Optimus Financial Solution Private Limited v. Skinbook Laboratories India Private Limited

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMMERCIAL ARBITRATION PETITION NO.283 OF 2025 Optimus Financial Solution Private Limited

...Petitioner

Versus

Skinbook Laboratories India Private Ltd.

...Respondent

Mr. Rushabh Vidyarthi a/w. Mr. Shubham Naik i/b. ANB Legal, Advocates for Petitioner.

Mr. Amogh Joshi i/b. Mr. Saurabh Mehta, Advocate for Respondent Nos.1 & 2.

CORAM: SOMASEKHAR SUNDARESAN, J.

DATE : APRIL 29, 2025 PC :

1.

This Petition has been filed under Section 11 of the Arbitration and Conciliation Act, 1996 ("the Act") seeking appointment of an arbitrator in connection with disputes and differences arising out of Share Purchase Agreement dated February 9, 2023 ("Agreement"). The arbitration agreement is contained at Clause 6 (found at Page 47 of this Petition). In the interest of brevity, the same is not reproduced here. Suffice it to say that the matter falls within the jurisdiction of this Court.

AARTI GAJANAN PALKAR AARTI GAJANAN PALKAR Date: 2025.06.02 12:53:46 +0530

2.

Learned Counsel for the Petitioner as well as Respondent Nos.1 and 2 are willing to proceed to arbitration forthwith in respect of all disputes and differences between them in connection with a Share Purchase Agreement dated February 9, 2023. In these circumstances, this Petition stands converted into an application Section 17 for consideration by the arbitral tribunal. Learned Counsel for Respondent No.5 submits that he is not signatory to the arbitration agreement. Be that as it may, it would be for the Petitioner as dominus litus to demonstrate to the arbitral tribunal the ability to make a non-signatory a party to the proceedings, which shall be determined by the Arbitral Tribunal in accordance with the principles of permitting such privity in the proceedings.

3.

With the aforesaid observations, this Petition is finally disposed of leaving it to the parties to have these proceedings dealt with as an application under Section 17 of the Act under instructions that would be given by the arbitral tribunal in the following terms:- A] Mr. Vikramaditya Deshmukh, a Learned Advocate of this Court is hereby appointed as the Sole Arbitrator to adjudicate upon the disputes and differences between the parties arising out of and in connection with the Agreement referred to above.

B] A copy of this Order will be communicated to the

Learned Sole Arbitrator by the Advocates for the Applicant within a period of one week from today. The Applicant shall provide the contact and communication particulars of the parties to the Arbitral Tribunal along with a copy of this Order;

C] The Learned Sole Arbitrator is requested to forward the statutory Statement of Disclosure under Section 11(8) read with Section 12(1) of the Act to the parties within a period of two weeks from receipt of a copy of this Order; D] The parties shall appear before the Learned Sole Arbitrator on such date and at such place as indicated, to obtain appropriate directions with regard to conduct of the arbitration including fixing a schedule for pleadings, examination of witnesses, if any, schedule of hearings etc. At such meeting, the parties shall provide a valid and functional email address along with mobile and landline numbers of the respective Advocates of the parties to the Arbitral Tribunal. Communications to such email addresses shall constitute valid service of correspondence in connection with the arbitration and;

E] All arbitral costs and fees of the Arbitral Tribunal shall be borne by the parties equally in the first instance, and shall be subject to any final Award that may be passed by the Tribunal in relation to costs.

4.

Needless to say, nothing contained in this order is an expression of an opinion on merits of the matter or the relative strength of the

parties. All issues on merits are expressly kept open to be agitated before the arbitral tribunal appointed hereby. 5.

All actions required to be taken pursuant to this order, shall be taken upon receipt of a downloaded copy as available on this Court's website.

[ SOMASEKHAR SUNDARESAN, J.]