- 1 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 5TH DAY OF DECEMBER, 2025 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ CIVIL MISC. PETITION NO. 67 OF 2025 BETWEEN: SRI KASTHALA RAMALINGESWARA RAO (K.R.L RAO) S/O. UMA MAHESHWARA RAO AGED ABOUT 72 YEAR R/AT NO.105, TALLM SUDHA RESIDENCY 14TH 'A' MAIN, 6TH CROSS, N.S.PALYA, BTM 2ND STAGE BENGALURU-560076 …PETITIONER (BY SRI. RAMACHANDRA HALINATHOTA, ADVOCATE) AND: 1. M/S ANTHEM BIOPHARMA PVT LTD CORPORATE IDENTITY NO. U24232KA2009PTC051551 HAVING ITS REGISTERED OFFICE AT NO.49, CANARA BANK ROAD, BOMMASANDRA INDUSTRIAL ESTATE, PHASE-2, BENGALURU-560100. REP. BY SRI.AJAY BHARDWAJ 2. SRI.AJAY BHARDWAJ S/O. PREMCHAND BHARADWAJ R/AT A4, EPSILON GREENS, YAMALUR MAIN ROAD, NEXT TO LOGICA YAMALUR, BENGALURU-560037. 3. SRI. MANJUNATH.B.S. S/O.SRI.BHAVANI SHANKAR R/AT NO.16, 2ND MAIN, SHREYAS COLONY, J.P.NAGAR 7TH PHASE, BENGALURU-560078. Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 4. SRI. VENKATA CHALAM CHITRAPU S/O.SRI.CHITRAPU VENKATA CHALAM R/AT NO.4F4 SAI VISHWANATHA TOWERS ACHARI STREET, SALYANARAYANAPURAM, VIJAYAWADA-52, ANDHRA PRADESH. …RESPONDENTS (BY SRI. I S DEVAIAH, ADVOCATE FOR R1 & R2; V/O DTD: 17.10.2025 R3 & R4 ARE DELETED FROM THE ARRAY OF PARTIES) THIS CMP IS FILED UNDER SECTION 11(5) OF ARBITRATION AND CONCILIATION ACT, 1996, PRAYING TO APPOINTMENT OF SOLE ARBITRATOR AS REQUIRED UNDER SECTION 11 OF THE ARBITRATION AND CONCILIATION ACT 1996 TO ADJUDICATE THE DISPUTE BETWEEN THE PARTIES IN RESPECT OF NON PAYMENT OF THE SHARE PURCHASE AS PER ARBITRATION CLAUSE IN PARA NO.20 AND 21 VIDE ANNEXURE A DTD: 4.2.2011. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR JUSTICE SURAJ GOVINDARAJ ORAL ORDER 1. The petitioner is before this Court seeking for the following reliefs: a. To appointment of sole arbitrator as required under section 11 of the arbitration and conciliation act 1996 to adjudicate the dispute between the parties in respect of non payment of the share purchase as per arbitration clause in para No.20 and 21 vide Annexure A dtd: 4.2.2011. b. Award cost and other reliefs deems fit under the circumstances of the case, in the interest of justice and equity. - 3 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 2. The petitioner and the respondents had entered into a Share Purchasing Agreement on 04.02.2011 which is governed by an arbitration clause in terms of Clause 9.1, which is reproduced hereunder for easy reference: 9.1 Governing Law, Jurisdiction & Dispute Resolution: All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of India. Any disputes or differences whatsoever between the Parties which cannot be settled by mutual discussions shall be settled by arbitration at Bangalore under and in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Nothing contained in this clause will preclude any Party from applying for and obtaining any injunctive, prohibitory or other similar urgent or interim relief from a competent Court of law, for which the Courts at Bangalore shall have exclusive jurisdiction. 3. The petitioner resigned from the Directorship of respondent no.1 - company in the year 2019 and thereafter for the first time raised a claim on the respondent on 29.12.2021 for payment of the due amounts, which was replied to by the respondent on 24.01.2022 denying the demands made by the petitioner. Subsequently a further notice had been issued on 14.08.2023, invoking the arbitration - 4 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 clause, appointing an arbitrator, which again came to be replied on 28.08.2023, denying the same. Proceedings in CMP No.384/2023 having been filed before this Court, this Court, by order dated 19.03.2024, dismissed the said petition reserving liberty to issue a fresh notice to all the parties to the agreement since the earlier notice had been issued to only few of them. Hence a notice was issued on 06.04.2024 again invoking the arbitration clause in pursuance of which the respondent replied denying its liability. Hence the petitioner filed one more CMP in CMP No.235/2024, which came to be disposed by this court on 03.12.2024 reserving liberty to the petitioner to issue another fresh notice, this time including the company since the company had not been issued a notice. In pursuance thereof, the petitioner issued a notice on 07.01.2025 this time to all the parties to the agreement. Again the liability was denied by the respondent in its reply. In that - 5 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 background, the petitioner is before this Court seeking for the aforesaid reliefs. 4. Learned counsel for respondents submits that the above petition is ex-facie barred by limitation inasmuch as the petitioner having resigned in the year 2019, the present petition filed now is ex-facie barred by limitation. 5. At this stage, I am unable to accept the said submission since whether the claim is barred by limitation or not being a mixed question of fact and law, the same would have to be decided by the arbitrator so appointed inasmuch as it cannot be said that it is ex facie barred by limitation, when the petitioner had issued the first notice on 29.12.2021, filed Civil Miscellaneous Petition before this Court, when liberty was reserved by this Court to the petitioner to issue a fresh notice and then approach this Court if the respondent were not agreeable. Liberty having been reserved by the Co-ordinate - 6 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 Bench of this Court to the petitioner on two earlier occasions, the time spent in the meanwhile cannot ex facie be said to be barred by limitation. The same would have to be decided by the arbitrator after evidence is laid. In that view of the matter, I pass the following: ORDER i) CMP is allowed. ii) Sri Radhakrishna Holla K, former District Judge of the District Judiciary is appointed as a sole arbitrator to arbitrate the dispute between the parties under the aegis of the Arbitration Centre attached to this Court. iii) Registry is directed to forward a copy of this order to the Director, Arbitration and Conciliation Centre for doing the needful. iv) Since the order is passed in the presence of all the counsel, the parties shall appear before the Director, Arbitration and Conciliation Centre - 7 - HC-KAR NC: 2025:KHC:51535 CMP No. 67 of 2025 without requirement of any notice on 16.12.2025 at 2.30 p.m. v) All contentions including limitation are kept open which shall be decided by the arbitrator without being influenced by any of the observations made in the present order. vi) All contentions are kept open. vii) Registry is directed to return the original and/or certified copies, if produced, to the respective parties who have produced it/them by following due procedure. SD/- (SURAJ GOVINDARAJ) JUDGE PRS List No.: 1 Sl No.: 55