M/S Triage Consultants LLP Vs T K Petcare Pvt. Ltd.

M/S TRIAGE CONSULTANTS LLP HAVING OFFICE AT 2724 31^ST MAIN, 16^TH CORSS HSR LAYOUT, SECTOR 1 BANGALORE 560102 REPRESENTED BY ITS PARTNER SMT. BHAVANA KHEMKA

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Digitally signed by KIRAN KUMAR R Location: HIGH COURT OF KARNATAKA

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M/S COMFY SOLUTIONS PVT. LTD. HAVING OFFICE AT 7 GANESH CHANDRA AVENUE, SUITE NO.1, 4^TH FLOOR KOLKATA – 700013 REPRESENTED BY ITS DIRECTOR SRI. NISHANT PRAKASH

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(BY SRI. NAVEEN G S., ADVOCATE)

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…PETITIONERS

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AND:

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T K PETCARE PVT. LTD. A PRIVATE LIMITED COMPANY REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT 2013 HAVING ITS REGISTERED OFFICE AT NAGANANDA COMMERCIAL COMPLEX No.7/3, 15/1, 185/2, 185/1, 2^ND FLOOR, 18^TH MAIN ROAD

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HC-KAR

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JAYANAGAR, 9^TH BLOCK BANGALORE – 560 041 REPRESENTED BY ITS DIRECTOR SRI. KARTHIKEYAN

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SRI. P KARTHIKEYAN DIRECTOR T.K. PETCARE PVT. LTD., AT NAGANANDA COMMERCIAL COMPLEX No.7/3, 15/1, 185/2, 185/A, 2^ND FLOOR, 18^TH MAIN ROAD JAYANAGAR, 9^TH BLOCK BANGALORE – 560 041

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SMT. SHWETA SHARMA DIRECTOR T K PETCARE PVT. LTD. AT NAGANANDA COMMERCIAL COMPLEX No.7/3, 15/1, 185/2, 185/A, 2^ND FLOOR, 18^TH MAIN ROAD JAYANAGAR, 9^TH BLOCK BANGALORE – 560 041

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…RESPONDENTS

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(BY SRI. VIVEK S., ADVOCATE)

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THIS CIVIL MISC. PETITION FILED UNDER SEC.11(5) OF ARBITRATION AND CONCILIATION ACT 1996., PRAYING TO a) APPOINT AN ARBITRATOR TO ADJUDICATE THE DISPUTE BETWEEN THE PARTIES U/S. 11(5) OF THE ARBITRATION AND CONCILIATION ACT, 1996. b) GRANT SUCH OTHER RELIEFS AS THIS HON’BLE COURT MAY DEEM FIT TO GRANT, IN THE CIRCUMSTANCES OF THE CASE, INCLUDING AN ORDER AS TO COSTS, 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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HC-KAR

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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(5) and (6) of the Arbitration and Conciliation Act, 1996 (for short, ‘ the Act ’) seeking an appointment of the sole Arbitrator in terms of clause 26 of the Term Sheet dated 31.05.2021, vide Annexure A as per the provisions of the Act.

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

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The petitioners are investors in 1^st Respondent Company, represented by its founding Directors, Respondents No. 2 and 3. The investment was made in exchange for 45% equity shares and 4% sweat equity. The Term sheet was signed upon between the petitioners and the respondents on 31.05.2021. Despite the agreement on the clauses of the Term Sheet dated

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31.05.2021, Respondent No.2 and 3 failed to allot

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NC: 2026:KHC:1494 CMP No. 572 of 2024

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HC-KAR

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shares as agreed and pay Rs. 3,25,000/- plus GST for services rendered by the Petitioners (accounting, business consultancy, and office space). The Petitioners issued a legal notice dated 08.07.2022 demanding share allotment, payment of dues, appointment of a sole arbitrator. In response to the same, the respondents sent a reply mail dated 15.07.2022 agreeing to have a final settlement on or before 08.08.2022 and further no such settlement was called upon.

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Furthermore, on 29.05.2023 the petitioners issued another notice and proposed the appointment of the sole arbitrator as per clause 26 of the Term Sheet dated 31.05.2021. In reply to which, the respondents issued a response on 29.06.2023 claiming baseless and illegal claims against the petitioners. Being constrained by the same, the petitioners have filed this petition seeking the appointment of the sole arbitrator.

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HC-KAR

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Heard the arguments of the learned counsel for the petitioners and the learned counsel for the respondents.

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Learned counsel for the petitioner submits that the petitioners and the respondents have signed the Terms Sheet dated 31.05.2021 and after having signed the same the dispute arose between the parties. No mutual settlement is arrived at between the parties. The petitioners invoked an arbitration clause by issuing an arbitration notice on 29.05.2023. however, the Respondents issued a reply claiming baseless and illegal claims against the petitioners. He submits that the dispute has arisen between the parties and the same has to be resolved by appointing the sole arbitrator. Accordingly, on these grounds, prays to allow the petition.

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Per contra , learned counsel for the respondents submits that no arbitral dispute has been arose between the

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NC: 2026:KHC:1494 CMP No. 572 of 2024

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HC-KAR

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parties to the petition. Accordingly, prays to dismiss the petition.

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Perused the records and considered the submissions of

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the learned counsel for the parties.

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The point, that would arise for my consideration is as follows:

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“Whether the petitioners have made out a ground to refer the dispute to the sole arbitrator in terms of clause 26 of the Terms Sheet dated 31.05.2021 as per the provisions of the Arbitration and Conciliation Act, 1996?”

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It is undisputed that the petitioners and the respondents signed the Terms Sheet dated 31.05.2021 and after having signed the same the dispute arose between the parties. No consensus was arrived at, between the parties in resolving the dispute. The petitioner invoked the arbitration clause by issuing an arbitration notice dated 29.05.2023 at Annexure D.

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However, the respondents issued a reply dated

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NC: 2026:KHC:1494 CMP No. 572 of 2024

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HC-KAR

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29.06.2023 at Annexure E claiming a baseless and

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illegal claims against the petitioner. I have perused the Terms Sheet dated 31.05.2021 at Annexure A. There exists an Arbitration clause in Terms Sheet at Clause 26, which reads as follows:

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26. Governing Law, Dispute Resolution

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and Jurisdiction:

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This Terms Sheet and the Transaction Documents shall be governed by and construed in accordance with the laws in India.

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All disputes in relation to this Term Sheet will be subject to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The place of the arbitration will be Bengaluru. Subject to the arbitration provision above, all disputes between the parties in relation to this term sheet will be subject to the exclusive jurisdiction of courts in Bengaluru.

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HC-KAR

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From the perusal of clause 26, it is evident that, all the disputes regarding the Term Sheet dated 31.05.2021 would be subject to Arbitration by the Sole Arbitrator under the provisions of the Act. In the case on hand, the dispute has arisen between the parties and the petitioner has issued an arbitration notice date 29.06.2023 vide Annexure D. However, the respondents did not turn up to comply with the demands of the petitioners.

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Admittedly, there is an arbitral clause at clause 26 of the Terms Sheet dated 31.05. 2021 and the arbitral dispute arose between the parties which has to be resolved by the sole arbitrator in terms of the arbitral clause in accordance with the provisions of the Act. Therefore, the petitioner has made out a ground for appointment of the sole arbitrator to resolve the dispute between the parties to the petition. Accordingly, I answer the point in the affirmative.

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HC-KAR

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Given the preceding discussion, I proceed to pass the

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following order:

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ORDER

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1.The CMP is allowed.

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2.Sri. S.C.Ingalagi, District Judge (Retired) is appointed as the sole arbitrator to resolve the dispute between the parties to the petition in accordance with the provisions of the Act of 1996.

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3.The office is directed to communicate a copy of this order to the learned Arbitrator and the Arbitration and conciliation center Bengaluru.

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4.Pending application(s), if any, stands disposed of.

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Sd/(ASHOK S.KINAGI) JUDGE

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SKS (Online)

M/S Triage Consultants LLP v. T K Petcare Pvt. Ltd.

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M/S Triage Consultants LLP v. T K Petcare Pvt. Ltd.

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