- 1 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 7TH DAY OF NOVEMBER, 2025 BEFORE THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ CIVIL MISC. PETITION NO. 200 OF 2024 BETWEEN: M/S. SRIMUNISUVRATA AGRI INTERNATIONAL LIMITED, (ERSTWHILE M/S LMJ INTERNATIONAL LIMITED), CIN NO U51226WB1992PLC056951, HAVING ITS OFIFCE AT NO C-25, 7TH MILESTONE, KUDLU GATE, HOSUR ROAD, BANGALORE-560 068, REP. BY ITS MANAGER, SRI NAGARAJ M R. …PETITIONER (BY SRI VENKATESHA T S, ADVOCATE) AND: M/S. FOOD KARNATAKA LIMITED (FKL), A GOVERNMENT OF KARNATAKA UNDERTAKING HAVING ITS OFFICE AT NO.17, GENERAL K S THIMMAYYA ROAD, (RICHMOND ROAD), BANGALORE-560 025. REP. BY ITS MANAGING DIRECTOR AND SPECIAL OFFICER. …RESPONDENT (BY SMT. RUPA RON, ADVOCATE FOR SRI KIRAN V RON, ADVOCATE) THIS CIVIL MISC. PETITION IS FILED UNDER SECTION 11(5) OF THE ARBITRATION AND CONCILIATION ACT 1996, PRAYING THAT THIS HON'BLE COURT THAT THE ARTICLE 7.2(A) OF THE PDI AGREEMENT DATED 13.12.2010 (ANNEXURE-D) REPRODUCED HEREUNDER "ANY DISPUTE WHICH IS NOT RESOLVED AMICABLY, SHALL BE FINALLY SETTLED BY BINDING ARBITRATION UNDER THE ARBITRATION ACT AND ETC., Digitally signed by SHWETHA RAGHAVENDRA Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 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; "WHEREFORE, it is humbly prayed that, the article 7.2(a) of the PDI Agreement dated 13.12.2010 (Annexure-D) reproduced hereunder. "Any dispute which is not resolved amicably, shall be finally settled by binding arbitration under the Arbitration Act. The Arbitration shall be by penal of three arbitrator one to be appointed by each party and the third to be appointed by the two arbitrators appointed by the Parties. The Party requiring arbitration shall appoint an arbitrator in writing, inform the other party about such appointment and call upon the other party to appoint its arbitrator. If within 15 days of receipt of such intimation the other party fails to appoint its arbitrator, the party seeking appointment of arbitrator may take further step accordance with the arbitration Act". This Hon'ble Court may be pleased to appoint any competent person / Retired Hon'ble Judge or Arbitrators empanelled in Panel of Arbitrators, of the Arbitration and Conciliation Center, housed at Khanija Bhavana, No.49, 3rd Floor, East Wing, Race Course Road, Bangalore, as arbitrator in the interest of justice and equity and a Pass such other or direction that this Hon'ble Court deems fit to pass under the circumstances of the case." 2. The Petitioner and the Respondent entered into an agreement on 13.12.2010. The dispute resolution is in - 3 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 terms of Clause/Article 7, which is reproduced hereunder for easy reference: “7.2 Arbitration a. Procedure Subject to the provisions of Article 7.1, any dispute, which is not resolved amicably, shall be finally settled by binding arbitration under the Arbitration Act. The arbitration shall be by a panel of three arbitrators, one to be appointed by each Party and the third to be appointed by the two arbitrators appointed by the Parties. The Party requiring arbitration shall appoint an arbitrator in writing, inform the other Party about such appointment and call upon the other Party to appoint its arbitrator. If within 15 days of receipt of such intimation the other Party fails to appoint its arbitrator, the Party seeking appointment of arbitrator may take further steps in accordance with Arbitration Act. b. Place of Arbitration The place of arbitration shall ordinarily be Bangalore but by agreement of the Parties, the arbitration hearings, if required, may be held elsewhere. c. English Language The request for arbitration, the answer to the request, the terms of reference, any written submissions, any orders and awards shall be in English and, if oral hearings take place, English shall be the language to be used in the hearings. d. Enforcement of Award The Parties agree that the decision or award resulting from arbitration shall be final and binding upon the Parties and shall be enforceable in accordance with the provisions of the Arbitration Act subject to the rights of the aggrieved parties to secure relief from any higher forum. - 4 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 e. Performance during Arbitration Pending the submission of and/or decision on a dispute and until the arbitral award is published; the Parties shall continue to perform their respective obligations under this Agreement, without prejudice to a final adjustment in accordance with such award.” 3. The Petitioner initially raised an issue as regards the Respondent not having been handed over the property in question for the Petitioner to implement the project. Subsequently, on account of termination of the contract by the Respondent on 16.03.2016, the petitioner had filed a writ petition in W.P.No.16711/2016. In the said writ petition, the order of termination had been stayed on 30.03.2023, observing that without compliance with a process of amicable settlement as contemplated under Clause/Article 7, the respondent could not have terminated the contract, i.e, without following the procedure under Article 7.1(b) of the agreement, no termination could occur. 4. In that background, a Co-ordinate Bench of this Court vide its order dated 30.03.2023 directed the parties to explore the possibility of resolving the dispute amicably within a period of 15 days from 15.04.2023, but further - 5 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 went on to observe that it is needless to state that if an amicable resolution is not possible either of the parties would be entitled to seek for the reference of the dispute. 5. It is thereafter that on account of the amicable resolution not happening, the petitioner invoked the Arbitration Clause under Clause 7.2 and issued a notice on 05.03.2024. The said notice having been replied to by the Respondent on 16.03.2024 contending that the claim of the Petitioner is time barred, the Petitioner is before this Court seeking for the aforesaid reliefs. 6. Learned counsel for the Petitioner would submit that the termination of the contract had been questioned by the Petitioner in W.P.No.16711/2016 wherein the said termination order was stayed, which order continued to be in force even after the disposal of W.P.No.16711/2016 on 30.03.2023, a Coordinate Bench specifically permitting the parties to seek for reference of the dispute, if amicable resolution did not happen, the said order having been passed on 30.03.2023, there is no question of the dispute raised by the Petitioner being barred by limitation. - 6 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 7. However, the contention of the learned counsel for the Respondent is that the contract being of the year 2010, the possession of land allegedly not having been handed over by the Respondent which had been challenged by the Petitioner in W.P.No.1475/2016, which came to be withdrawn on 07.03.2019 and the legal notice which came to be withdrawn as infructuous. Her further submission is that in the legal notice, the dispute raised is only as regards non-handing over of the possession and termination cannot be challenged. Hence, the claim of the Petitioner is barred by limitation. 8. The aspect of limitation being a mixed question of law and fact, I am of the considered opinion that unless it is ex-facie evident that the dispute is barred by limitation, this Court ought not to deny the appointment of an Arbitrator. 9. In the present case, taking into consideration the various proceedings which have happened and the dates of the orders which have been passed, it cannot be said that the claim of the Petitioner is ex-facie barred by limitation. - 7 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 10. Both the counsels submit that a sole Arbitrator could be appointed to arbitrate the disputes between the parties. 11. In that view of the matter, considering the submission of the counsel and leaving the contention of limitation as also arbitrarily open to be decided, the Arbitrator to be appointed. Hence, I pass the following; ORDER i. CMP is allowed. ii. Hon’ble Sri Justice R.V.Raveendran, a former Judge of the Hon'ble Supreme Court of India, is appointed as a sole Arbitrator to arbitrate the disputes between the parties. iii. The arbitration to be carried out in Bangalore at the venue to be fixed by the learned arbitrator. The parties shall appear before the learned Arbitrator on the date, time, and place as may be fixed by the Arbitrator. - 8 - HC-KAR NC: 2025:KHC:45443 CMP No. 200 of 2024 iv. All contentions including arbitrability are left open to be decided by the learned Arbitrator. v. Registrar (Judicial) is directed to forward a copy of this order to the Hon’ble Sri Justice R.V.Raveendran, a former Judge of the Hon'ble Supreme Court of India at his Home Office. vi. The original and/or certified copies, if produced, are directed to be returned to the respective parties who have produced it/them by following due procedure. SD/- (SURAJ GOVINDARAJ) JUDGE KTY List No.: 1 Sl No.: 37