EXOTEL TECHCOM PRIVATE LIMITED vs AMAN GOEL

Court
Karnataka High Court

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HC-KAR
NC: 2026:KHC:58089
CMP No. 564 of 2025


CNR: KAHC010644452025







IN THE HIGH COURT OF KARNATAKA AT BENGALURU

TH
DATED THIS THE 14 DAY OF OCTOBER, 2026

BEFORE

THE HON'BLE MR. JUSTICE H.T. NARENDRA PRASAD

CIVIL MISC. PETITION NO. 564 OF 2025

BETWEEN:

1. EXOTEL TECHCOM PRIVATE LIMITED
A COMPANY INCORPORATED UNDER
THE PROVISIONS OF THE COMPANIES ACT 1956
PRESENTLY HAVING ITS REGISTERED OFFICE
AT MARUTHI INFOTECH CENTRE, 2ND FLOOR
TOWER A, 540, 100 FEET ROAD
KRISHNA REDDY LAYOUT, AMARJYOTI LAYOUT
DOMLUR, BANGALORE, KARNATAKA-560071.
REP. THROUGH ITS AUTHORIZED REPRESENTATIVE
MS NABANITA ROY.

2. ALLIN CALL RESEARCH AND SOLUTIONS
PRIVATE LIMITED
A COMPANY INCORPORATED UNDER
THE PROVISIONS OF THE COMPANIES ACT 2013
PRESENTLY HAVING ITS REGISTERED OFFICE
AT 91, SPRING BOARD, PLOT NO.D-5
ROAD NO. 20, MAROL MIDC ANDHERI EAST
MUMBAI, MAHARASHTRA-400093
REP. THROUGH ITS AUTHORIZED REPRESENTATIVE
MS NABANITA ROY.
…PETITIONERS
(BY SRI. LOMESH KIRAN N., ADVOCATE)














Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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NC: 2026:KHC:58089
CMP No. 564 of 2025


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AND:

1. AMAN GOEL
S/O RAJKUMAR GOEL
AGED ABOUT 29 YEARS
CURRENTLY R/AT FLAT NO.1501,
GLEN RIDGE CHS HIRANANDANI GARDENS
POWAI, MUMBAI, MUMBAI SUBURBAN
MAHARASHTRA-400076.

2. HARSHITA SRIVASTAVA
AGED ABOUT 29 YEARS
CURRENTLY R/AT FLAT C-702
MAPLE CHS, HIRANANDANI GARDENS
POWAI, MUMBAI, MAHARASHTRA-400076.

3. RAJKUMAR GOEL
AGED ABOUT 65 YEARS
CURRENTLY R/AT FLAT 1303
GLEN CROFT CHS, HIRANANDANI GARDENS
POWAI, MUMBAI, MAHARASHTRA-400076.

4. AHG TECHNOLOGIES PRIVATE LIMITED
A COMPANY INCORPORATED UNDER THE
PROVISIONS OF THE COMPANIES ACT, 2013
HAVING ITS REGISTERED OFFICE AT 1501
GLEN RIDGE HIGH STREET
HIRANANDANI GARDENS
POWAI, MUMBAI, MAHARASHTRA-400076
REP. BY ITS DIRECTOR.
…RESPONDENTS
(BY SRI. ARJUN RAO., ADVOCATE R1 TO R4)
THIS CMP IS FILED UNDER SECTION 11(6) OF
ARBITRATION AND CONCILIATION ACT 1996, PRAYING TO
APPOINT HONBLE DR. JUSTICE VINEET KOTHARI (RETD.),
FORMER ACTING CHIEF JUSTICE OF THE GUJARAT HIGH
COURT AS THE SOLE ARBITRATOR TO ADJUDICATE THE
DISPUTES BETWEEN THE PARTIES, AS PER CLAUSE20.2 OF
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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NC: 2026:KHC:58089
CMP No. 564 of 2025


CNR: KAHC010644452025


THE SHARE PURCHASE AGREEMENT DATED NOVEMBER 2,
2021, (ANNEUXRE A) AND ETC.
THIS PETITION, COMING ON FOR ADMISSION, THIS DAY,
ORDER WAS MADE THEREIN AS UNDER:
CORAM: HON'BLE MR. JUSTICE H.T. NARENDRA PRASAD

ORAL ORDER
This petition is filed under Section 11(6) of the
Arbitration and Conciliation Act, 1996 (for short, “the
Act”), seeking appointment of a Sole Arbitrator for
adjudication of the disputes that have arisen between the
parties under the Share Purchase Agreement dated
02.11.2021, particularly in terms of Clause 20.2 thereof,
produced at Annexure-A.
2. Brief facts of the case are that the petitioner No.1
is a Private Company engaged in the business of
providing AI across all communication channels. Petitioner
No.2 is a Private Limited Start-up engaged in business of
providing customer to agent chat, intelligent chatbot
solutions and co-browsing. Respondent Nos. 1 to 3 were
the shareholders of second petitioner – Company. By a
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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CMP No. 564 of 2025


CNR: KAHC010644452025


Share Purchase Agreement dated 02.11.2021, the first
petitioner purchased 100% shareholding of the second
petitioner and became the absolute owner of the said
Company. Thereafter, petitioner – Company entered in to
a the Letter Agreement on 29.11.2022 vide Annexure-B
and later, an Employment Agreement was executed
between petitioner No.1 and respondent No. 1 on
29.11.2022. Subsequently, disputes arose between the
parties in relation to the said Share Purchase Agreement.
3. As the disputes arose between the parties, the
petitioner, invoking the arbitration clause contained in the
Share Purchase Agreement, issued a notice dated
27.03.2025, vide Annexure-L, to the respondents under
Section 21 of the Act. The said arbitration clause 20.2.
reads as under:
“20.2 Arbitration:

In the event that the disputing parties are
unable to resolve a Dispute as provided in Clause
20.1 (Negotiation) above, the Dispute shall be
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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NC: 2026:KHC:58089
CMP No. 564 of 2025


CNR: KAHC010644452025


submitted to final and binding arbitration to be
conducted in accordance with the provisions of the
(Indian) Arbitration and Conciliation Act 1996 (and
the rules framed thereunder), as amended, by a
sole arbitrator jointly appointed by the parties to
the Dispute. It is hereby clarified that prior to the
Completion, the Company and the Sellers shall at
all times be considered to be one disputing party
for the purposes of appointment of the arbitrators
hereof. Further, after the Completion, the Company
and the Purchaser shall at all times be considered
to be one disputing party for the purposes of
appointment of the arbitrators hereof.”

4. The notice has been served to the respondents
and the respondents have submitted a reply to the same.
Being dissatisfied with the reply, petitioners have filed this
petition seeking appointment of Sole Arbitrator.

5. Learned counsel appearing for the respondents
has raised the following contentions:
(i) Firstly, although the petitioner seeks to invoke the
arbitration clause contained in the Share Purchase
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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CMP No. 564 of 2025


CNR: KAHC010644452025


Agreement, the disputes relating to non-compete, non-
solicitation and confidentiality are covered under the
Employment Agreement. The Employment Agreement
further provides that all agreements prior to the
Employment Agreement stand superseded. Therefore, the
petitioner must invoke the arbitration clause contained in
the Employment Agreement, under which Bombay is the
seat of arbitration. Hence, the present petition is not
maintainable before this Court.
(ii) Secondly, the fourth respondent is not a
signatory to either the Share Purchase Agreement or the
Employment Agreement and, therefore, is not a necessary
party to the present proceedings. Accordingly, learned
counsel sought dismissal of the petition.
6. Heard the learned counsel for the parties and
perused the petition papers.
7. It is not in dispute that the first petitioner has
purchased the entire shareholding in the second
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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NC: 2026:KHC:58089
CMP No. 564 of 2025


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petitioner–Company in which respondent Nos.1 to 3 were
the shareholders. In this regard, the parties entered into a
Share Purchase Agreement dated 02.11.2021. The said
Agreement contains clauses relating to non-compete, non-
solicitation and confidentiality.
8. The principal allegation of the petitioners is that,
despite having entered into the Share Purchase
Agreement, respondent Nos.2 and 3, in contravention of
the terms and conditions stipulated therein, have
established the fourth respondent–Company, and have
provided first respondent’s address during its
incorporation, which is detrimental to the interests of the
second petitioner–Company.
9. Though similar clauses relating to non-compete,
non-solicitation and confidentiality are also incorporated in
the Employment Agreement, the grievance of the
petitioners arises out of the alleged breach of the terms
and conditions of the Share Purchase Agreement.
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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HC-KAR
NC: 2026:KHC:58089
CMP No. 564 of 2025


CNR: KAHC010644452025


Accordingly, the petitioners have rightly invoked the
arbitration clause contained in Clause 20.2 of the Share
Purchase Agreement.
10. Insofar as the contention of the respondents that
the Employment Agreement supersedes all prior
agreements is concerned, the said clause is applicable only
to the earlier Employment Agreement and does not
supersede the Share Purchase Agreement. Therefore, as
the dispute arises out of the Share Purchase Agreement,
the petitioners have validly invoked the arbitration clause
contained therein, which stipulates Bengaluru as the seat
of arbitration. Consequently, this Court has jurisdiction to
entertain the present petition and exercise its powers
under Section 11(6) of the Arbitration and Conciliation Act,
1996.
11. Insofar as the fourth respondent is concerned,
prima facie, the fourth respondent is not a necessary party
to the present proceedings. However, the same shall not
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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HC-KAR
NC: 2026:KHC:58089
CMP No. 564 of 2025


CNR: KAHC010644452025


preclude the petitioners from filing an appropriate
application before the learned Arbitrator seeking
impleadment of the fourth respondent in the arbitral
proceedings. If such an application is filed, the learned
Arbitrator shall consider the same in accordance with law.
12. Accordingly, the following order is passed:
ORDER

a) Civil Miscellaneous Petition is allowed.


b) The Hon’ble Mr.Justice Raghvendra S. Chauhan,
Former Chief Justice, High Court of Uttarakhand
and High Court of Telengana, is appointed as
the Sole Arbitrator in the present case to
arbitrate the disputes between the parties at
the Arbitration and Conciliation Centre
(Domestic & International), Bengaluru, as per
the Rules governing the said Arbitration Centre.


c) All the claims and contentions of the parties are
left open.


d) Registry is directed to communicate this order
via e-mail to the Arbitration and Conciliation
Centre (Domestic & International), Khanija
Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA

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CMP No. 564 of 2025


CNR: KAHC010644452025


Bhavan, Bengaluru, and also to Hon’ble
Mr.Justice Raghvendra S.Chauhan.


e) Registry is directed to return all the original
documents produced by any of the parties after
obtaining Photostat copies of the same.


f) Parties are directed to appear before the
Director, Arbitration and Conciliation Centre,
Bengaluru, on 19.11.2026 at 11:30 a.m.




(H.T. NARENDRA PRASAD)
JUDGE



CM
LIST NO.: 1 SL NO.: 10

Digitally Signed by NARENDRA PRASAD
HAREKOPPA THIMMANNA GOWDA