Supreme Court - Daily Orders
Aceic Design Technologies Pvt. Ltd vs Synapse Techno Design Innovation Pvt. ... on 4 May, 2026
IN THE SUPREME COURT OF INDIA
CIVIL ORIGINAL JURISDICTION
ARBITRATION PETITION NO. 33 OF 2025
ACEIC DESIGN TECHNOLOGIES PVT. PETITIONER(S)
LTD. & ANR.
VERSUS
SYNAPSE TECHNO DESIGN
INNOVATION PVT. LTD. & ORS. RESPONDENT(S)
O R D E R
1. This petition under Section 11(6) of the Arbitration and Conciliation Act, 1996 (Act) seeks the appointment of a sole arbitrator to adjudicate disputes arising from the Business Transfer Agreement dated 17.11.2017 executed between the Petitioners and Respondent No. 1.
2. Petitioner No. 1 is a private limited company, incorporated in India, engaged in the business of VLSI Design Services. Petitioner No. 2 is the director and a shareholder of Petitioner No. 1- company. Respondent No. 2-company, incorporated in the USA, is the holding company of Respondent No. 1, and both have since been acquired through Respondent Nos. 3 (based in USA) and 4 (based in India).
3. Briefly observed, the Petitioners entered into a Business Transfer Agreement dated 17.11.2017 with Respondent No. 1, a private limited company incorporated in India, whereby the latter Signature Not Verified agreed to purchase the technology undertakings of the Petitioners Digitally signed by NITIN TALREJA Date: 2026.05.14 15:32:35 IST for a sale consideration of Rs. 5 crores as well as issue of shares Reason:
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of Respondent No. 1 in favour of Petitioner No. 2, having a value of appx. Rs. 2 crores. Rs. 1 crore of the sale consideration was paid on the date of execution of the agreement, while the remaining was to be paid in equal instalments by 15.01.2020.
4. It appears that a dispute arose between the parties in 2018, when shares of Respondent No. 2 were issued to Petitioner No. 2, which the latter claimed was contrary to the agreement. Although attempts were initially made to arrive at an amicable settlement, the same has not crystallised into any agreement between the parties.
5. It is in this context that the Petitioners sent a notice dated 22.01.2025, seeking to refer the disputes to arbitration in terms of Clause 15.3 of the Agreement dated 17.11.2017. The names of a retired District Judge and an advocate were recommended for appointment as a Sole Arbitrator. This was, however, rejected by the Respondents vide their communication dated 15.02.2025. This has, thus, prompted the Petitioners to file the instant Arbitration Petition.
6. We have heard learned counsel/senior counsel for the parties and perused the material placed on record.
7. Learned Senior Counsel and counsel for the Respondents have submitted that the Agreement dated 17.11.2017 was only with Respondent No. 1, so the other parties ought not to be impleaded in the arbitral proceedings.
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8. Be that as it may, it is evidently clear that the dispute arises from Agreement dated 17.11.2017, Clause 15 whereof categorically provides for resolution of disputes by a Sole Arbitrator in Bengaluru, under the Arbitration and Conciliation Act, 1996.
9. Keeping in view the facts and circumstances recorded above and the relevant clauses of the Business Transfer Agreement, we deem it just and proper to allow instant Arbitration Petition and appoint Justice P. Vishwanath Shetty, former Judge of the High Court of Karnataka and former Lokayukta, Karnataka as the sole arbitrator to resolve the disputes between the parties. The seat and venue of arbitration, in accordance with the arbitration agreement, shall be Bengaluru, India.
10. We make it clear that Respondent No. 4 shall be entitled to raise all its objections, including that the dispute is only confined to Respondent No. 1 and does not involve Respondent No. 4. Concomitantly, the Petitioners shall be at liberty to establish their claim based on the doctrine of the group of companies. Such disputes shall be eventually adjudicated by the learned Arbitrator. Suffice it to say at this stage that we do not express any opinion in this regard. Similarly, the objection raised by Respondent(s) pertaining to limitation period, being a mixed question of law and fact, shall be determined by the learned Arbitrator. 3
11. The Arbitrator shall have the liberty to fix his own remuneration/fees. Ordered accordingly.
12. Pending interlocutory applications, if any, also stand disposed of.
..........................CJI (SURYA KANT) ..........................J. (JOYMALYA BAGCHI) NEW DELHI;
MAY 04, 2026.
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ITEM NO.47 COURT NO.1 SECTION PIL-W
S U P R E M E C O U R T O F I N D I A
RECORD OF PROCEEDINGS
Petition(s) for Arbitration No(s). 33/2025
ACEIC DESIGN TECHNOLOGIES PVT. LTD. & ANR. Petitioner(s)
VERSUS
SYNAPSE TECHNO DESIGN INNOVATION PVT. LTD. & ORS. Respondent(s)
Date : 04-05-2026 This petition was called on for hearing today. CORAM : HON'BLE THE CHIEF JUSTICE HON'BLE MR. JUSTICE JOYMALYA BAGCHI For Petitioner(s) : Ms. Radhika Gautam, AOR Mr. Akshay Sawant, Adv.
Ms. Dimple Merchant, Adv.
Mr. Kunal Thakur, Adv.
For Respondent(s) : Mr. Akshay Puri, Adv.
Mr. Naveen Hegde, AOR Mr. Gaurav Agarwal, Sr. Adv.
Ms. Tine Abraham, Adv.
Ms. Jojongandha Ray, Adv.
Mr. Pratik Sahai, R4, Adv.
Ms. Sejal, Adv.
M/S. Trilegal Advocates On Record, AOR UPON hearing the counsel the Court made the following O R D E R The petition stands allowed in terms of the signed order. Pending application(s), if any, shall stand closed. (NITIN TALREJA) (PREETHI DILEEP KUMAR) ASTT. REGISTRAR-cum-PS ASSISTANT REGISTRAR (Signed order is placed on the file) 5