- 1 - NC: 2025:KHC:11194 CMP No. 448 of 2024 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. 448 OF 2024 BETWEEN: INDRA CHEMICAL MANUFACTURING PRIVATE LIMITED NO.38, VYASARAPADI CO-OPERATIVE INDUSTRIAL ESTATE, VYASARAPADI, CHENNAI-600039 REPRESENTED BY MANAGING DIRECTOR MR. TARUN REDDY …PETITIONER (BY MS. SHREYA MATHEW, ADVOCATE) AND: GENWORKS HEALTH PRIVATE LIMITED 5TH FLOOR, GAMA BLOCK SIGMA SOFT TECH PARK VARTHUR ROAD BANGALORE-560066 REPRESENTED BY ITS DIRECTORS …RESPONDENT (BY SRI. GNANA MURTHY C., ADVOCATE) THIS CIVIL MISC. PETITION IS FILED UNDER SEC.11(6) OF THE ARBITRATION AND CONCILIATION ACT, 1996 PRAYING TO APPOINT A SOLE ARBITRATOR TO RESOLVE AND ADJUDICATE THE DISPUTES THAT HAVE ARISEN BETWEEN THE PETITIONER AND THE RESPONDENT IN ACCORDANCE WITH CLAUSE 23.8 OF THE EXCLUSIVE DISTRIBUTION AGREEMENT, DATED 03.10.2020 VIDE ANNEXURE-A AND ACCORDINGLY REFER THE MATTER TO ARBITRATION. Digitally signed by SUNITHA K S Location: HIGH COURT OF KARNATAKA - 2 - NC: 2025:KHC:11194 CMP No. 448 of 2024 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, praying to appoint the Sole Arbitrator to resolve, and adjudicate the disputes that have arisen between the petitioner and the respondent in accordance with clause 23.8 of the Exclusive Distribution Agreement, dated 03.10.2020 vide Annexure-A. 2. The petitioner-company was engaged in the business of manufacturing and selling biochemistry and haematology diagnostic reagents used in diagnostic laboratories across India. The petitioner company obtained a requisite license to conduct the business operations. 2.1. The respondent-company approached the petitioner-company to take over its sales and marketing functions, and both parties entered into Exclusive - 3 - NC: 2025:KHC:11194 CMP No. 448 of 2024 Distribution Agreement on 3.10.2020 vide Annexure-A. The Respondent company failed to meet the Minimum Purchase Commitment in terms of Clause 4 of the Exclusive Distribution Agreement, even though the petitioner fulfilled all orders. 2.2. The petitioner company issued a legal notice dated 02.07.2024 to the respondent company to initiate arbitration vide Annexure- B. The Respondent-company in its reply dated 07.08.2024 to the legal notice failed to address the issue of breach of the Minimum Purchase Commitment under the Exclusive Distribution Agreement, vide Annexure - C. 2.3. In response to the respondent's reply, the petitioner sent a rejoinder notice on 22.08.2024 complete to ensure clarity and address all pertinent issues. The Company nominated Sri. Antin I. S., retired District judge, as the sole Arbitrator to adjudicate the disputes vide Annexure - D. Hence, this petition. - 4 - NC: 2025:KHC:11194 CMP No. 448 of 2024 3. The respondent did not choose to file the statement of objections. 4. Heard the arguments of the learned counsel for the petitioner, and the learned counsel for the respondent. 5. Perused the records, and considered the submissions of the learned counsels for the parties. 6. The point, that arises for consideration is, “Whether the petitioner-company has made out a ground to refer the dispute to the sole Arbitrator to adjudicate the dispute in terms of Clause 23.8 of the Exclusive Distribution Agreement dated 3.10.2020 as per the provisions of the arbitration and conciliation act 1996?” 7. It is not in dispute that the petitioner-company is engaged in manufacturing and selling biochemistry and haematology diagnostic reagents used in diagnostic laboratories across India. The respondent-company approached the petitioner-company to take over its sales and marketing functions, and both parties entered into Exclusive Distribution Agreement vide Annexure – A on - 5 - NC: 2025:KHC:11194 CMP No. 448 of 2024 03.10.2020. As per clause 4.3 of the Exclusive Distribution Agreement, the respondent-company agrees that, that Genworks’ obligation to meet the Minimum Purchase Commitment as set out in clause 4 shall be contingent upon the Company meeting the quality standards, and duly fulfilling the conditions set out in Annexure-D, more particularly, the 11 quality standards and conditions set out in paragraph 2 (‘Quality and Certifications Expected’) of Annexure-D to the satisfaction of Genworks. It is the case of the petitioner that, respondent failed to meet the minimum purchase commitment under Clause 4 of the Exclusive Distribution Agreement dated 3.10.2020. The petitioner company issued a legal notice dated 2.7.2024 to the respondent company invoking the arbitration in terms of clause 23.8 of the Exclusive Distribution agreement dated 03.10.2020. The respondent company replied to the legal notice vide reply notice dated 7.8.2024, to exclude the Exclusive Distribution Agreement dated 3.10.2020, stating that the said agreement was for a period of three years, and the - 6 - NC: 2025:KHC:11194 CMP No. 448 of 2024 said period expired on 2.10.2023. In response to the respondent's reply, the petitioner sent a rejoinder notice dated 22.8.2024 to ensure complete clarity and address all pertinent issues. The petitioner proposed the name of Sri. Antin I. S., retired District Judge, as the sole Arbitrator to adjudicate the disputes vide Annexure -D. The respondent did not reply to the rejoinder issued by the petitioner vide Annexure-D. 8. I have perused the Exclusive Distribution Agreement dated 03.10.2020. There is an Arbitration Clause in clause 23.8 of the exclusive distribution agreement, which reads as follows : “23.8. Dispute Resolution. The Parties agree that in the event any dispute arising out of or related to this Agreement is not resolved in the ordinary course of business, the Parties shall refer the dispute to binding arbitration. Arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 as in effect on the Effective Date of this Agreement (the "Arbitration Act"). Such disputes will be resolved by the decision of a single arbitrator appointed by mutual agreement of the Parties, or where the Parties fail to agree on such arbitrator, in accordance with the method prescribed in the Arbitration Act. The seat of arbitration will be Bangalore, India; the language of the arbitration will be English. Each Party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrators may, in their discretion, award costs and fees to the prevailing - 7 - NC: 2025:KHC:11194 CMP No. 448 of 2024 Party. This clause shall not be construed to prevent a Party from instituting formal proceedings earlier than indicated to avoid the expiration of any applicable limitations period, preserve a superior creditor position, or seek injunctive relief to prevent irreparable harm, including without limitation, harm caused by a breach of confidentiality obligations under the Agreement.” The Exclusive Distribution Agreement provides an arbitration clause to resolve the dispute arising from the agreement. The dispute has arisen between the petitioner and the respondent related to the Exclusive Distribution Agreement, and the dispute shall be resolved by a decision of the Single Arbitrator appointed by the mutual agreement between the parties, and the seat of the Arbitration shall be at Bengaluru. 9. Admittedly, a dispute has arisen between the parties related to the agreement, and there is an arbitration clause. The petitioner issued an arbitration notice proposing the name of Sri I S Antin, a retired District Judge as an Arbitrator. 10. Thus, in view of the above discussion, the petitioner has made out a ground to refer the dispute - 8 - NC: 2025:KHC:11194 CMP No. 448 of 2024 between the petitioner and the respondent to the sole Arbitrator. 11. In view of the above discussion, I answer the point for consideration in the affirmative. 12. Accordingly I proceed to pass the following order : ORDER i) The Civil Miscellaneous Petition is allowed. ii) Sri. I S Antin, Retired District Judge, is nominated appointed as the sole Arbitrator to adjudicate all the pending disputes and differences between the petitioner and the respondent in accordance with clause 23.8 of the Exclusive Distribution Agreement dated 03.10.2020 vide Annexure-A as per the provisions of the Arbitration and Conciliation Act, 1996 and the Rules. The office is directed to communicate this Order to the learned Arbitrator, and the Arbitration and Conciliation Centre, Bengaluru. Sd/- (ASHOK S.KINAGI) JUDGE rs/List No.: 1 Sl No.: 16