEREST OF JUSTICE AND EQUITY.

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THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER:

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CORAM: HON'BLE MR JUSTICE ASHOK S.KINAGI

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ORAL ORDER

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This Civil Miscellaneous petition is filed under Section 11(6) of the Arbitration and Conciliation Act, 1996 (for short, ‘ the Act ’) for the appointment of an arbitrator to resolve the dispute between the parties in terms of Clause IV(2) of the Repayment and Settlement Agreement dated 31.01.2024 vide Annexure “D”.

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NC: 2025:KHC:20630 CMP No. 225 of 2024

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HC-KAR

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The brief facts, leading rise to the filing of this petition are as follows:

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The petitioner and the respondent-Firm entered into a Repayment and Settlement Agreement regarding the refund of the Due-Diligence fees (“DD fees”) on 31.01.2024. Further, the respondents were unwilling to invest in the petitioner company and agreed to refund the DD fees. Upon the instructions of the respondents, the cheque was presented to HDFC Bank Limited to its bankers on 28.02.2024. On 01.03.2024, a memo was received by the petitioner from the Bank informing that the cheque had been dishonoured due to the respondent’s Bank account, having been blocked .

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The petitioner was constrained to issue a notice on 27.03.2024 under the provisions of the Negotiable Instruments Act, 1881, calling upon the respondents to make payment of ₹43,62,500/-. The petitioner

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HC-KAR

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also invoked the arbitration clause by issuing a notice dated 27.03.2024 under Section 21 of the Act, proposing the name of the Hon'ble Mr.Justice A.V.Chandrashekar, farmer judge, High Court of Karnataka, as the sole arbitrator. The respondents did not consent to the nomination of the Hon'ble Mr. Justice A.V.Chandrashekar. Hence, this petition.

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The notice of this petition was issued to the respondents, and despite service of the notice, none appeared for them.

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Heard the arguments of the learned counsel for the petitioner.

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Learned counsel for the petitioner submits that the petitioner and the respondents have entered into a Repayment and Settlement Agreement regarding the refund of DD fees on 31.01.2024, and the respondents did not perform its obligation. The respondents issued a cheque to the petitioner.

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HC-KAR

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Upon presentation of the said cheque by the

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petitioner, the same was dishonored. Thus, a dispute arose between the petitioner and respondents; As such, the petitioner invoked the arbitration clause by issuing a notice under Section 21 of the Act and also a notice under the provisions of the Negotiable Instruments Act. Hence, he submits that an arbitration clause exists, and the petition may be allowed.

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Perused the records, and considered the submissions of the learned counsel for the petitioner.

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The point, that arises for consideration in this petition, is:

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“Whether the petitioner has made

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out a ground to refer the dispute between the parties to the petition to the arbitrator in terms of Clause

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IV(2) of the Repayment and Settlement Agreement dated

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HC-KAR

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31.01.2024 under the provisions of

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Arbitration and Conciliation Act,

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1996?”

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There is no dispute regarding the execution of the Repayment and Settlement Agreement dated 31.01.2024 between the parties to the petition. The respondents issued a cheque in favour of the petitioner, and the petitioner presented the said cheque. The petitioner received a memo with an endorsement that the cheque was dishonored on the account of the respondents’ bank account, have been

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blocked.

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The petitioner issued a legal notice under the provisions of the Negotiable Instruments Act. Further, the petitioner also invoked the arbitration clause under the Repayment and Settlement Agreement dated 31.01.2024, which reads as follows:

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HC-KAR

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“IV. DISPUTE RESOLUTION

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(1) In the event of any dispute or difference arising out of this Agreement, such dispute or difference shall, in the first instance, be subject to mutual discussions between the Parties to arrive at an amicable resolution.

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(2) Where such mutual discussions fail to resolve such dispute or difference, the Parties, or any of them, shall refer such dispute or difference to a sole arbitrator appointed mutually by the Parties.

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Provided, however, where the Parties are unable to agree upon the appointment of such sole arbitrator then such appointment shall be made in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

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1. The arbitral proceedings shall be conducted in the English language at Bengaluru. The parties agree that the Arbitrator shall be empowered to award pendente-lite interest.”

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HC-KAR

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From the perusal of Clause IV(1), which states that in

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the event of any dispute or difference arising out of the said Agreement, the parties shall settle the dispute amicably. Accordingly to Clause IV(2), in case, if the parties do not settle the dispute amicably, then the dispute shall be referred to a sole arbitrator appointed mutually by the parties.

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The petitioner issued a Legal Notice vide Annexure “H” dated 27.03.2024, wherein the petitioner stated in paragraph 6 of the said notice, as follows:

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“6. Therefore, you owe our Client a sum of INR 49,22,738 (Rupees Forty Nine Lakhs Twenty Two Thousand Seven Hundred and Thirty Eight Only) as of the date of this Notice which amount shall stand enhanced to reflect any further interest, legal and other charges that will accrue until realization. Your evasive conduct and lack of willingness, however, to make payment of the Total Dues set out above and repeated dishonour of your commitments to the resolution of this, in spite of our Client's

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HC-KAR

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efforts to amicably resolve the aforesaid issue constrains our Client to invoke arbitration proceedings in accordance with Clause IV(2) of the captioned Agreement.”

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On perusal of the aforesaid averments in the notice, it is clear that the petitioner, before invoking the arbitration clause, has made efforts to settle the dispute amicably, but the respondents did not settle the dispute. Hence, the petitioner invoked the arbitration clause by issuing a notice under Section 21 of the Act proposing the name of Hon'ble Mr.Justice A.V.Chandrashekar, former Judge of the High Court of Karnataka. The respondents did not reply to the legal notice.

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Admittedly, there is an arbitration clause, and the dispute has arisen between the parties, and the same has to be resolved through arbitration.

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In view of the above discussion, the petitioner has made out a ground to refer the dispute to Arbitration.

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HC-KAR

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Accordingly, the point for consideration is answered

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in the affirmative, and I proceed to pass the following order:

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ORDER

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(i) The petition is allowed .

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(ii) Shri C.K.Nandakumar, learned Senior Counsel, R/o. No.519-520, Prestige Centre Point, Level-5, No.7, Cunningham Road, Opposite Citrus Hotel, Bangalore560052, [Email: nandakumar@ cknlaw.in] is nominated as an Arbitrator to resolve the dispute between the parties to the petition, in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and the Rules.

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(iii) The office is directed to communicate this order to the learned Arbitrator and

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