- 1 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 1ST DAY OF JULY, 2025 BEFORE THE HON'BLE MR JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 259 OF 2024 BETWEEN: VER SE INNOVATION PVT LTD., UNDER THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT 11TH FLOOR, WING E, HELIOS BUSINESS PARK, OUTER RINGH ROAD, KADUBEESANAHALLI, BENGALURU, KARNATAKA-560 103 REP. BY ITS AUTHORIZED REPRESENTATIVE, SHRI MOHIT BATRA S/O SHRI RAJENDER KUMAR BATRA AGED ABOUT 40 YEARS, R/AT 9032, SOBHA DAFFODIL, SECTOR 2 HSR LAYOUT, BANGALORE, KARNATAKA 560012 …PETITIONER (BY SRI. AJAY NANDALIKE J., ADVOCATE) AND: RHITI SPORTS MANAGEMENT PVT. LTD., A REGISTERED COMPANY UNDER THE COMPANIES ACT, 1956 HAVING ITS REGISTERED OFFICE AT 7514, SECTOR D-7, VASANT KUNJ, NEW DELHI, 110070 REP. BY MR. ARUN PANDEY DIRECTOR, RHITI SPORTS MANAGEMENT PVT. LTD. R/O 7514, SECTOR D-7, VASANT KUNJ, NEW DELHI, 110070 …RESPONDENT (BY SRI. KISHORE KUMAR, ADVOCATE) Digitally signed by SUNITHA K S Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 THIS CIVIL MISC. PETITION IS FILED UNDER SEC.11(6) (A) OF THE ARBITRATION AND CONCILIATION ACT, 1996. PRAYING TO I) APPOINT AN INDEPENDENT SOLE ARBITRATOR UNDER THE PROVISIONS OF SECTION 11 OF THE ARBITRATION AND CONCILIATION ACT, 1996 AS PER CLAUSE 7(B) OF SETTLEMENT EXTENSION DEED DATED 12.06.2023 (ANNEXURE-A) II) AWARD COST OF THE PRESENT PETITION TO THE PETITIONER. 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 by the petitioner under Section 11(6) of the Arbitration & Conciliation Act, 1996, for the appointment of an arbitrator to resolve the dispute between the parties to the petition in terms of clause No.7(b) of the Settlement Extension Deed dated 12.06.2023 vide Annexure-A. 2. Brief facts leading rise to the filing of this petition are as follows: The petitioner and the respondent entered into a Masters Services Agreement for providing certain services to the petitioner, which were more elaborately described in - 3 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 a Statement of Work-1 (hereinafter referred to as ‘SOW’) on 30.03.2022. The petitioner and the respondent entered into a Statement of Work-2, wherein the respondent agreed to provide further services of a similar nature worth Rs.10 crores to the petitioner on 20.04.2022. The petitioner and respondent executed a Settlement-cum- termination deed on 13.07.2022, on the ground that the respondent failed to deliver services or repay the amount as mentioned in SOW-1. 3. The petitioner issued a demand notice to the respondent under Rule 5 of the Insolvency and Bankruptcy Rules 2016 regarding the unpaid operational debt of Rs.14.90 crores. The respondent issued a communication in response to the said demand notice dated 19.01.2023 to the petitioner, on 30.01.2023. The petitioner and the respondent entered into a Settlement Extension deed on 12.06.2023, upon acknowledgement of the respondent’s liability by the time of said agreement and by generating an equivalent revenue, worth Rs.15 lakhs, the founder and - 4 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 director of the respondent company wrote an email unilaterally to the petitioner, mentioning an agreement between the petitioner and the respondent for referring to an sponsorship of a K-Pop show. The petitioner issued notice of dispute as per clause 7(b) of the settlement extension deed dated 12.06.2023, along with screenshots of the email and called upon the respondent to make payment within 7 days. The respondent failed to comply with above said notice. Hence, the petitioner invoking the arbitration clause, issued an arbitration notice dated 22.03.2024. The respondent acknowledged the receipt of notice invoking the arbitration clause, vide email dated 03.04.2024. The respondent did not come forward to settle the dispute through arbitration. Hence, this petition. 4. The respondent did not file a statement of objections. Hence, the statement of objections is taken as not filed. - 5 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 5. Heard the arguments of Sri. Ajay Nandalike J., the learned counsel for the petitioner and Sri. Kishore Kumar, learned counsel for the respondent. 6. Learned counsel for the petitioner submits that the petitioner and the respondent, entered into a Masters Services Agreement on 30.03.2022, and also entered into Statement of Work-1 and Statement of Work-2 and Settlement-cum-termination deed, which was executed on 13.07.2022 as the respondent failed to deliver the services as agreed. Further the petitioner and the respondent entered into a Settlement Extension Agreement dated 12.06.2023. However, the respondent breached the agreement by writing an email dated 01.01.2024. As the dispute arose between the parties to the petition, the petitioner invoked the arbitration clause of the agreement dated 12.06.2023 by issuing an arbitration notice. The respondent did not replied to the arbitration notice. Hence, he submits that there is an arbitration clause, and - 6 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 the same is to be resolved through an arbitration. Hence, prays to allow the petition. 7. Per contra, learned counsel for the respondent submits no objection to allow the petition. 8. Perused the records and considered the submissions of the learned counsel for the parties. 9. The point that arises for consideration is as follows: “Whether the petitioner has made out a ground to refer the dispute to the arbitrator as per clause 7(b) of the Settlement Extension Deed dated 12.06.2023 as per the provisions of the Arbitration and Conciliation Act, 1996, and the Rules?” 10. There is no dispute regarding the execution of a Masters Services Agreement on 30.03.2022 for providing certain services to the petitioner, which were elaborated in the Statement of Works-(1) and (2) dated 30.03.2022 and 20.04.2022. Later, a Settlement-cum-termination deed - 7 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 was executed between the parties to the petition on 13.07.2022. The petitioner issued a demand notice to the respondent under Rule 5 of the Insolvency and Bankruptcy Rules, 2016 regarding the unpaid operational debt of Rs.14.90 crores. The respondent replied to the demand notice. Further, the petitioner and respondent entered into a Settlement Extension Deed dated 12.06.2023, acknowledging the liabilities of the respondent. As the respondents have failed to pay the outstanding dues, as per the agreement dated 12.06.2023, the petitioner invoked an arbitration clause 7(b) mentioned in the Settlement Extension deed dated 12.06.2023 which reads as follows: 7. Governing Law and Jurisdiction: (b) If any dispute or controversy arises between the parties, whether arising out of, or relating to, this Deed, the Principal Agreement, or otherwise (“Dispute”), the Parties shall use all reasonable endeavors to resolve the Dispute amicably, in a spirit of cooperation. If either party to this Deed, gives the other party a notice that such a - 8 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 Dispute has arisen and the parties to this Deed are unable to amicably resolve the Dispute within 30 (thirty) calendar days of service of the written notice, then the same shall be resolved by Arbitration by a sole arbitrator. The seat of arbitration will be Bangalore and the proceedings of arbitration shall be conducted in English language. 11. From the perusal of clause 7(b), it provides that if any dispute arises between the parties relating to the deed, the dispute shall be referred to arbitration. Admittedly, the petitioner by invoking an arbitration clause issued an arbitration notice on 22.03.2024 vide Annexure- J to the respondent. The said notice was received by the respondent and the respondent acknowledge the same through an email. The said notice was served on the respondent sent via RPAD and by certificate of posting. Admittedly, there is an arbitration clause in the Settlement Extension Deed dated 12.06.2023. The arbitral dispute arose between the parties to the petition, and the said dispute must be resolved through an arbitration. There - 9 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 exists an arbitration clause. In view of the above discussion, the petitioner has made out a ground to refer the dispute to the Arbitrator. Accordingly, I answer the point for consideration in the affirmative. 12. Accordingly, I proceed to pass the following: ORDER i. The Civil Miscellaneous Petition is allowed. ii. Hon’ble Justice Sri. C.R.Kumarswamy, Former Judge, High Court of Karnataka, is nominated as an Arbitrator to resolve the dispute between the parties as per the provisions of the Arbitration and Conciliation Act, 1996 and the Rules. iii. The office is directed to communicate a copy of this order to the learned Arbitrator and the Arbitration and Conciliation Centre, Bengaluru. iv. All the contentions of the parties are kept open. - 10 - HC-KAR NC: 2025:KHC:23330 CMP No. 259 of 2024 In view of the disposal of the petition, pending IAs, if any, stand disposed of. Sd/- (ASHOK S.KINAGI) JUDGE sks