- 1 - NC: 2025:KHC:11196 CMP No. 18 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 18TH DAY OF MARCH, 2025 BEFORE THE HON'BLE MR JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 18 OF 2025 BETWEEN: 1. REFLECTIONS INFO SYSTEMS PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE PROVISIONS OF COMPANIES ACT 2013 HAVING ITS REGISTERED OFFICE AT CARNIVAL BUILDING TECHNOPARK CAMPUS, KARYAVATTOM THIRUVANANTHAPURAM, KERALA INDIA-695 581. REP. BY ITS CEO …PETITIONER (BY SRI. ASHWIN .K, ADVOCATE) AND: 1. CUSTIV MANUFACTURING SOLUTIONS PVT LTD A COMPANY INCORPORATED UNDER THE PROVISIONS OF COMPANIES ACT 2013 HAVING ITS REGISTERED OFFICE AT CUSTIV, INCUBEX HSR 26, 656, 1131 22ND CROSS ROAD PARANI PALYA SECTOR 2, HSR LAYOUT BANGALORE-560 102. ALSO AT 4TH FLOOR KABRA EXCELSIOR 6/A, 80 FT. ROAD, KORAMANGALA Digitally signed by SUNITHA K S Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:11196 CMP No. 18 of 2025 3D BLOCK BANGALORE-560 034. …RESPONDENT (VIDE ORDER DATED 14.03.2025, RESPONDENT SERVICE IS HELD SUFFICIENT) THIS CMP IS FILED UNDER SECTION 11(6) OF THE ARBITRATION AND CONCILIATION ACT, 1996 PRAYING TO APPOINT A FIT AND PROPER PERSON AS THE SOLE ARBITRATOR IN TERMS OF THE MASTER SERVICE AGREEMENT TO ADJUDICATE UPON AND DETERMINE THE DISPUTES / DIFFERENCES BETWEEN THE PETITIONER AND THE RESPONDENT ARISING OUT OF OR IN CONNECTION WITH THE MASTER SERVICE AGREEMENT DATED 17.01.2024 (ANNEXURE -A) AS PROVIDED IN CLAUSE 13.8 OF THE MASTER SERVICE AGREEMENT EXECUTED BETWEEN THE PARTIES AND ETC. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE ASHOK S.KINAGI ORAL ORDER The civil miscellaneous petition is filed under section 11(6) of the Arbitration and Conciliation Act 1996, for the appointment of an arbitrator to adjudicate upon and determine the dispute /differences between the petitioner and respondent arising out of or in connection with the Master Service Agreement dated 17.01.2024 Vide Annexure- A as provided in clause 13.8 of the Master Service Agreement executed between the parties. - 3 - NC: 2025:KHC:11196 CMP No. 18 of 2025 2. The brief facts leading rise to the filing of this petition are as follows: The respondent approached the petitioner with an intention to enter into an agreement to engage the petitioner's services to provide support services and digitize its manufacturing process. A Master Service Agreement dated 17.01.2024 was entered between the petitioner and the respondent. Subsequently, a statement of work dated 19.02.2024 was entered between the petitioner and the respondent, which detailed the scope of work, the deliverables of the petitioner and the number of resources to be deployed to complete the project. The petitioner completed the first module of its services as the respondent was required to enhance customer experience. This deliverable was revived along with the representatives of the respondent, and the respondent was satisfied with the deliverable provided by the petitioner, and the respondent wanted to go live. - 4 - NC: 2025:KHC:11196 CMP No. 18 of 2025 3. As of the date, invoices from March 2024 aggregating to a sum of rupees 1,25,02,442/- are payable to the petitioner, in addition to the invoice among the respondent, who is liable to pay interest at 12% per annum from the due date. Further, a sum of Rs.31,35,966/- is due and payable by the respondent towards the cost of the workforce that was engaged by the petitioner, which the respondent later declined. In terms of clause 13.8 of the Master Service Agreement, the parties agreed that the dispute should be attempted to be settled by way of negotiation followed by arbitration and that took place between the petitioner and the respondent where the party was trying to resolve the dispute. On 5.12.2024, the petitioner issued a notice under Section 21 of the Arbitration and Conciliation Act 1996, seeking the consent of the respondent for the appointment of Sri M.R.C. Ravi, senior counsel, High Court of Karnataka, as a sole Arbitrator to adjudicate the dispute between the parties. Despite the service of notice, the respondent has neither - 5 - NC: 2025:KHC:11196 CMP No. 18 of 2025 responded to the notice nor accepted the nomination made by the petitioner. Hence, this petition. 4. Notice was issued to the respondent. Despite the service of notice, there is no representation on behalf of the respondent. 5. The point that arises for consideration is as follows : “Whether the petitioner has made out the ground to appoint an Arbitrator to adjudicate upon and to determine the dispute between the petitioner and the respondent arising out of or in connection with the Master Service Agreement dated 17.01.2024 as provided in clause 13.8 of the Master Service Agreement?” 6. It is not in dispute that the respondent approached the petitioner to agree to engage the petitioner's service to provide support services and digitize its manufacturing process. A statement of work date of 19.02.2024 was entered into between the petitioner and respondent in terms of the Master Service Agreement dated 17.01.2024. The petitioner raised its first invoice on - 6 - NC: 2025:KHC:11196 CMP No. 18 of 2025 the respondent for the service rendered on 31.03.2024, the petitioner raised a second invoice on 30.04.2024, and 3rd invoice was raised on 28.05.2024. The petitioner sent an email to the respondent seeking the preferred mode of alternative dispute resolution. The respondent replied by suggesting that they prefer the mode of an alternative to dispute resolution which would be negotiation followed by an arbitration. The first negotiation was held on 13.08.2024 between the petitioner and the respondent, and the second on 13.9.2024. The talks did not work out. The petitioner issued a notice under Section 21 of the Arbitration and Conciliation Act. On 5.12.2024, the petitioner proposed the name of Arbitrator Sri M.R.C Ravi, Senior advocate at the High Court of Karnataka, Bangalore. The respondent did not reply to the notice under Section 21 of the Arbitration and Conciliation Act, 1996. I have perused the Master Service Agreement executed between the petitioner and the respondent. The said agreement, provide an Alternative Dispute Resolution in clause 13.8, which reads as follows: - 7 - NC: 2025:KHC:11196 CMP No. 18 of 2025 "In the event of a dispute arising out of this agreement, such a dispute will be submitted first to a mutually agreeable method of Alternative Dispute Resolution prior to the commencement of any court action. Alternative dispute resolution may include, but are not limited to arbitration, conciliation, mediation, and negotiation". 7. Admittedly, the petitioner and the respondent negotiated on 13.08.2024 and 13.09.2024. The said negotiations did not materialize, and the petitioner invoked the Arbitration clause by issuing a notice under Section 21 of the Arbitration and Conciliation Act, 1996. There is an Arbitration clause in the Master Service Agreement dated 17.12.2024, and the dispute has a arisen between the petitioner and respondent regarding invoices. In view of the above discussion, the petitioner has made out the grounds to refer the matter to the Arbitrator to adjudicate the dispute between the parties. Accordingly, I answer the point for consideration in the affirmative. 8. In view of the above discussion, I proceed to pass the following: - 8 - NC: 2025:KHC:11196 CMP No. 18 of 2025 ORDER i. The Civil Miscellaneous Petition is allowed. ii. Hon'ble Justice Sri A.N. Venugopala Gowda, former Judge of the High Court of Karnataka, is appointed as a sole Arbitrator to adjudicate the dispute between the parties as per the Arbitration and Conciliation Act, 1996 provisions. iii. The office is directed to forward a copy of this order to the learned Arbitrator and the Arbitration and Conciliation center in Bengaluru. Sd/- (ASHOK S.KINAGI) JUDGE sks