Karnataka High Court
Takshasila Hospitals Operating ... vs Mrs. Sharadhamma on 21 December, 2023
Author: B M Shyam Prasad
Bench: B M Shyam Prasad
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NC: 2023:KHC:46670
CMP No. 700 of 2022
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 21ST DAY OF DECEMBER, 2023
BEFORE
THE HON'BLE MR JUSTICE B M SHYAM PRASAD
CIVIL MISC. PETITION NO. 700 OF 2022
BETWEEN:
TAKSHASILA HOSPITALS OPERATING
PRIVATE LIMITED
REGISTERED OFFICE AT
SY No. 52/2 AND 52/3, DEVARABEESANAHALLI
VARTHUR HOBLI, OPP INTEL, OUTER RING ROAD
MARATHAHALLI, BENGALURU
KARNATAKA-560 103.
REPRESENTED BY ITS AUTHORISED
REPRESENTATIVE MR. YUICHI NAGANO.
...PETITIONER
(BY SRI. PRASANTH V G., ADVOCATE)
AND:
1. MRS. SHARADHAMMA
Digitally WIFE OF LATE. GOPALA REDDY
signed by
ANAND N NO. 47, DEVARABISANAHALLI
Location: BELLANDUR (POST)
HIGH VARTHUR HOBLI
COURT OF
KARNATAKA BANGALORE - 560103.
2. MR. B. G. SRINIVAS REDDY
SON OF LATE. GOPALA REDDY
NO 602, FERNS PARADISE
OFF OUTER RING ROAD
DODDANAKUNDI MARATHALLI POST
BENGALURU - 560037.
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NC: 2023:KHC:46670
CMP No. 700 of 2022
3. MR. B G MURTHY
SON OF LATE. GOPALA REDDY
NO 651, 21ST CROSS, 23RD MAIN ROAD
2ND SECTOR, HSR LAYOUT
BANGALORE - 560102.
4. MR. B G LOKESH
SON OF LATE. GOPALA REDDY
NO 47, DEVERABISANAHALLI
BELLANDUR POST
VARHTUR HOBLI
BANGALORE - 560103.
5. MR. B G ANANDA REDDY
SON OF LATE. GOPALA REDDY
D.NO. 105, 18TH MAIN, 19TH A CROSS
SECTOR - 3, HSR LAYOUT
BENGALURU - 560102.
6. MRS. PREMA
DAUGHTER OF LATE. GOPALA REDDY
NO. 210, BTM LAYOUT 1ST STAGE
BENGALURU - 560068.
7. MRS. GEETHA
DAUGHTER OF LATE. GOPALA REDDY
NO. 35, 21ST MAIN, KHB COLONY
8TH BLOCK, KORAMANGALA
BENGALURU - 560095.
8. MRS. LATHA
DAUGHTER OF LATE. GOPALA REDDY
HALANAYAKANAHALLI VARTHUR HOBLI
BANGALORE EAST TALUK
BENGALURU - 560103.
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NC: 2023:KHC:46670
CMP No. 700 of 2022
9. MRS. B G LAKSHMI
DAUGHTER OF LATE. GOPALA REDDY
NO.80, BEEDARAHALLI
VIRGONAGAR POST
BENGALURU - 560049.
...RESPONDENTS
(BY SRI. VINAY KUTTAPPA., ADVOCATE FOR R1,R6 AND
R9; SRI. S. RAJENDRA, ADVOCATE FOR R2 TO R5;
SRI. MADUKAR S., ADVOCATE FOR R8;
VIDE ORDER DATED 30.10.2023;
NOTICE TO R7 IS HELD SUFFICIENT)
THIS CIVIL MISC. PETITION IS FILED UNDER
SEC.11(5) OF THE ARBITRATION AND CONCILIATION
ACT 1996, PRAYING TO CONFIRM THE APPOINTMENT
OF HONBLE JUSTICE (RETD.) N. KUMAR AS
NOMINATED BY THE PETITIONER (TO WHICH NO
RESPONSE HAS BEEN RECEIVED FROM THE
RESPONDENTS) AS THE SOLE ARBITRATOR TO
ADJUDICATE THE DISPUTES BETWEEN THE PARTIES
ACCORDANCE WITH THE TAKSHAILA SHA DATED
16.07.2012 (ANNEXURE-B) OR APPOINT ANY OTHER
PERSON AS THIS HONBLE COURT DEEMS FIT,
PREFERABLY A RETIRED JUDGE OF THIS HONBLE
COURT, AS THE SOLE ARBITRATOR TO ADJUDICATE
THE DISPUTES BETWEEN THE PARTIES.
THIS PETITION, COMING ON FOR ADMISSION,
THIS DAY, THE COURT MADE THE FOLLOWING:
ORDER
This petition is filed for the appointment of a sole arbitrator relying upon the agreement for -4- NC: 2023:KHC:46670 CMP No. 700 of 2022 arbitration in the Amended and Restated Shareholders Agreement dated 16.07.2012 [Annexure- B and hereafter referred to as the 'Agreement dated 16.07.2012']. The agreement for arbitration reads as under:
"In the case of failure by the Parties to resolve the dispute in the manner set out above within 30 [thirty] days from the date when the dispute arose, the dispute shall be referred to and finally resolved by a sole arbitrator appointed by the First Shareholder. The place of the arbitration shall be Bangalore, Karnataka, India. The arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 and shall be conducted in the English language. The arbitrator shall also decide on the costs of the arbitration proceedings."
2. It is undisputed that M/s Takshasila Healthcare and Research Service Private Limited, one of the parties to the Agreement dated 16.07.2012 is merged with the petitioner; that the other party to -5- NC: 2023:KHC:46670 CMP No. 700 of 2022 this Agreement [Sri. Vikram S. Kirloskar] has no subsisting interest because the shares held by him have been divested in favour of Sri. B. P. Gopala Reddy, who is now no more and is represented by the respondents i.e., by his wife and children. The dispute, therefore, is between the petitioner and the respondents, and some of the respondents, though served, remain absent.
3. Sri. Prashanth V.G., the learned counsel for the petitioner, submits that the Agreement dated 16.07.2012 is the last of the series of the agreements [including certain Joint Development Agreements]; that Sri. B. P. Gopala Reddy has concluded development of the property owned by him and that these agreements delineate their respective rights in such development. Sri. S. Rajendra, the learned counsel for some of respondents [the contesting respondents], submits that by the very nature of the transaction, even the Joint Development Agreements that have -6- NC: 2023:KHC:46670 CMP No. 700 of 2022 been executed by Sri. B. P. Gopala Reddy will be relevant for complete resolution of the dispute, but all the agreements are not produced.
4. However, when queried, Sri. Prashanth V.G. and Sri. S. Rajendra submit that there are disputes over certain claims over the developed area which have to be adjudicated and that even the Joint Development Agreements contemplate resolution of dispute/s by arbitration in terms similar to the agreement for arbitration as contained in the Agreement dated 16.07.2012.
5. Sri. S. Rajendra submits that the contesting respondents would agree for the appointment of a sole arbitrator to enter reference for a comprehensive adjudication of the entire dispute, but this Court must observe that the inter se dispute amongst the respondents [the legal heirs of Sri. B. P. Gopala Reddy] cannot be a matter for adjudication in the arbitral proceedings and any right that could vest -7- NC: 2023:KHC:46670 CMP No. 700 of 2022 in the respondents upon the adjudication in the arbitral proceedings will have to be subject to the decision in the appropriate civil proceedings. Sri S. Rajendra further submits that subject to this caveat, the petition could be allowed and that the concession for adjudication by arbitration should not be construed as the contesting respondents agreeing to share the rentals paid by the petitioner to them with other respondents.
6. In rejoinder, Sri. Prashanth V.G. submits that the rents are being paid to the contesting respondents in compliance with the directions issued by the Court in the proceedings under Section 9 of the Arbitration and Conciliation Act, 1996 and the statement on behalf of the petitioner that such arrangement would be continued until the disposal of the arbitral proceedings or orders in the competent proceedings could be taken on record. These submissions are taken on record for due -8- NC: 2023:KHC:46670 CMP No. 700 of 2022 consideration by the learned arbitrator appointed by this order, and on hearing both Sri. Prasanth V.G. and Sri. S. Rajendra, Hon'ble Mr. Justice Ajit J. Gunjal, a former Judge of this Court, is appointed as the sole arbitrator. Hence, the following ORDER [a] The petition is allowed.
[b] Hon'ble Mr. Justice Ajit J. Gunjal, a former Judge of this Court is appointed as the sole Arbitrator to enter reference of the dispute between the petitioner and the respondents and conduct the proceeding at the Arbitration and Conciliation Centre (Domestic and International), Bengaluru according to the Rules governing the Centre.
[c] The Registry is directed to communicate this order [by E-mail] to -9- NC: 2023:KHC:46670 CMP No. 700 of 2022 the Arbitration and Conciliation Centre (Domestic and International), Bengaluru and also to the Hon'ble Mr. Justice Ajit J. Gunjal, a former Judge of this Court, Address: # 95, 'LaxmiKunj', 7th Main, MCR Layout, Vijayanagar, Bengaluru - 560 040 [e- mail: [email protected]] as required under the Appointment of Arbitrators by the Chief Justice of Karnataka High Court Scheme, 1996.
Sd/-
JUDGE RB