- 1 - NC: 2025:KHC:10279 CMP No. 368 of 2023 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 11TH DAY OF MARCH, 2025 BEFORE THE HON'BLE MR JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 368 OF 2023 BETWEEN: M/S ASTI INFOTECH PRIVATE LIMITED REPRESENTED BY ITS DIRECTOR MRS. SUNITY CHOUDARY NO.90, BUDDINATH TOWERS (MANJUNATH KANIKA) GROUND FLOOR, 2ND MAIN, PHASE-1 ELECTRONIC CITY, BANGALORE-560100 …PETITIONER (BY SRI. RAGHAVENDRA S. HANJER, ADVOCATE) AND: 1. M/S IMTAC INDIA PRIVATE LTD., REPRESENTED BY ITS GENERAL MANAGER MR. GEORGE THOMAS G 10007A TO G 102, 10TH FLOOR GAMMA BLOCK, SIGMA SOFT TECH PARK VARTHOOR KODI, WHITEFIELD ROAD BANGALORE-560066 2. M/S IMTAC INDIA PRIVATE LTD., REPRESENTED BY ITS PRESIDENT MR. VINESH MALIK B-6/8, 4TH FLOOR, LSC, SAFDARJUNG ENCLAVE NEW DELHI-110029 …RESPONDENTS (NOTICE D/W V/O DATED 06.03.2025 R2 IS SERVED) Digitally signed by SUNITHA K S Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:10279 CMP No. 368 of 2023 THIS CIVIL MISC. PETITION IS FILED UNDER SEC.11(5) OF THE ARBITRATION AND CONCILIATION ACT 1996, PRAYING TO 1. NOMINATE AND APPOINT A SOLE ARBITRATOR TO ADJUDICATE UPON THE DISPUTE ARISING OUT OF CLAUSE 14(F) (iii) OF THE AGREEMENT DATED 22.11.2018 (PRODUCED AT ANNEXURE-B) ENTERED INTO BETWEEN THE PETITIONER AND THE RESPONDENT AND 2. ISSUE ANY OTHER ORDER(S) OR DIRECTION(S) AS THIS HON’BLE COURT DEEMED FIT AND PROPER IN THE FACTS AND CIRCUMSTANCES OF THE CASE IN THE INTEREST OF JUSTICE. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE ASHOK S.KINAGI ORAL ORDER This Civil Miscellaneous Petition is filed under Section 11(6) of the Arbitration and Conciliation Act, 1996, for the appointment of an Arbitrator to resolve the dispute between the petitioner and respondents arising out of Clause 14(f)(iii) of the agreement dated 22.11.2018. 2. Brief facts leading rise to the filing of this petition are as follows: The petitioner is a private limited company i.e., inter- alia engaged in providing information technology (IT) services across the globe. The respondent entered into an agreement dated 22.11.2018 with the petitioner for - 3 - NC: 2025:KHC:10279 CMP No. 368 of 2023 receiving vehicle tracking and monitoring solutions based upon the terms and conditions prescribed therein. The petitioner has been raising pro-forma invoices for the services provided monthly. On receipt of the payment from the respondent, the petitioner raised the invoices. The provisions of services were continued even after the expiry of the agreement period based on the oral mutual understanding/consent of both the parties, i.e., petitioner and respondent. 3. The petitioner, during the period from December 2018 to October 2020, has totally raised 12 final invoices for a total value of Rs.21,43,047/- and received an amount of Rs.8,56,604/-. The petitioner provided uninterrupted services to the respondent from November 2019 to February 2022 and raised 15 pro-forma invoices for the total amount of Rs.17,92,465/-. Despite receiving uninterrupted services, the respondent has failed to make payment of the outstanding amount of Rs.12,86,443/- and Rs.17,92,465/- totalling to - 4 - NC: 2025:KHC:10279 CMP No. 368 of 2023 Rs.30,78,908/- to the petitioner. The petitioner sent several emails on 18.02.2022, 25.02.2022, 09.03.2022, 09.11.2022 and 14.12.2022 and also communicated with the respondent, calling for the payments of the outstanding amount. 4. The respondent sent two emails on 10.01.2022 and 16.02.2022 for discontinuation of the service for two logins and their associated two devices out of forty-three devised with immediate effect and the same has been discontinued by the petitioner on the very same day. 5. The petitioner submitted an application before MSEFC on 13.04.2022 for recovery of outstanding payment from the respondent, and the same was not considered by MSEFC till date. The respondent sent an e- mail on 14.03.2023 informing that they are looking into the outstanding payment and will revert back at the earliest. The petitioner issued an arbitration notice invoking the arbitration Clause calling upon the respondent to pay a sum of Rs.30,78,908/- payable for the services - 5 - NC: 2025:KHC:10279 CMP No. 368 of 2023 provided by them. Two invoices and 18 proforma invoices were raised from November 2019 to February 2022. Despite service of legal notice, the respondent has neither replied nor disputed the receipt of services from the petitioner at any time to date. Hence, a cause of action arose for the petitioner to file the petition for appointment of an Arbitrator. 6. Notice to respondent No.1 was dispensed with vide order dated 06.03.2025,and notice was served on respondent No.2, whom there is no representation. 7. Heard the arguments of the learned counsel for the petitioner. 8. Learned counsel for the petitioner submits that the respondent entered into an agreement with the petitioner for receiving services of the vehicle tracking monitoring solution. Petitioner has provided uninterrupted service, but the petitioner submitted invoices for payment. Despite the rising of invoices, the respondent did not make - 6 - NC: 2025:KHC:10279 CMP No. 368 of 2023 any payment on pending bills. The respondent sent an e- mail for discontinuation of service with immediate effect. The petitioner requested for payment of outstanding amount. The petitioner approached MSEFC for recovery of the outstanding amount. The MSEFC did not consider the same. Petitioner invoking arbitration Clause as per Clause 14(f)(iii) of the agreement dated 22.11.2018 vide Annexure- B entered into between the petitioner and the respondent. Hence, he prays to allow the petition. 9. Perused the records. The point that arises for consideration is as follows: “Whether the petitioner made out a ground to refer the matter to the arbitrator as per clause 14(f)(iii) of the agreement dated 22.11.2018 vide Annexure-‘B’ as per provisions of the Arbitration and Conciliation Act, 1996?” 10. There is no dispute that the respondent entered into an agreement on 22.11.2018 with the petitioner for receiving a vehicle tracking and monitoring solution, based upon the terms and conditions prescribed in the - 7 - NC: 2025:KHC:10279 CMP No. 368 of 2023 agreement. The petitioner has provided the services as per the terms and conditions prescribed in the agreement. The petitioner raised proforma invoices for the service provided on a monthly basis. During the period from December 2018 to October 2020. The petitioner raised 12 final invoices for a total value of Rs.21,43,047/-, and the respondent paid Rs.8,56,604/-. The petitioner has provided uninterrupted services to the respondent from November 2019 to February 2022 and raised 15 proforma invoices for the total amount of Rs.17,92,465/-. The respondent did not clear the total outstanding amount of Rs.30,78,908/-. The petitioner sent e-mails on several occasions. The respondent did not repay the outstanding amount. 11. There is an arbitration clause in the agreement which reads as follows: 14(f)(iii): All disputes, controversies, or differences between the parties arising out of, in relation to or in connection with this agreement, or any alleged any breach of the forgoing, shall be - 8 - NC: 2025:KHC:10279 CMP No. 368 of 2023 settled amicably and promptly by good faith negotiation of the parties pursuant to section f(i) above, if such disputes, controversies and differences cannot be settled between the parties as aforesaid, via section they shall be finally settled by arbitration conducted in Bangalore, pursuant to Indian Arbitration and Conciliation Act, 1996 and the arbitration proceedings shall be in English Language. 12. From the perusal of the Arbitration clause, if any dispute or differences arise out of, in relation to or in connection with the agreement, the dispute shall be settled amicably. If such dispute or controversy or differences cannot be settled between the parties, in that case they shall be finally settle by the Arbitration, conducted in Bengaluru, pursuant to the Arbitration and Conciliation Act, 1996. 13. Admittedly, the parties have entered into an agreement and there is an arbitration clause. The dispute has arisen between the parties in relation to, or in connection with the agreement. Thus, the petitioner has made out a ground to refer the matter to the Arbitrator as - 9 - NC: 2025:KHC:10279 CMP No. 368 of 2023 per clause 14(f)(iii) of the agreement dated 22.11.2018 vide Annexure-B. In view of the above discussion, I answer the point for consideration in the affirmative. 14. Accordingly, I proceed to pass the following: ORDER i. The Civil Miscellaneous Petition is allowed. ii. Smt. Justice Rathnakala, Former Judge of the High Court of Karnataka, is appointed as Arbitrator to resolve the dispute between the petitioner and respondent according to the provisions of the Arbitration and Conciliation Act, 1996. iii. The office is directed to forward the copy of this order to the learned Arbitrator and Arbitration and Conciliation Center, Bengaluru. Sd/- (ASHOK S.KINAGI) JUDGE BVK, SKS