- 1 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 29TH DAY OF JANUARY, 2026 BEFORE THE HON'BLE MR. JUSTICE ASHOK S.KINAGI CIVIL MISC. PETITION NO. 237 OF 2024 BETWEEN: M/S SHELL INDIA MARKETS PRIVATE LIMITED HAVING ITS REGISTERED OFFICE AT SHELL CENTER CHENNAI, COMMERZONE, BLOCK 2, NO.2, 200 FEET RADIAL ROAD PALLIKARANAI, CHENNAI 600100 INDIA ALSO AT: BRANCH OFFICE: SHELL TECHNOLOGY CENTRE BANGALORE 7 BENGALURU HARDWARE PARK KIADB INDUSTRIAL PARK NORTH MAHADEVA KODIGEHALLI BENGALURU, KARNATAKA 562149 REP. BY ITS POWER OF ATTORNEY HOLDER MR. GURPREET ARORA …PETITIONER (BY SRI. SHRIKARA P K., ADVOCATE) AND: 1. M/S KONFIDO ESTATES PROPRIETORSHIP OF S CHANDAN REDDY WITH OFFICE AT 599, 1ST STREET FERNS PARADISE, OUTER RING ROAD DODDANEKUNDI BENGALURU 560037 Digitally signed by KIRAN KUMAR R Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 2. SRI N R VENKATESH MAJOR R/O 460, 3RD MAIN, 6TH CROSS BEHIND GOVERNMENT SCHOOL BALAKRISHNAREDDY LAYOUT DODDENEKUNDI BENGALURU 560017 3. SMT T YESHODA MEJOR R/O 460, 3RD MAIN, 6TH CROSS BEHIND GOVERNMENT SCHOOL BALAKRISHNAREDDY LAYOUT DODDENEKUNDI BENGALURU 560017 4. MR SWAROOP N V REDDY MAJOR R/O 460, 3RD MAIN, 6TH CROSS BEHIND GOVERNMENT SCHOOL BALAKRISHNAREDDY LAYOUT DODDENEKUNDI BENGALURU 560017 5. PRIYANKA N V REDDY MAJOR R/O 460, 3RD MAIN, 6TH CROSS BEHIND GOVERNMENT SCHOOL BALAKRISHNAREDDY LAYOUT DODDENEKUNDI BENGALURU 560017 …RESPONDENTS [BY SRI. LATHA S SHETTY., ADVOCATE FOR R1 SRI. M.S. NARAYAN & ARJUN P R, ADVOCATE FOR R2 R5 (VC)] THIS CIVIL MISC. PETITION IS FILED UNDER SECTION 11(5) OF THE ARBITRATION AND CONCILIATION ACT, 1996 PRAYING TO A) APPOINT AN INDEPENDENT SOLE ARBITRATOR TO ADJUDICATE THE DISPUTES BETWEEN THE PARTIES - 3 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 ARISING OUT OF THE DEED OF SUB-LEASE DATED SEPTEMBER 20,2017 (ANNEXURE B) , AND B) DIRECT COSTS OF THIS PROCEEDING TO BE BORNE BY THE RESPONDENTS, AND C) PASS ANY FURTHER ORDER (S) AS MAY BE DEEMED FIT AND PROPER. THIS PETITION, COMING ON FOR ADMISSION, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE ASHOK S.KINAGI ORAL ORDER 1. This Civil Miscellaneous Petition is filed by the petitioner 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 respondent No.1 as per Clause 24 of the Sub-lease Deed dated 20.09.2017, vide Annexure “B”. 2. Brief facts leading rise to the filing of this petition are as follows: 3. A Lease Agreement was executed through a registered lease deed between respondent Nos.2 to 5 - 4 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 and respondent No.1, and respondent No.1 was represented by its proprietor Mr.S.Chandan Reddy. 4. The lease deed was rectified vide a registered rectification deed on 14.09.2016. 5. Respondent No.1 and the petitioner entered into A Sub-lease deed, subleasing the premises in favour of the petitioner for a period of 22 years on 20.09.2017. 6. On 17.01.2017, a part of the security deposit was deposited vide demand draft dated 17.01.2017 for a sum of ₹25,00,000/-. Another part of the security deposit was deposited vide demand draft dated 14.09.2017 for an amount of ₹76,22,255/-. 7. The Ministry of Commerce and Industries issued a preliminary notification under the Karnataka Industrial Areas Development Act, 1966 concerning the acquisition of the segment of demised premises. A final notification was issued on 06.12.2018. The - 5 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 petitioner issued a termination notice dated 14.08.2020 to respondent No.1 terminating the sub- lease deed with effect from 31.10.2020. 8. The petitioner issued a legal notice dated 11.06.2021 calling upon respondent No.1 to refund the security deposit along with interest at the rate of 18%. 9. Respondent No.1 did not refund the Security deposit amount. The petitioner invoked the arbitration clause by issuing a notice on 11.10.2023 under Section 21 of the Arbitration and Conciliation Act, 1996. Respondent Nos.2 to 5 replied to the arbitration notice. However, respondent No.1 did not reply to the legal notice. Hence, this petition. 10. Heard the arguments of the learned counsel for the petitioner and learned counsel for respondent No.1. 11. Learned counsel for the petitioner submits that the petitioner and respondent No.1 executed a sublease deed and accordingly, the petitioner has paid the - 6 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 security deposit. He submitted that the petitioner has terminated the sub-lease deed and respondent No.1 is required to refund the security deposit amount. He submitted that respondent No.1 has not repaid the security deposit amount. He submitted that there is an arbitration clause in the sublease deed. The petitioner invoked the arbitration clause by issuing a notice under Section 21 of the Act of 1996 and there is no reply from respondent No.1. Hence, he submitted that there exists an arbitration clause and the dispute arose between the petitioner and respondent No.1 and the said dispute has to be resolved by an arbitrator through an arbitration. Hence, on these grounds, he prays to allow the petition. 12. Per contra, learned counsel for respondent No.1 submits that there is no arbitral dispute and hence the question of referring the alleged dispute to the - 7 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 arbitration does not arise. Hence, on this ground, she prays to dismiss the petition. 13. Perused the records, and considered the submissions of the learned counsel for the parties. 14. The point that would arise for consideration in this petition is as follows: “ Whether the petitioner has made out a ground to refer the dispute to the arbitrator as per Clause 24 of the Sublease Deed dated 20.09.2017 vide Annexure ‘B’ as per the provisions of Arbitration and Conciliation Act and Rules? “ 15. It is an undisputed fact that respondent No.1 and respondent Nos.2 to 5 have entered into a lease agreement. The petitioner and respondent No.1 have executed a sublease deed dated 20.09.2017 vide Annexure “B”. Under the said sub-lease deed, the petitioner paid a security deposit. The said - 8 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 premises was acquired by the Karnataka Industrial Areas Development Board. The petitioner terminated the sublease deed, and requested the respondents to refund the security deposit by issuing a legal notice. Respondent No.1 neither replied to the legal notice nor refunded the security deposit. There is an arbitration clause in the sub-lease deed, at Clause 24, which reads as follows: “ 24. LAWS APPLICABLE AND DISPUTE RESOLUTION a. The laws of India shall be applicable to the Parties and to all disputes arising out of this Deed. The Courts in the city of Bangalore shall have exclusive jurisdiction in respect of any disputes arises under this deed. b. Any disputes between the Parties arising out of this Deed will be referred to arbitration as per the Arbitration and Conciliation Act, 1996. The venue of the arbitration shall be Bangalore. The language of the arbitration shall be English. The arbitration award shall be final and binding on the Parties. Subject to this arbitration clause, the Courts in the City of Bangalore shall have exclusive jurisdiction in respect of any disputes arising under this Deed.” - 9 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 16. From the perusal of Clause 24(b) of the Sub-lease deed, which provides that if any dispute between the parties arises out of the deed, the dispute shall be referred to an arbitration as per the provisions of Arbitration and Conciliation Act, 1966. 17. A dispute arose between the petitioner and respondent No.1 regarding the refund of security deposit. Admittedly, respondent No.1 has not repaid the security deposit amount. The arbitral dispute arose between the parties and the said dispute has to be resolved through an arbitration as per the provisions of Arbitration and Conciliation Act, 1996. 18. In view of the above discussion, I proceed to pass the following order: ORDER (I) This Civil Miscellaneous Petition is allowed. (II) Hon’ble Mrs.Justice J.M.Khazi, Former Judge of High Court of - 10 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 Karnataka, is nominated as an Arbitrator to resolve the dispute(s) between the petitioner and respondent No.1 in terms of Clause 24 of the Sublease Deed, vide Annexure-B as per the provisions of Arbitration and Conciliation Act, and the Rules. (III) The Civil Miscellaneous Petition is dismissed against respondent Nos.2 to 5. (IV) The Registry is directed to forward a copy of this order to the learned Arbitrator, and the Director of the Arbitration and Conciliation Centre, Bangalore. (V) All the contentions of the parties are kept open. (VI) The 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. - 11 - HC-KAR NC: 2026:KHC:5336 CMP No. 237 of 2024 (VII) Pending application/s, if any, shall stand disposed of accordingly. Sd/- (ASHOK S.KINAGI) JUDGE RK CT:KHV List No.: 1 Sl No.: 19