AROHA LABS PTE LTD. vs MR. PREM DHARMANI

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R



IN THE HIGH COURT OF KARNATAKA AT BENGALURU


ST
DATED THIS THE 31 DAY OF JULY, 2026

BEFORE

THE HON'BLE MR. JUSTICE M.G.S. KAMAL

AP.IM. 4 OF 2026


BETWEEN:

AROHA LABS PTE LTD.
A COMPANY INCORPORATED IN SINGAPORE
HAVING ITS REGISTERED OFFICE AT
7500A, BEACH ROAD, NO.04-307,
THE PLAZA, SINGAPORE 199 591
REPRESENTED BY AUTHORISED SIGNOTORY
MR. SHLOK PREM PRAKASH

EMAIL: [email protected]
R/AT F1905 WHISPERING PLAMS XXCLUSIVES LOKHAND WALA
COMPLEX KANDIVALI EAST MUMBAI- 400 101.
…PETITIONER

(BY SRI. NANDA KUMAR SENIOR ADVOCATE FOR
SRI. MOHAMMED SHAMEER.,ADVOCATE)

AND:

1 . MR. PREM DHARMANI
RESIDING AT T2, 4TH FLOOR,
1006, SRINIVASA VAIBHAV,
26TH CROSS ROAD,
HSR LAYOUT SECTOR 3,
BENGALURU 560 102.

ALSO AT F-8/7 BAIRAGARH,
FWARD BHOPAL MADHYA
PRADESH INDIA 462 030.

WITH OFFICE AT: HONEYKOMB BY
TH TH
BHIVE, 649, 13 CROSS, 27 MAIN ROAD,
























Digitally signed
by SUMA B N
Location: HIGH
COURT OF
KARNATAKA

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ST
1 SECTOR, HSR LAYOUT,
BENGALURU, KARNATAKA 560102,
BENGALURU, KARNATAKA.
EMAIL: [email protected]

2 . MR. PRIYANSHU SHUKLA
RESIDING AT SS 31 SECTOR E LDA
COLONY KANPUR ROAD LUCKNOW
UTTAR PRADESH 226 012

WITH OFFICE AT HONEYKOMB BY BHIVE, 649,
TH TH
13 CROSS, 27 MAIN RD,
ST
1 SECTOR, HSR LAYOUT,
BENGALURU, KARNATAKA - 560 102
BENGALURU, KARNATAKA.
Email: [email protected]

3 . ANUBHAV DUDWEWALA
RESIDING AT NEAR ITO,
BEHIND ICICI BANK, KIDWAIPURI

WITH OFFICE AT HONEYKOMB BY BHIVE,
649, 13TH CROSS, 27TH MAIN RD,
1ST SECTOR, HSR LAYOUT, BENGALURU, KARNATAKA
560102,
BENGALURU, KARNATAKA.
Email. [email protected]

4 . DEEPAK KHERAJANI
RESIDING AT FLAT NUMBER 01,
APARTMENT NUMBER 933 HSR SECTOR 3
BENGALURU, KARNATAKA

WITH OFFICE AT : HONEYKOMB BY BHIVE,
TH TH
649, 13 CROSS, 27 MAIN RD,
ST
1 SECTOR, HSR LAYOUT, BENGALURU,
KARNATAKA - 560 102
BENGALURU, KARNATAKA.
Email: [email protected]

5 . X CLUB AND KSP ENTERPRISES
REPRESENTED BY ITS PROPRIETOR

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MR. PREM KUMAR DHARMANI
RESIDING AT F-8/7,
FWARD BAIRAGARH,
BHOPAL MADHYA PRADESH INDIA -462 030.
WITH OFFICE AT :HONEYKOMB BY BHIVE, 649, 13TH
CROSS, 27TH MAIN RD,
1ST SECTOR, HSR LAYOUT,
BENGALURU, KARNATAKA - 560 102,
BENGALURU, KARNATAKA.
Email: [email protected]

6 . CREATO CLUB PRIVATE LIMITED
REPRESENTED BY
MR. PREM KUMAR DHARMANI

WITH OFFICE AT HONEYKOMB BY
BHIVE, 649, 13TH CROSS,
27TH MAIN RD, 1ST SECTOR,
HSR LAYOUT, BENGALURU,
KARNATAKA - 560 102,
BENGALURU, KARNATAKA.
Email:[email protected]
…RESPONDENTS

(BY SRI. MANU KULKARNI, SUMUKH B. RAM A/W
SRI. CHETAN TAYAL., ADVOCATE FOR R1 TO R6)

THIS ARBITRATION PETITION-INTERIM MEASURE IS
FILED UNDER SECTION 9 OF THE ARBITRATION AND
CONCILIATION ACT, 1996, PRAYING TO a. GRANT AN ORDER
OF TEMPORARY INJUNCTION RESTRAINING THE
RESPONDENTS, THEIR AGENTS, SERVANTS, EMPLOYEES
REPRESENTATIVES, OR ANY PERSON CLAIMING THROUGH OR
UNDER THEM FROM USING, COPYING, MODIFYING
EXPLOITING, OPERATING, PUBLISHING, COMMERCIALISING,
LICENSING, TRANSFERRING, ASSIGNING, DISCLOSING, OR
CLAIMING ANY RIGHT, TITLE, OR INTEREST OR OTHERWISE
DEALING WITH OR CREATING ANY THIRD PARTY RIGHTS IN
THE APPLICATIONS AND MATERIALS RELATING TO THE
APPLICATIONS MORE PARTICULARLY DESCRIBED IN THE
SCHEDULE HERETO, VIDE ANNEXURE D MASTER SERVICE
AGREEMENTS DATED 20.05.2024, 01.12.2025 PENDING
DISPOSAL OF THE ARBITRAL PROCEEDINGS AND ETC.

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THIS AP.IM PETITION HAVING BEEN HEARD AND
RESERVED ON 30.06.2026 FOR ORDER COMING ON FOR
PRONOUNCEMENT THIS DAY, THIS COURT MADE THE
FOLLOWING:


CORAM: HON'BLE MR. JUSTICE M.G.S. KAMAL

CAV ORDER


1. This Arbitration petition is filed under Section 9 of the
Arbitration and Conciliation Act, 1996 (hereinafter
referred to as `Act, 1996) seeking following reliefs:
''a. Grant an order of temporary injunction restraining the
Respondents, their agents, servants, employees,
representatives or any person claiming through or under
them from using, copying, modifying, exploiting, operating,
publishing, commercializing, licensing, transferring,
assigning, disclosing or claiming any right, title or interest or
otherwise dealing with or creating any third party rights in
the Applications and materials relating to the applications
more particularly described in the Schedule hereto, vide
Annexure-D master service agreements dated 20.05.2024,
11.12.2025 pending disposal of the arbitral proceedings.
b. Grant an order of mandatory injunction directing
Respondent Nos. 1 to 6 to forthwith hand over and deliver to
the Applicant all laptops, computers, storage devices,
documents, records, code, marketing, App Store credentials,
related work product and other company property belonging
to the Applicant and presently in their possession, custody or
control.
c. Pass any other order as this Hon'ble Court may deem fit in
the interest of justice and equity.''


2. Schedule to the application read as under:
Schedule
''All right, title, and interest in and to any copyrightable
material (including but not limited to software source code

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and object code), trademarks, notes, records, drawings,
designs, inventions, improvements, developments, discovery
and trade secrets conceived, discovered, authored, invented,
developed or reduced to practice by respondents, solely or in
collaboration with others, arising out of, or in connection
with the service under the master service agreement dated
13.05.2024, 20.05.2024, 30.11.2025 (produced at
Annexure-D) including but not limited to the software
applications by the name and style ''Amore'', ''Astha 247: AI
Spiritual App'', and ''Creato'' and ''Astro'' and ''Astro 247''
and customers details in relation to the same, and any
copyrights, patents, trade secrets, mask work, rights are
other intellectual property rights relating to the foregoing.''

3. Brief facts of the case of the applicant :
3.1 That applicant is a Company incorporated under the laws
of Singapore with its registered office at Singapore
carrying on the business inter-alia of development,
financing and commercialization of software applications,
artificial intelligence products and technology platforms.
3.2 That applicant had engaged the services of respondent
Nos.1 to 5 herein as independent consultants in terms of
Master Service Agreements (hereinafter referred to as
MSAs) to work on the development of multiple customer
software applications. That the applicant has paid a sum
of Rs.2.2 Crores to respondent Nos.1 to 5 towards
development of applications and other services under the
MSAs. Source code for these applications belong to the
applicant. Besides, other development work was carried
out on the applicant's platform with full assistance and its
resources.

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3.3. That in terms of the MSAs all intellectual properties
including copyrighted source codes and trade secrets,
developed, either solely or in collaboration during the
tenure of MSAs and arising out of or in connection with
the performing service under MSAs are the sole
properties of applicant and are duly and wholly assigned
to it.
3.4 That the applicant was looking for the ways to launch the
applications that were developed in terms of MSAs
including an application known as ''ASTRO 247''. That the
respondent No.1 had suggested that in order to ease the
regulatory issues, the developed applications could be
launched through a company to be incorporated within
India. In consideration, he had represented that the
applicant would be provided 38% stake in the proposed
company.
3.5 A Term Sheet in this regard was also executed on
07.09.2024, which indicate that subsequent to
incorporation of respondent No.6 appropriate agreement
with intellectual property assignment provisions would be
entered into. That it is in this context, respondent Nos.1
to 5 had executed MSAs both before and after
incorporation of respondent No.6, with clear
understanding that intellectual properties in the
applications would at all times belong to the applicant.
3.6 That accordingly respondent No.6 company was
incorporated on 24.09.2024 by respondent No.1 under
the provisions of Companies Act, 2013, in which

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respondent No.1 is holding 99.99% shares while one
Ms.Kamala Dharmani a close relative of respondent No. 1
is holding 0.01% of shares.
Even after incorporation of respondent No.6, during the
developmental phase of the applications, applicant
continued to be the owner of the relevant intellectual
properties, investing finance and regularly overseeing the
activities of respondent Nos.1 to 5 in connection with the
applications.
3.7 Respondent No.6 had raised invoices to the applicant for
services rendered in terms of MSAs and received payment
for the same from the applicant.
3.8 However, subsequent to incorporation of respondent no.6
neither 38% stake as promised was allotted nor was
there any intention to allot such stake to the applicant.
Representations so made were only to mislead the
applicant with an intention to wrongfully usurp the
intellectual properties which belonged to the applicant.
3.9 On 05.06.2026, Mr. Karan Sirdesai, Director of the
applicant, issued a communication requesting respondent
No.1 to finalise the transaction as per the Term Sheet. It
was reiterated that the applicant had created applications
including '' ASTRO - 247'' and '' CREATO'' and incurred costs
of developing the same, thus it was imperative to execute
necessary transactions so that it continued to retain
control over the sole and exclusive intellectual property.

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3.10 That in response on 11.06.2026, respondent No.6
shockingly claimed that respondent No.6 is a separate
legal entity and MSAs would not apply to the applications
and that respondent No.6 had all the rights over the
intellectual properties in the applications.
3.11 Thus, respondents had deceived the applicant with an
intention of usurping its intellectual property rights in the
developed applications.
3.12 That the respondent No.6 thereafter issued a legal notice
along with a complaint dated 12.06.2026 that was filed
by respondent No.1 before the Commissioner of Police,
Bangalore. The said steps was clear case of collusion
between respondent No.1 and respondent No.6 to avoid
complying the obligations under MSAs.
That applicant on 12.06.2026 issued a communication
calling upon respondent Nos.1 to 5 to return the
applicant's property as per Article 6 of the MSA, for which
the applicant had paid the purchase price. There has been
no response to the said letter till date.
3.13 That the applicant being left with no other alternatives in
the circumstances, issued notice dated 16.06.2026
terminating the MSAs, which have been received by
respondent Nos.1 to 6.
3.14 Applicant also learnt that respondent No.6 has filed a
original suit is O.S.No.4261/2026 before the City Civil
Court against the applicant, Mr. Karan Sirdesai and
Mr.Ninad Naik on 17.06.2026 seeking injunctive relief

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against initiating any arbitral proceedings for the claims
pertaining to the intellectual property of the applicant.
3.15 Respondent No.6 continues to hold and operate the
applications belonging to applicant which were entirely
funded by the applicant. The said applications have
gained significant popularity with one such application
having over 10 lakhs downloads on Google Play Store.
Thereby, wrongfully benefiting monetarily after the
development of the said applications. Respondent No.6
has wrongfully filed a trademark application in connection
with the same, despite all the relevant intellectual
property rights being assigned in favour of the applicant.
3.16 Separate corporate personality of respondent No.6 is
being abused as a mere facade to perpetrate fraud, evade
legal obligations and shield the individuals in de-facto
control from their liability.
3.17 Respondent No.1 being the alter-ego and controlling mind
of the respondent No.6 is held jointly and severally liable
for all the acts complained in the application. The
respondent No.6 is therefore a proper and necessary
party.
3.18 In view of the aforesaid backdrop and conduct of the
respondents, attempting to misappropriate the
applications and associated intellectual property, there is
grave urgency for the applicant to be granted protective
interim reliefs.

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3.19 That clause 13 of said MSAs provide arbitration clause for
arbitration under the aegis of Singapore International
Arbitration Centre with the seat of arbitration at
Singapore. That as per clause 13.1.7 of the MSAs,
applicant is permitted to approach any Court seeking
interim relief.
3.20 In the instant case, the office and principal place of
business of respondent No.6 are admittedly based in
Bengaluru and respondent Nos.1 to 5 are also working for
respondent No.6, out of a co-working space based in
Bengaluru. That cause of action arose within the
jurisdiction of this Court. As such this Court has
jurisdiction to entertain the present application.
Hence this petition.
Case of respondent Nos.1 and 4:
4. Statement of objections is filed by respondent Nos.1 and 4
contending interalia;
4.1 That this Court has no jurisdiction to entertain the present
petition under Section 9 of the Act, 1996.
4.2 That since the MSAs provide for Singapore International
Court of Arbitration (SIAC), with the seat of Arbitration in
Singapore, Courts at Singapore alone have exclusive
supervisory jurisdiction.
4.3 That even if the residual jurisdiction exists, the doctrine of
forum non-convenient requires rejection of the petition.

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That the Courts of the seat of arbitration are fully
empowered to grant equivalent interim measures.
4.4 Relief as sought amounts to mandatory injunction in the
nature of final relief which cannot be granted at the
interlocutory stage.
4.5 Petition is also premature as mandatory 30 days amicable
settlement period stipulated under clause 13.1.1 of MSAs
has not been exhausted prior to filing of the present
petition.
4.6 That since arbitral proceedings seated at Singapore this
court being a Domestic Court exercising curial jurisdiction
cannot determine the question of arbitrability, scope of
the arbitration clause or reliefs available under the MSAs
solely with reference to Indian law when the governing
law of the seat is Singapore Law.
4.7 That the applicant has failed to specifically plead and prove
Singapore law as a fact. In the absence of such pleading
and proof by the applicant, case on the applicability and
scope of arbitration clause and the entitlement to the
relief sought is fundamentally incomplete and cannot be
proceeded upon.
4.8 Respondent No.1 was engaged by the applicant under a
MSA dated 30.05.2024 in the capacity of lead consumer
GTM with the scope of service being limited to marketing
and not for development of any software product or
application. The only intellectual property that could arise
in connection with such service would be marketing

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collateral and related materials and not software, source
code or any product application.
4.9 Respondent No.4 along with respondent Nos.2, 3 and 5
was engaged for design, development and enhancement
of applicant's own product Klok-AI. The MSA executed
between applicant and respondent No.5 on 14.04.2026
pertains exclusively to AI consulting service in connection
with Klok-AI.
4.10 That the service rendered by respondent No.2 to 5 under
MSAs is in respect of Klok-AI, which is applicant’s own
product. Not a single MSA executed between the
applicant and any other respondent Nos.1 to 5 refers to
ASTRO-247 as a subject matter deliverable to scope of
the work.
4.11 That the payments made under MSAs were towards the
development and enhancement of applicant's own
product and not towards the development of Astro-247.
Claim of the applicant regarding payment of Rs.2.2
Crores for development of application is denied. That the
amounts paid to respondent No.1 under MSA dated
13.05.2024 were towards marketing service amounted to
SGD 1,61,972 approximately 1.18 Crores Indian Rupees.
4.12 All the developments performed by the respondent Nos.2
to 5, under their respective MSAs were carried out
exclusively on applicant's own platform and using
applicant issued email IDs.

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4.13 That upon issuance of termination notices dated
16.06.2026, applicant has disabled all such email IDs and
accordingly all source code and work product pertaining
to Klok-AI is already within the exclusive possession and
control of applicant. Personal equipment used by
respondent Nos.1 to 5 in performance of their respective
MSA service is their personal property and was never paid
for by the applicant. Nothing is in possession of
respondent Nos.1 to 5 that belongs to applicant.
4.14 That the director of applicant Mr. Karan Sardesai was
negotiating with respondent No.1 to acquire commercial
stakes in "ASTRO 247" by investing into respondent No.6
thereby acknowledging the fact that "ASTRO 247" was
independent property of Respondent No.6.
4.15 That respondent No.6 was incubated by CIIE initiatives
and independent state funded venture institution. As
such, allegation of respondent No.6 being a shell entity or
alter ego of respondent No.1 is denied.
4.16 "ASTRO 247" was never a deliverable or subject matter of
any MSA service and thus falls entirely outside the scope
of IP assignment clause.
4.17 That "ASTRO 247" was independently conceived and
developed by respondent No.6 using its own resources
independently of the applicant and outside the scope of
any MSAs obligation. The commercial discussion between
the parties regarding potential investment by applicant
into respondent No.6 were genuine business negotiations

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that ultimately did not culminate in any binding
agreement.
4.18 Respondent Nos.1 to 5 are not liable for applicant's
unilateral decision to make investment without executing
binding document. Term sheet was valid only for a period
of 30 days from its execution, within which period no
binding document was executed between the parties.
The Term Sheet accordingly has lapsed. Term sheet was
executed on 07.09.2024 prior to incorporation of
respondent No.6 company on 24.09.2024. Execution of
MSAs before and after incorporation of respondent No.6
demonstrates that IP in the applications would at all times
belong to applicant is false.
4.19 Any work carried out by respondent Nos.2 to 5 on the
applicant's platform after period reference was in
connection with the applicant's own product Klok-AI and
not in connection with "ASTRO 247".
4.20 It is for the first time by email dated 05.06.2026,
applicant claimed ownership over "ASTRO 247". All
contemporaneous communications between the
applicant's director and respondent No.1 prior to
05.06.2026 reflect ongoing investment discussion by
applicant to acquire a commercial stake in "ASTRO 247".
Case of respondent No.6
5. Respondent No.6 has filed separate statement of objections
wherein apart from reiterating the averment made by
respondent No.1 and 4 as above, it is contended interalia ;

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5.1 That respondent No.6 is not party to any of the MSAs and
never consented to arbitration. Respondent No.6 being a
non-signatory to an Arbitration agreement no petition
against respondent No.6 is maintainable by reason of its
alleged association with the signatories.
5.2 Group of companies doctrine has not been recognised
under Singapore Law. Respondent No.6 cannot be drawn
into arbitral proceedings or proceedings ancillary thereto.
5.3 The allegation of respondent No.6 being alter ego of
respondent No.1 is a disputed question of fact which
cannot be gone into at the interim stage.
5.4 This Court is required to determine the arbitrability of the
present dispute with reference to respondent No.6
applying Singapore Law, which does not permit extension
of arbitration clause to respondent No.6.
5.5 Relief sought in the present petition concerning respondent
No.6 would have the effect of restraining it from
operating as "ASTRO 247" in its entirety which is an
independently developed commercial operating platform
with over 45 lakhs users, registered trade marks and a
formal institutional investor. Such relief could affect not
merely the parties to MSAs but a wide class of third
parties including respondent No.6 investors, employees,
users and commercial counterparts.
5.6 Dispute whose resolution would have an erga omnes effect
and concern rights in rem as against the world at large

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are not suitable for resolution through arbitration and are
accordingly non-arbitrable.
5.7 Applicant cannot assert its intellectual property ownership
over ASTRO 247 in the absence of written agreement in
writing as mandated under Section 19(1) of the Copyright
Act, 1957. No such agreement is entered into between
applicant and respondent No.6.
5.8. That respondent No.6 was incorporated on 24.09.2024. It
is an independent commercial entity . ASTRO 247, an AI
based astrology platform, was independently conceived,
designed and developed by respondent No.6 using its own
resources and technology, infrastructure, maintained
under its own GitHub repositories at GitHub.com/Creative
Apps.
5.9 That on 01.04.2026 it has executed a formal incubation
agreement with CIIE initiatives pursuant to which
shareholding pattern of respondent No.6 was modified
with CIIE initiative acquiring stake therein. As such, the
characterization of respondent No.6 as a shell company,
alter ego, or corporate facade is misconceived.
5.10 That the applicant engaged respondent No.6 as vendor
for specific services, including development of applicant's
own product 'Aegion' and for providing AI and IT training
services to applicant's employees. The invoices raised by
respondent No.6 produced at Annexures-G and H are
towards the development of Aegion on applicant's own
product identified in its Annexure-C and for AI and IT

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training services of its employees at the office of
respondent No.6 and not with reference to "ASTRO 247"
or its development.
5.11 That the respondent No.6 operates "ASTRO 247" as its
lawful and independent owner. Commercial success of
"ASTRO 247" including its over 45 lakhs downloads on
Google Play Store is the result of respondent No.6's own
independent efforts, investment and development.
Trademark applications filed by respondent No.6 are in
respect of marks that are the exclusive and independent
property of respondent No.6.
5.12 Issuance of legal notice dated 12.06.2026, filing of police
complaint and suit in O.S.No.4261/2026 is in exercise of
its rights as an independent owner of "ASTRO 247" and
its associated intellectual property.
Contending as above, sought for dismissal of the
application.
Submissions :
6. Sri. Nandakumar, learned Senior Counsel appearing for the
applicant submitted:
6.1 That proviso to sub-section (2) of Section 2 of the Act,
1996 permits filing of an petition for interim measures
under Section 9 of the Act, 1996 even if the place of
arbitration is outside India.
6.2 The term '' any Court '' used in Clause 13.1.7 of the MSAs,
allows the parties to approach any Court and term

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'' applicable law'' used therein, is the law of the Court
which is approached for grant of interim relief.
6.4 That the parties have consciously not excluded the
jurisdiction of Indian Courts to seek relief under Section 9
of the Act, 1996.
6.5 Indian law is presumed to apply even when the seat of
Arbitration is in Singapore unless any inconsistency
between Indian and Singapore law is pointed out. No such
inconsistency has been pointed out by the respondents.
6.6 Under SIAC Rules, there is no bar for granting relief on an
petition filed under Section 9 of the Act, 1996. That Rule
45.2 of SIAC Rules, 2025 itself permits filing of an
petition for interim relief before any Court even though
there are provisions for emergency arbitration. There is
no incompatibility.
6.7 Even if emergency arbitration is initiated, same requires
filing of an petition under Section 9 of the Act, 1996
before this Court for enforcing any award that may be
passed in such emergency arbitration proceedings.
6.8 That respondent No.1 is holding 99.99% of the shares
while the other director is holding 0.01% of shares in
respondent No.6-Company, which is alter ego of
respondent No.1 for all practical purposes, as such,
respondent No.6 is bound by the MSA entered into by
respondent No.1 with the applicant.

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6.9 Corporate veil of respondent No.6 is required to be lifted
as respondent No.1 and respondent No.6 are a single
economic reality.
6.10 That the source code for the applications including "ASTRO
247" and development work in relation thereto was
carried out on the applicant's platform since July, 2024.
6.11 All intellectual property including copyrighted sources,
codes, and trade secrets developed either solely or in
collaboration were in furtherance to performance of
services in terms of the MSAs.
6.12 Respondent No.6 failed to provide stake of 38% to the
applicant as represented by respondent No.1, instead
respondents used the said trust to usurp right of the
applicant over the intellectual property that exclusively
belonged to the applicant.

6.13 Google Play Store on which the applications including
"ASTRO 247" were launched clearly identifies the usage of
applicant's platform which is not denied.
6.14 Respondent No.1 is using respondent No.6 as corporate
personality as a facade to perpetrate fraud, evade legal
obligations, who is in de-facto control of the said entity.
6.15 That the admission of respondents in the statement of
objections of they entering into incubation agreement
with CIIE initiatives on 01.04.2026, shows the intention
to alienate the intellectual property in the applications.

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6.16 Their contention of they modifying the source code of the
application using GitHub chats further indicate the
urgency to protect the rights of the applicant.
6.17 That the respondent Nos.2 to 5 were admittedly engaged
for development of applications and they were reporting
to respondent No.1. There was no segregation of
applications on which respondents worked as being
claimed by the respondents.
6.18 He relies upon the following judgments in support of his
submissions:
1. PASL WIND SOLUTIONS PRIVATE LIMITED V GE
POWER CONVERSION INDIA PRIVATE LIMITED
reported in (2021)7 SCC 1

2. RAFFLES DESIGN INTERNATIONAL INDIA PRIVATE
LIMITED reported in 2016 SCC ONLINE DEL 5521.

3. SHANGHAI ELECTRIC GROUP CO LTD V RELIANCE
INFRASTRUCTURE LIMITED reported in O.M.P(I)
(COMM) 433/2020

4. SHANGHAI ELECTRIC GROUP CO. LTD., V
RELIANCE 1 INFRASTRUCTURE LIMITED reported in
2024 SCC ONLINE DEL 1606

5. RELIANCE INFRASTRUCTURE LIMITED V
SHANGHAI 1 ELECTRIC GROUP CO. LTD reported
in SLP (CIVIL) DIARY NO.14788/2024

6. ARIF AZIM CO LTD. V M/S MICROMAX 1
INFORMATICS FZE, reported in 2024 INSC 850

7. INDUS MOBILE DISTRIBUTION (P) LTD
DATAWIND INNOVATIONS (P) LTD reported
in (2017) 7 SCC V 27 678

8. BHARAT ALUMINIUM CO. V KAISER ALUMINUM
TECHNICAL SERVICE INC reported in (2013) 9
SCC 552

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9. BGS SGS SOMA JV V NHPC LIMITED REPORTED IN
(2020) 4 SCC 234 EMKAY GLOBAL FINANCIAL
SERVICES LIMITED V GIRDHAR SONDHI
reported in (2018) 9 SCC 49

10. BRAHMANI RIVER PELLETS LIMITED V KAMACHI
5 INDUSTRIES LIMITED reported in (2020) 5 SCC
462.

11. COX AND KINGS LIMITED V. SAP INDIA PRIVATE
LIMITED AND ANR., reported in (2024) 4 SCC 1.


12. OIL AND NATURAL GAS CORPORATION LIMITED
V. DISCOVERY ENTERPRISES PRIVATE LIMITED AND
ANR., reported in (2022) 8 SCC 42.

13. A C CHOKSHI SHARE BROKER PRIVATE LIMITED
V. JATIN PRATAP DESAI AND ANR., reported
in (2025) 5 SCC 321.

14. PURPLE MEDICAL SOLUTIONS PRIVATE LIMITED
V. MIC THERAPEUTICS INC. AND ANR., reported in
(2015) 15 SCC 622

15. GIRISH MULCHAND MEHTA AND ORS. V.
MAHESH S. MEHTA AND ORS., reported in
MANU/MH/1458/2009.

16. CHUNILAL KAPOORCHANJI SHAH AND ORS. V.
YUVRAJ INDUSTRIES LIMITED AND ORS., reported in
MANU/GJ/0976/2009.

17. BLUE COAST INFRASTRUCTURE DEVELOPMENT
PVT. LTD. V. BLUES COAST HOTELS LTD. AND ANR.,
reported in 2020 SCC OnLine Del 1897.

18. RAO AND SAPRU FILMS PVT. LTD., reported in
2025: BHC:-OS:23588.

19. MIDAS HYGINE INDUSTRIES (P) LTD. V. SUDHIR
BHATIA AND OTHERS, reported in (2004) 3 SCC 90.

20. DEVTREE CORP LLP V BHUMIKA NORTH
GARDENIA reported in MFA No. 2978 of 2024 (HIGH
COURT OF KARNATAKA).

21. DEVTREE CORP LLP V BHUMIKA NORTH
GARDENIA reported in SLP (C) NO. 26760/2024".

22. AIRCON BEIBARS FZE V HELIGO CHARTERS
PRIVATE LIMITED reported in (2017 SCC ONLINE
BOM 631 (SINGLE JUDGE.

- 22 -





23. HELIGO CHARTERS PRIVATE LIMITED V. AIRCON
BEIBARS reported in FZE 2018 SCC ONLINE BOM
1388 (DIVISION BENCH).

24. TUF METALLURGICAL PRIVATE LIMITED CASE OF
ANDHRA PRADESH HIGH COURT reported in (2025
SCC ONLINE AP 13 (DIVISION BENCH).

25. COX AND KINGS LIMITED V. SAP INDIA PRIVATE
LIMITED AND ANR., reported in (2024) 4 SCC 1.



7. Sri. Manu Kulakarni, learned counsel appearing for the
respondents submitted;
7.1 That respondent No.6 not being a party-signatory to
arbitration agreement cannot be dragged into the
arbitration proceedings.
7.2 That Singapore law, being the law of the seat governs the
arbitrability at the pre-award and post-award stages.
7.3 That the applicant has neither pleaded nor placed any
material particulars, provisions or judicial precedent
regarding Singapore law being applicable in relation to
non-signatory, alter-ego, or group of companies doctrine.
7.4 Sub-section (2) of Section 2 of Act, 1996, confines Part I
of the Act including Section 9 of the Act, 1996 to
arbitration seated in India. However, provisions of
Sections 9, 27 and clause (b) of sub-section (1) and sub-
section (3) of Section 37 would only apply to foreign
seated international commercial arbitration, subject to an
agreement to the contrary.

- 23 -




7.5 That the arbitration clause being relied upon by the
applicant providing for applicability of Singapore law and
Singapore being the seat of arbitration, itself constitutes
an agreement to the contrary within the meaning of
proviso to sub-section (2) of Section 2 of the Act, 1996.
7.6 Singapore law does not recognize group of companies
doctrine as basis for extending arbitration clause to a
non-signatory. As such, even if the applicant were to
pursue its claim before the Singapore Seated Tribunal, it
would not be entitled to any final relief against
respondent No.6.
7.7 No interim relief can be granted against respondent No.6
on the basis of alter ego, corporate veil and single
economic reality and group of companies doctrine .
7.8 Lifting of corporate veil on disputed question of facts
cannot be undertaken at the interim stage, even while the
applicant has failed to make out a prima facie case.
7.9 That Section 11 of the Singapore International Arbitration
Act, 1994 provides that a dispute by arbitration may be
determined if agreed by the parties unless it is contrary
to public policy to do so. That the public policy referred to
in Section 11 is not confined to public policy of Singapore.
It extends to foreign public policy where it arises in
connection with the essential element of arbitration
agreement including the question of who may be bound
by it.

- 24 -




7.10 Dispute resolution which carries an erga omnes effect
concerning rights in rem are not suitable for resolution
through arbitration as such non-arbitral.
7.11 Relief against respondent No.6 could restrain it from
operating "ASTRO 247" in its entirety, which would affect
all stake holders of respondent No.6.
7.12 Reliefs sought against respondent No.6 are not
preservatory or protective in nature. They are in the
nature of final relief which cannot be granted in the
interlocutory proceedings.
7.13 All assets relating to ASTRO 247 including its domain
names, web applications, website and trademarks
exclusively belong to respondent No.6.
7.14 Respondent No.6 has filed trademark application for
applications namely; "ASTRO 247", "ASTHA 247" in its
own name, well before applicant even asserted any claim
of ownership over the same.
7.15 There is no assignment of copyright in writing as required
under Section 19(1) of the Copyright Act, 1957. The
claim of applicant on the intellectual property in
"ASTRO 247" is therefore unsustainable. "ASTRO 247"
continues to vest in respondent No.6.
7.16 Invoices presented by the applicant indicate training
services alone and no connection with "ASTRO 247".
7.17 He relied upon the following judgments in support of his
case.

- 25 -




1. ASHWANI MINDA AND JAY USHIN LIMITED VS. U-
SHIN LIMITED AND MINEBEA MITSUMI INC., reported
in 2020 SCC ONLINE DEL 721.
2. ARIF AZIM COMPANY LIMITED V. MICROMAX
INFORMATICS FZE, reported in (2025) 9 SCC 750
3. MANKASTU IMPEX PRIVATE LIMITED V. AIRVISUAL
LIMITED, reported in (2020) 5 SCC 399.
4. DELHI AIRPORT METRO EXPRESS PRIVATE LIMITED
(INDIA) V. CONSTRUCCIONES Y AUXILIAR DE
FERROCARRILES AND ANOTHER, reported in 2025 SCC
ONLINE DEL 10072
5. C.N. RUDRAMURTHY K. BARKATHULLA KHAN AND
OTHERS, reported in (1998) 8 SCC 275.
6. CHANNEL TUNNEL GROUP LTD. AND ANOTHER V.
BALFOUR BEATTY CONSTRUCTION LTD. AND OTHERS,
reported in [1993] 1 ALL ER 664.
7. BORDEN, INC. V. MEIJI MILK PRODUCTS CO., LTD.,
919 F.2D 822 reported in (2D CIR. 1990)
8. TECHNIP SA V. SMS HOLDING (P) LTD. AND
OTHERS, reported in (2005) 5 SCC 465.
9. SHIN-ETSU CHEMICAL CO. LTD. V. AKSH OPTIFIBRE
LTD. AND ANOTHER, reported in (2005) 7 SCC 234.
10. NATIONAL THERMAL POWER CORPORATION V.
SINGER COMPANY AND OTHERS, reported in (1992) 3
SCC 551.
11. SORIN GROUP ITALIA S.R.L. V. NEERAJ GARG,
reported in 2023 SCC ONLINE DEL 3512.
12. VIDYA DROLIA AND OTHERS DURGA TRADING
CORPORATION, reported in (2021) 2 SCC 1.
13. BOOZ ALLEN & HAMILTON INC. V. SBI HOME
FINANCE LTD. AND OTHERS, reported in (2011) 5 SCC
532
14. COX AND KINGS LIMITED V. SAP INDIA PRIVATE
LIMITED AND ANOTHER, (2024) 4 SCC 1

- 26 -




15. MANUCHAR STEEL HONG KONG LIMITED V. STAR
PACIFIC LINE PTE LTD, reported in [2014] SGHC 181.
16. FIVE OCEAN CORPORATION V. CINGLER SHIP PT
LTD. reported in [2015] SGHC 311.
17. KUDLA RAMPAGE V. HARSHENDRA KUMAR D.,
reported in W.P. NO. 22528 OF 2025 (GM-CPC), HIGH
COURT OF KARNATAKA
18. DORAB CAWASJI WARDEN V. COOMI SORAB
WARDEN, reported in (1990) 2 SCC 117
19. PERCEPT D'MARK (INDIA) (P) LTD. V. ZAHEER
KHAN, reported in (2006) 4 SCC 227.
20. ANUPAM MITTAL V WESTBRIDGE VENTURES II
INVESTMENT HOLDINGS, reported in [2023] SGCA 1.
21.RENUSAGAR POWER CO.LTD. V GENERAL ELECTRIC
CO., reported in 1994 Supp (1) SCC 644.

8. Heard. Perused the records.
Points :
9. Points that arise for consideration are;
9.1 Whether the petition under Section 9 of the Act, 1996 as
filed by the applicant is maintainable before this Court in
the light of proviso to sub-section (2) of Section 2 of Act,
1996?
9.2 Whether in view of the contentions urged by the parties,
the petition under Section 9 of the Act, 1996 is
maintainable against respondent No.6-Company, which
admittedly is a non signatory to arbitration agreement?
9.3 Whether the applicant has made out a case for grant of
interim relief against the respondents?

- 27 -






Discussion and analysis:
10. Regarding point No.1:
Whether the petition under Section 9 of the Act, 1996 as
filed by the applicant is maintainable before this Court in
the light of proviso to sub-section (2) of Section 2 of Act,
1996?

10.1 Admittedly, the dispute is between applicant, a Singapore
based company and respondent Nos.1 to 5 who are the
signatories to the MSAs and residents of India. Service
contemplated under MSAs pertains to development,
commercializing of software applications, artificial
intelligence, marketing, and all incidental and ancillary

commercial purposes.
10.2 Clause 13 of the MSAs providing for arbitration of matters,
reads as under:
13. Governing Law, Legal & Arbitration Matters
''
This Agreement shall be governed by and construed in
accordance with the laws of Singapore.
13.1. Dispute Resolution.
13.1.1. All disputes and differences arising out of or in
connection with any of the matters set out in this
agreement ('' Disputes'' ), including any question regarding
the existence, validity or termination of this agreement, if
not resolved by amicable settlement within 30 (thirty) days
from the dispute, shall be referred to and administered by
the Singapore International Arbitration Centre in
accordance with the Arbitration Rules of Singapore

- 28 -




International Arbitration Centre for the time being in force,
which rules are deemed to be incorporated by reference in
this clause.
13.1.2 The arbitrator shall reach and render a decision in
writing with respect to appropriate award to be rendered
are remedy to be granted pursuant to the dispute.
13.1.3 To the extent practical, decisions of the arbitrator
shall be rendered no more than 90 (ninety) days following
commencement of proceedings with respect thereto
13.1.4 The arbitration shall be conducted in English and
the seat of arbitration shall be Singapore.
13.1.5 The arbitral tribunal shall consist of the sole
arbitrator mutually appointed by the Parties to the dispute.
In the event of the Parties are unable to mutually appoint
the sole arbitrator, such sole arbitrator shall be appointed
by the presiding President of the Court of Arbitration of
Singapore International Arbitration Center.
13.1.6 The arbitrator shall be entitled to award costs of the
arbitration.
13.1.7 Any Party may at any time without regard to any
notice periods required by the provisions hereof, and as
often as is necessary or appropriate, seek interlocutory,
provisional or interim relief or remedies from any court
(including, without limitation, to the extent available under
Applicable Law, a temporary restraining order or
preliminary injunction).

10.3 Thus, the present case falls within the definition of
international commercial arbitration , as defined under the
Act, 1996. The law governing the arbitration is that of
Singapore and seat of arbitration also being at Singapore.
Position of law:
10.4 Sub-section (2) of Section 2 of the Act, 1996 reads as
under:

- 29 -




" (2) This Part shall apply where the place of
Arbitration is in India:

Provided that subject to an agreement to the
contrary, the provisions of sections 9, 27 and
clause (b) of sub-section (1) and sub-section (3) of
section 37 shall also apply to international
commercial arbitration, even if the place of
arbitration is outside India, and an arbitral award
made or to be made in such place is enforceable
and recognised under the provisions of Part II of
this Act".

10.5 Plain reading of the aforesaid provision indicate that
provisions of Sections 9, 27, Clause (b) of sub-section(1)
and sub-section(3) of Section 37 shall also be applicable
to the international commercial arbitration , even if the
place of arbitration is outside India, and an arbitral award
made or to be made in such place is enforceable and
recognised under the provisions of Part II of the Act,
1996, subject however to an agreement to the contrary.
10.5 On the question as to what constitutes "an agreement to
the contrary" in the instant case, the only vehement
submission made by learned counsel for respondents in
this regard is that, the very agreement entered into
between the parties, as contained in the arbitration clause
of the MSAs subjecting the arbitration proceedings to be
governed under the laws of Singapore with the seat of

- 30 -




arbitration being at Singapore, itself constitutes ''an
agreement to the contrary'' within the meaning of proviso
to sub-section (2) of Section 2 of the Act, 1996.
10.6 This contention cannot be countenanced inasmuch as the
very amendment to sub-section (2) of Section 2 of the
Act, 1996 by inserting the proviso by amendment Act 3 of
2016 effective from 23.10.2015 was to make provisions
of Sections 9, 27 and Clause (b) of sub-section(1) and
sub-section(3) of Section 37 of Part I of Act, 1996 be
applicable to the international commercial arbitration ,
even if the place of arbitration is outside India.
Therefore, mere existence of an arbitration clause
providing place of arbitration outside India itself cannot
be construed as ''an agreement to the contrary''. In
other words, parties are required to expressly agree and
provide that provisions of Sections 9, 27 and Clause (b)
of sub-Section(1) and sub-Section(3) of Section 37 of
Part I of Act, 1996 are not applicable to the terms of the
agreement.
10.7 Though learned counsel for the applicant has relied upon
several judgments with regard to applicability of proviso

- 31 -




to sub-section (2) of Section 2 of Act, 1996 with respect
to International Commercial Arbitration when the place of
arbitration is outside India, suffice to refer to the
following two judgments;
(i) The Hon'ble Apex Court in the case of PASL Windows
Solutions Pvt. Ltd. reported in (2021) 7 SCC 1 at
paragraph No.38 has held as under:
38. As a matter of fact, the reason for the insertion of the
proviso to Section 2(2) by the Arbitration and Conciliation
(Amendment) Act, 2015 was because the judgment
in Bhatia International v. Bulk Trading S.A., (2002) 4 SCC
105 [“Bhatia”] had muddied the waters by holding that
Section 9 would apply to arbitrations which take place
outside India without any express provision to that effect.
The judgment in Bhatia has been expressly overruled by a
five-Judge Bench in BALCO v. Kaiser Aluminium Technical
Services Inc., (2012) 9 SCC 552 :. Pursuant thereto, a
proviso has now been inserted to Section 2(2) which only
makes it clear that where, in an arbitration which takes
place outside India, assets of one of the parties are situated
in India and interim orders are required qua such assets,
including preservation thereof, the courts in India may pass
such orders. It is important to note that the expression
“international commercial arbitration” is specifically spoken
of in the context of a place of arbitration being outside
India, the consequence of which is an arbitral award to be
made in such place, but which is enforced and recognised
under the provisions of Part II of the Arbitration Act. The
context of this expression is, therefore, different from the
context of the definition of “international commercial
arbitration” contained in Section 2(1)(f), which is in the
context of such arbitration taking place in India, which only
applies “unless the context otherwise requires”. The four
sub-clauses contained in Section 2(1)(f) would make it clear
that the definition of the expression “international
commercial arbitration” contained therein is party-centric in
the sense that at least one of the parties to the arbitration
agreement should, inter alia, be a person who is a national
of or habitually resident in any country other than India. On
the other hand, when “international commercial arbitration”

- 32 -




is spoken of in the context of taking place outside India, it
is place-centric as is provided by Section 44 of the
Arbitration Act. This expression, therefore, only means that
it is an arbitration which takes place between two parties in
a territory outside India, the New York Convention applying
to such territory, thus making it an “international”
commercial arbitration.

(ii) High Court of Delhi, in the case of
Raffles Designs
International Pvt. Ltd., Vs Educimo Professional
Education reported 2016 SCC Online Delhi 5521 ,
dealing with question regarding applicability of sub-
section (2) of Section 2 of the Act, 1996 in the
international arbitration having seat of arbitration outside
India, at paragraph Nos.64, 65, 69, 70, 98 to 100 has
held as under:
64. The principal question to be addressed is whether by
virtue of the proviso introduced in Section 2(2) of the Act,
recourse to Section 9 of the Act is available in relation to
the arbitral proceedings in question.

65. At this stage, it is necessary to refer to the Dispute
Resolution Clause, which reads as under: -
“ 15 Governing Law and Dispute Resolution
15.1 This Agreement shall be governed by and
construed in accordance with the laws of Singapore.
15.2 Any dispute, controversy, claims or
disagreement of any kind whatsoever between or among
the Parties in connection with or arising out of this
Agreement or the breach, termination or invalidity thereof
shall be referred to and finally resolved by arbitration in
Singapore in accordance with the Arbitration Rules of the
Singapore International Arbitration Centre (SIAC Rules)
for the time being in force, which rules are deemed to be
incorporated by reference in this clause. This Agreement
and the rights and obligations of the Parties shall remain
in full force and effect pending the award in such
arbitration proceedings which award, if appropriate, shall

- 33 -




determine whether and when any termination shall
become effective.
15.3 The Arbitral Tribunal shall consist of one
arbitrator to be appointed by the Chairman of SIAC.
15.4 Language of Arbitration. The language of the
arbitration shall be in English.
15.5 Survival: The provisions contained in this Clause
15 shall survive the termination of this Agreement.”

69. Plainly, this position stands amended by enactment of
Section 2(II) of the Amendment Act by virtue of which
Section 2(2) of the Act stands amended by introduction of a
proviso that expressly provides that provisions of Section 9,
27 & 37(1)(a) and 37(3) of the Act would also apply to
international commercial arbitrations even if the place of
arbitration is outside India and the arbitral award is
enforceable under the provisions of Part II of Act.
70. As is apparent from the plain language of the proviso, it
is subject to an agreement to the contrary. In other words
the proviso is applicable only if there is no agreement to the
contrary; that is, there is no agreement, which excludes the
applicability of sections 9, 27, 37(1)(a) and 37(3) of the
Act.
98. It is seen that the parties had expressly agreed that the
arbitration shall be governed by the SIAC Rules. It is
relevant to note that Rule 26.3 of the SIAC Rules, expressly
provides that: -

“26.3 A request for interim relief made by a party to a
judicial authority prior to the constitution of the Tribunal,
or in exceptional circumstances thereafter, is not
incompatible with these Rules.”
[Rule 30.3 of SIAC Rules, 2016 is similarly worded to
Rule 26.3 quoted above.]

99. This is pari materia to Article 9 of the Model Rules. The
SIAC Rules must be read as a part of the agreement
between the parties and the only conclusion that can be
drawn is that the parties had expressly agreed that seeking
an interim order from the Courts would not be incompatible
with the arbitral proceedings.
100. The SIAC Rules are clearly in conformity with the
UNCITRAL Model Law and permit the parties to approach
the Court for interim relief. As pointed out earlier,
UNCITRAL Model Law expressly provides for courts to grant
interim orders in aid to proceedings held outside the State.
And, the proviso to Section 2(2) of the Act also enables a
party to have recourse to Section 9 of the Act
notwithstanding that the seat of arbitration is outside India.
Thus, the inescapable conclusion is that since the parties
had agreed that the arbitration be conducted as per SIAC

- 34 -




Rules, they had impliedly agreed that it would not be
incompatible for them to approach the Courts for interim
relief. This would also include the Courts other than
Singapore. It is relevant to mention that IAA is based on
UNCITRAL Model Law and SIAC Rules are also
complimentary to IAA/UNCITRAL Model law.

10.8 Learned counsel for the respondents on the other hand,
in support of his submissions to the effect that, when the
seat jurisdiction is conferred to a foreign country, only
Courts thereof shall exercise exclusive jurisdiction, has
relied upon the following Judgments;
) M/s.Arif Azim Co. Ltd. Vs M/s. Micromax Informatics
(i
FZE reported in 2024 INSC 850.
(ii) Mankatsu Impex Pvt. Ltd. Vs Airvisual Limited.,
reported in ( 2020)5 SCC 399.
(iii) Delhi Airports Metro Express private limited (India
Vs. Construcciones Y auxiliar De Ferrocarriles) and
another reported in 2025 SCC OnLine Del 10072
(iv) A shwani Minda and Jay Ushin Limited Vs U-Shin
Limited and Minebea Mitsumi Inc., reported in 2020 SCC
Online Del 721.


10.9 Hon'ble Apex Court in M/s. Arif Azim Co. Ltd supra as
well as in the case of Mankatsu Impex Pvt. Ltd. supra
has not dealt with scope and applicability of amended
proviso to sub-section (2) of Section 2 of the Act, 1996
when the seat of arbitration is outside India. In both the
cases the discussion, analysis and conclusion was with
regard to general applicability of Part I of the Act, 1996.

- 35 -




The Hon'ble Apex Court in the said judgments has
concluded that the moment ''Seat'' is determined, it
would akin to an exclusive jurisdiction clause, whereby
only the jurisdictional Courts of that seat alone would
have jurisdiction to regulate the arbitral proceedings.
10.10 The Division Bench of High Court of Delhi in the case of
Delhi Airports Metro Express Private Limited (India)
supra at paragraphs 108, has indeed recognized
applicability of Part I of the Act, 1996 to the extent
provided under the proviso to sub-section (2) of Section 2
of the Act, 1996. The said paragraph 108 is extracted
hereunder:
108. From the foregoing analysis of statutory provisions and
binding judicial precedents, it emerges with unmistakable clarity
that the supervisory jurisdiction over arbitral proceedings under
the Act is exclusively seat centric. The juridical seat of
arbitration determines the curial law and the court vested with
supervisory authority. Part I of the Act applies only where the
seat is situated in India; for foreign seated arbitrations, Part I is
excluded, save for the limited statutory exceptions under the
proviso to Section 2(2). Further, the doctrine of concurrent
jurisdiction stands conclusively rejected. Once the seat is
identified, courts at the seat alone exercise supervisory
jurisdiction. As held in BGS SOMA (supra), applying the
Shashoua principle, the designation of a place as the “venue” of
arbitration ordinarily constitutes the seat in the absence of
contrary indicia. This position has been reaffirmed in
Arif
Azim (supra), which clarifies that Indian courts lack supervisory
jurisdiction over foreign seated arbitrations, irrespective of any
contractual, commercial or territorial connections with India,
does not alter this legal position. This settled position of law
must guide the adjudication of the present case, leaving no
scope for deviation based on obsolete doctrines or misconceived
assertions of jurisdiction .
(emphasis as originally supplied)

- 36 -






10.11 Division Bench of Delhi High Court in the case of
Ashwani Minda (Supra), as seen at paragraph 36 of its
Judgment, the observation made on maintainability of the
application under Section 9 was in the context of a
situation of non availability of efficacious remedy after
constitution of arbitral Tribunal.
10.12 Thus, it is now a settled position of law that an
application under Section 9 is maintainable when the seat
of Arbitration is outside India in the absence of any
express agreement to the contrary.
10.13 Another aspect of the matter to be noted is Rule 45.2 of
SIAC Rules providing for interim conservatory relief to be
sought by the party before a judicial authority not being
incompatible with the Rules. The said clause read as
under;
"SECTION VII. POWERS OF THE TRIBUNAL

45. Interim Relief

45.1 Unless otherwise agreed by the parties, the
Tribunal may, at the request of a party, issue an order
or an award granting any interim or conservatory relief
it deems appropriate. The Tribunal may order the party
requesting interim or conservatory relief to provide

- 37 -




appropriate security in connection with the relief
sought.

45.2 A request for interim or conservatory relief made
by a party to a judicial authority is not incompatible
with these Rules and shall not be considered a breach
or waiver of the arbitration agreement. Any such
application to a judicial authority and any decision taken
thereon must be promptly notified to the Tribunal and
the Registrar.

10.14 Read in the light of aforesaid position of law, it becomes
clear that, in the instant case there is ''no agreement to
the contrary'' in the MSAs expressly excluding
applicability of proviso to sub-section (2) of Section 2 of
Act, 1996. As such, the present petition filed under
Section 9 of the Act, 1996 is very much maintainable
before this Court.

11. Regarding Point No.2:
Whether in view of the contentions urged by the parties,
the petition under Section 9 of the Act, 1996 is
maintainable against respondent No.6-Company, which
admittedly is a non-signatory to arbitration agreement?
11.1 Specific contentions of the applicant in this regard are
that;
(a) Respondent No.6 was incorporated on
24.09.2024 at the instance of respondent No.1
for the purpose of launching of applications of
applicant including "ASTRO 247".

- 38 -




(b) Respondent No.1 holds 99.99% shares,
while the other director holds 0.01% of the
shares.
(c) Term Sheet dated 07.09.2024 was entered
into in furtherance to the assurance made by
the respondent No.1 to allot 38% stake in
respondent No.6.
(d) MSAs were entered into before and after
incorporation of respondent No.6 indicating
consensus to be governed by arbitration
agreement.
(e) That even after incorporation of respondent
No.6, applicant continued to invest and oversee
the development activities of respondent No.1
to 5 in connection with the applications.
(f) That on 05.06.2026 when applicant
requested respondent No.1 to formalize the
transfer of shares, by a reply dated 11.06.2026
the respondent No.6-Company claimed to be a
separate legal entity; MSAs would not bind on
respondent No.6; and all the intellectual
properties belong to it.
(g) That the respondent No.6 is the alter-ego of
respondent No.1; respondent Nos.1 to 5 are
using corporate veil of respondent No.6
prejudicial to the interest of the applicant and

- 39 -




as such, respondent No.6 is a necessary party
to the proceedings.
11.2 On the contrary, contentions of respondent Nos.1 to 6
are;
(a) that respondent No.6 is not signatory to
MSAs and there is no consensus to be bound
by terms of arbitration agreement.
(b) That respondent No.6 is not an alter ego
of respondent No.1. It has executed a formal
incubation agreement with CIIE initiatives
(IIMA Ventures), which has acquired a stake in
respondent No.6.
(c) That ` group of companies doctrine', `alter
ego' and ` single economic entity' theory, is
impermissible under the law of Singapore for
extending an arbitration clause to a non-
signatory.
(d) Section 11 of Singapore International
Arbitration Act, 1994 does not confine to public
policy of Singapore but extends to foreign
public policy, where this arises in connection
with essential element of arbitration agreement
including question of who may be bound by it.
(e) That Indian public policy for this purpose
extends only to fundamental policy of Indian

- 40 -




law, the interest of India and justice or morality
and does not accept binding a non-signatory
through doctrine of alter ego on disputed
question of fact at the interim stage.
(f) That the allegation of alter ego is a disputed
question of fact which cannot be considered at
the interim stage of Section 9 petition.
(g) Relief against respondent No.6, carrying
an erga omnes effect concerning rights in rem ,
are not arbitrable.
(h) That the Power of Courts under Section 9
to pass order against non-parties who
subsequently come into possession of property,
is a principle that is confined to custodians or
transferees who hold property on behalf of or
derivatively from a party to the arbitration
agreement. The same has no application to an
independent third party asserting its own pre-
existing independently created rights over the
property which it claims in its own right.


Position of law with regard to
(i) non-signatory,
(ii) group of companies doctrine,
(iii) piercing the veil or alter ego,
(iv) applicability of foreign law and erga omnes effect.

- 41 -





11.3 The Apex Court in the case of Cox and Kings Ltd
(Supra), which is relied upon by both the parties, after
analyzing the domestic and international position of law
on the issue of making a non-signatory as a party to the
arbitration agreement, providing distinction between
' group of companies doctrine' and 'piercing the veil' or
'alter ego' and taking note of position of law at Singapore,
at paragraph Nos.199 and 206 has held as under:
199. The focus on mutual intention reflects a

fundamental difference between the Group of
Companies doctrine and “piercing the veil” or alter
ego. In veil piercing, the separate legal identities of the
parent and subsidiary companies are disregarded or
nullified on equity and fairness considerations (such as
to prevent fraud). Application of the Group of
Companies doctrine does not result in lifting the
corporate veil, and is rather based on identifying the
mutual intention of the parties.
……
206. The conclusions from the above analysis can be
succinctly put forth as follows:
206.1. Various jurisdictions use both consensual and
non-consensual legal principles to determine whether a
non-signatory is a party to an arbitration agreement.
206.2. The Group of Companies doctrine is applied
irrespective of the distinct juridical identities of each
member of the group when they share a common
economic reality by virtue of their role in the
formation, performance, and termination of the
contract. The principle is based on mutual intention of
all the parties to settle the dispute through arbitration.
206.3. The acceptance of the doctrine is highly
contested across jurisdictions. The doctrine was
developed in France and is applied there by

- 42 -




emphasising mutual consent of the signatory and non-
signatory companies
206.4. On the other hand, countries like the United
Kingdom and Singapore have expressly rejected the
doctrine and have emphasised the fundamentality of
separate legal personalities of members within the
same group.
206.5. Some jurisdictions, such as Switzerland and
USA have not accepted the Group of Companies
doctrine in those terms. However, they invoke other
legal principles to hold a non-signatory to be a party to
the arbitration agreement (such as conduct, implied
consent, contractual and agency principles).
206.6. American courts also solely rely on equity
considerations (non-consensual) to hold a non-
signatory to be party, such as when they apply
equitable estoppel and veil piercing/alter ego.

11.4 From the above enunciation of law by the Hon'ble Apex
Court, it is clear that Courts and the Tribunals, while
considering the issue, whether or not non-signatory to be
a party to the arbitration agreement, cannot take rigid
stand but has to take a balance stand, considering the
facts and circumstances of each case. It may adopt
''doctrine of group of companies'' or ''alter ego'' to pierce
the corporate veil. The balanced approach has to be
adopted without compromising on the basic principles of
arbitration law, contract law, and company law to ensure
that the resultant legal framework is consistent with
internationally accepted practices and principles.

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11.5 At paragraph No.202 of its judgment in the case of Cox
and Kings Ltd., (Supra), the Apex Court referring to the
judgment of the Singapore High Court in MANUCHAR
STEEL (Supra), has taken note of Singapore Courts

rejecting applicability of group of companies doctrine.
11.6 Perusal of judgment of Singapore High Court in the case
of MANUCHAR STEEL (Supra), indicate that w hat it has
declined to recognize, as noted by the Apex Court, is
" group of companies doctrine". It would not indicate
complete rejection of concept of " alter ego" . It does
recognize pre-action discovery under exceptional
circumstances with the high threshold requirement.
11.7 The learned counsel for the respondents relied upon the
Judgment of the Apex Court in the case of Renusagar
Power Company Ltd (Supra), to point out that the
fundamental policy of Indian law does not countenance
binding a non-signatory such as respondent No.6-
Company through doctrine of " alter ego " on disputed
question of fact at interim stage.
11.8 However, what needs to be noticed is that public policy in
India does not completely prohibit application of doctrine

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of " alter ego " at all. It only requires caution to be
exercised while applying said doctrine at the interim
stage. This policy does not appear to be incompatible
with the policy of Singapore law.
11.9 As seen in the judgment of the Apex Court in the case of
Cox and Kings (Supra), the Indian policy on the
question of " alter ego " is well recognized and can be
invoked in a given set of facts and circumstances with a
balanced approach.
11.10 In the case of Anupam Mittal (Supra), the Court of
Appeal of Singapore dealing with Section 11 of
International Arbitration Act, providing for public policy
and arbitrability at paragraph Nos.48, 53, 55 has held as
under:
48. The question that immediately springs to mind is as
to which public policy is referred to in s 11 of the IAA. It
is our view that the public policy referred to in that
section is not limited to the public policy of Singapore but
extends to foreign public policy where this arises in
connection with essential elements of an arbitration
agreement. In s 11, the term “public policy” is not
circumscribed or limited in any way and in its natural
meaning may be read as referring to the public policy of
any country; not only to that of Singapore. The lack of
restriction in s 11 may be contrasted with s 31(4)(b) of
the IAA which empowers the court to refuse to enforce a
foreign award if it is contrary to the “public policy of
Singapore”. This is in line with Arts 34(2)(b)(ii) and
36(1)(b)(ii) of the Model Law which authorise the
Singapore courts to set aside an award made under the
IAA or refuse to enforce it on the basis of “the public
policy of this State” [emphasis added]. Obviously, “this

- 45 -




State” in the context of the Model Law as the First
Schedule to the IAA means Singapore. The drafters of the
Model Law might have thought that public policy at the
pre-award stage should be the same as that at the post-
award stage, but they did not draft any article to that
effect. Thus, the drafters of the IAA were not constrained
in any way when they crafted s 11.

53. An arbitration agreement derives its authority from
the consensus of the parties. Therefore, it is in our view
unarguable that the arbitration agreement together with
the law that governs it must determine exactly what the
parties have agreed to arbitrate. The arbitration
agreement is the fount of the tribunal’s jurisdiction. The
law of the seat deals with matters of procedure but the
law of the arbitration agreement deals with matters of the
validity of the agreement and is, in that sense, anterior to
the actual conduct of the arbitration. If in an arbitration
agreement the parties agree to arbitrate a range of
questions that includes, for example, the question of
custody of a minor, and they also agree that the
arbitration agreement is governed by a law under which
custody would not be arbitrable, surely the question of
custody simply cannot be arbitrated regardless of what
the seat law or any other law provides. This is because
the agreement from which the jurisdiction of the
arbitrators is derived is governed by a law that provides
that those parties cannot arbitrate the question of
custody. Consequently, the tribunal would not have
jurisdiction to decide a custody dispute. And the
Singapore court must recognise this want of jurisdiction
and give effect to it.

55 Accordingly, it is our view that the arbitrability of a
dispute is, in the first instance, determined by the law
that governs the arbitration agreement. If it is a foreign
governing law and that law provides that the subject
matter of the dispute cannot be arbitrated, the Singapore
court will not allow the arbitration to proceed because it
would be contrary to public policy, albeit foreign public
policy, to enforce such an arbitration agreement. Further,
because of the operation of s 11, where a dispute may be
arbitrable under the law of the arbitration agreement but
Singapore law as the law of the seat considers that
dispute to be non-arbitrable, the arbitration would not be
able to proceed. In both cases, it would be contrary to
public policy to permit such an arbitration to take place.
Prof Chan refers to this as the “composite” approach .

11.11 In other words, even the Courts of Singapore indeed
recognize not only the public policy of Singapore but also
public policy of any country.

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11.12 On the question of applicability to foreign law principles
at the time of consideration of petition under Section 9 of
the Act, 1996, if the governing law of the contract is of
Singapore, it is contented that Indian law is presumed to
apply unless party contradicting the same is able to show
any inconsistency between Indian law and Singapore law.
11.13 Applicant has relied upon the judgment of Delhi High
Court in the case of Sorin Group Italia S.R.L (Supra),
to contend that similarity of laws between India and
Singapore is to be presumed. The burden is on the party
who seeks to rebut such presumption to plead and prove
the differences. Paragraph Nos.38 and 39 of the said
judgment are extracted hereunder:
"38. From a reading of the above, it is evident that similarity
of laws is a rule of presumption. It applies to general laws,
including laws of Contract. It is for a party which wants to dispel
such presumption, to lead evidence of foreign law. At initial stage
of proceedings, there is more scope of relying upon this Rule.
39. Applying to the above principles to the facts of the
present case, in absence of anything to the contrary, it has to be
presumed that laws of Italy will also prohibit a restriction on the
period of limitation by contract, as is prohibited by Section 28 of
the Indian Contract Act. In any case, this will be a question to be
determined in the trial, and cannot be a ground for dismissing the
suit at the present stage while considering an application under
Rule 11 of Order VII of the CPC".


11.14 On the question of reliefs carrying an erga omnes effect
and concerning rights in rem being non arbitrable,

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reliance is placed on by the learned counsel for the
respondents onto the judgment of the Hon'ble Apex Court
in the case of Vidya Drolia (supra), wherein at
paragraph No.48, it has been held as under:
48. A judgment in rem determines the status
of a person or thing as distinct from the
particular interest in it of a party to the litigation;
and such a judgment is conclusive evidence for
and against all persons whether parties, privies
or strangers of the matter actually decided. Such
a judgment “settles the destiny of the res itself”
and binds all persons claiming an interest in the
property inconsistent with the judgment even
though pronounced in their absence. By contrast,
a judgment in personam, “although it may
concern a res, merely determines the rights of
the litigants inter se to the res”. Distinction
between judgments in rem and judgments in
personam turns on their power as res judicata,
i.e. judgment in rem would operate as res
judicata against the world, and judgment in
personam would operate as res judicata only
against the parties in dispute. Use of expressions
“rights in rem” and “rights in personam” may not
be correct for determining non-arbitrability
because of the interplay between rights in rem
and rights in personam. Many a times, a right in
rem results in an enforceable right in personam.
Booz Allen & Hamilton Inc. refers to the
statement by Mustill and Boyd that the
subordinate rights in personam derived from
rights in rem can be ruled upon by the
arbitrators, which is apposite . Therefore, a
claim for infringement of copyright against
a particular person is arbitrable, though in
some manner the arbitrator would examine
the right to copyright, a right in rem.
Arbitration by necessary implication
excludes actions in rem.

(emphasis added by this court)

- 48 -




11.15 Thus, as seen above, arbitrability of dispute involving
infringement of copyright is not completely prohibited.
Since, the controversy in the present case amongst other,
also revolves around issue regarding infringement of
copyrights, whether this is arbitrable or not, whether this
is right in personam or right in rem is a question that
would have to be dealt with by the Arbitral Tribunal
taking into consideration of the facts and contentions to
be urged.

Analysis of the contentions of the parties:
11.16 The rival contentions between the parties is required to
be adverted to in the light of aforesaid position of law.

11.17 In the instant case, there is no dispute that respondent
No.1 entered into MSA on 13.05.2024. Respondent Nos.
2, 3 and 4 entered into separate MSAs on 20.05.2024.

11.18 Term Sheet dated 07.09.2024 was entered into between
respondent No.1 and director of applicant. Term Sheet is
extracted hereunder:

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TERM SHEET


This Term Sheet summarizes the principal terms with respect to the proposed
investment by Aroha Labs Pte Ltd (the " Investor ") in Creato, (the
" Company "). The completion of the transaction contemplated by this Term
Sheet will be subject to, among other things, completion of due diligence,
execution of binding agreements and completion of conditions. This Term
Sheet is not legally binding, except for the provisions on
Confidentiality, Exclusivity, Expenses. This Term Sheet does not constitute
an offer to purchase any securities of the Company or create any obligation on
the Investor to consummate the transaction contemplated by this Term Sheet.

SI.
No.
Key Term Particulars

1. Company Creato (Brand Name), Creato Club Pvt. Ltd. (Incorporation
in Process)

2. Founder Prem Dharmani
3. Investor Aroha Labs Pte Ltd
4. Investment Details
& Commercial
Arrangement
The Investor intends to make an investment of 300k USD
at a valuation of 5Mn USD.

5. Definitive
Agreements

Parties will enter into binding agreements within thirty (30)
days from the date of signing of this Term Sheet, unless
mutually extended in writing into definitive agreements
subject to board approval.
Founders and key management will enter into employment
agreements with appropriate non-compete, non-solicit and
IP assignment provisions.
6. Employment
Agreements

Founders will also provide customary non-compete and
non-solicit undertakings in the Definitive Agreements for a
period of up to 12 (twelve) months from the later of: (i) the
date of the Founder's termination/resignation from the
Company; or (ii) the Founder ceasing to hold shares in the
Company.
The Investor will have the right to invest in any other
business, including any business which is competing or
similar to that of the Company.

7. Non-compete and
Non-solicit


8. Representation,
warranties and
covenants
Standard representations, warranties, covenants from the
Company and Founders to the Investors.

9. Indemnification Standard indemnities from the Company and Founders to
the Investors.

11.18 Thus, the Term Sheet to an extent of provisions on
Confidentiality, Exclusivity, Expenses was agreed to be
binding between the parties.

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11.19 There is also no dispute that the respondent No.6-
Company was incorporated on 24.09.2024.
11.20 Subsequent to the incorporation of respondent No.6,
respondent No.1 as Proprietor of respondent No.5 has
entered into MSA on 30.11.2025.
11.21 The share holding pattern of respondent No.6 is as
under:

Sl.No. Promoters Name No. of Shares % of total
Shares
1. Prem Kumar
Dharmani-
(respondent
No.1)
9,999 99.99%


2. Kamala Dharmani 1 0.01%

11.22 Respondent Nos.1 and 6 have not disputed the above
share holding pattern. Though it is contended that a
formal incubation agreement with CIIE Initiatives (IIMA
Ventures) has been entered into on 01.04.2026, in which,
CIIE Initiatives acquired the stake in respondent No.6-
Company, however no details in this regard are
forthcoming.
11.23 There is no dispute of the fact that respondent No.6 has
raised invoices on the applicant as per Annexure-G series,

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some of them specifically indicate that the payments have
been made by the applicant to respondent No.6 with
specific reference to ''Astro Marketing'' and ''Astro Mark''.
11.24 It is the specific case of the respondent Nos.1 and 6 that
''ASTRO 247'', ''AASTHA'' and ''CREATO" and other
applications are the exclusive intellectual properties
developed by and belonging to respondent No.6. This
claim prima facie runs contrary to the documents
furnished by the applicant at Annexure-F series which are
dated 16.07.2024, as well as the Whatsapp chat
furnished by the respondent No.6 at page No.57 of the
statement of objections, which are much prior to
incorporation of respondent No.6. The said documents at
Annexure-F series reflects name of platform as ' Aaroha-
Labs/Astro-247-landing '.
11.25 Coding sheet indicate that " ASTRO 247" website code
has been in existence since 2 years. This has been shared
and addressed between the representatives of applicant
and the respondent Nos.1 to 5.
11.26 If the claim of the respondent No.6, that applications
such as " ASTRO 247", "AASTHA" and "CREATO" are its

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own developed applications, the question would arise how
the application, " ASTRO 247" has been referred almost a
year prior to it coming into existence in the documents
referred to above.
11.27 Respondent Nos.2 to 4 in their response to the
termination notice, have merely pleaded ignorance on the
turn of events and have iterated that they had remained
committed in their allegiance and service to the applicant.
They have also not denied the averments made by the
applicant that respondent Nos.2 to 4 were working for
and under respondent Nos.1 and 6.
11.28 Holistic reading of the factual circumstances namely;
(a) The dates of MSAs entered into between the
applicant and respondent No.1, applicant and
respondent Nos.2 to 4, applicant and respondent
No.5, being 13.05.2024, 20.05.2024 and
30.11.2025 respectively with their scope of service
in relation to incorporation of respondent No.6;
(b) Term sheet providing for investment and
entering into definitive agreement with binding
provisions for confidentiality, exclusivity and
expenses on incorporation of respondent No.6;

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(c) Admitted payment of money by applicant to
respondent Nos.1 to 5 and respondent No.6
specifically referring to " ASTRO MARKETING" and
" ASTRO MARK " as noted above;
(d) Reflection of name of the platform as ' Aaroha-
Labs/Astro-247-landing ' in the coding sheet
indicating ' ASTRO 247' website code being in
existence since 2 years prior to incorporation of
respondent No.6;
are the strong prima-facie indicators of there being a
consensus between applicant and respondent No.1 to use
the respondent No.6 upon its incorporation for the
purpose of launching the developed applications of the
applicant. Thus, there is a considerable substance in the
contentions of the applicant with regard consensus
amongst the parties to treat respondent No.6, being
bound by terms of arbitration agreement.
11.29 It may not be out of place to note Rule 18.1 of the SIAC
th st
Rules, 7 Edition, 1 January, 2025 which provides a
provision for joinder of party or non party to a arbitration.
Said provision read as under:
"18. Joinder

18.1 At the time of filing the Notice or the Response, or
at any time prior to the constitution of the Tribunal, a

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party or non-party to the arbitration may file an
application with the Registrar for the joinder of one or
more additional parties to an arbitration pending under
these Rules as a claimant or a respondent (each, an
"additional party") where:

(a) all parties, including the additional party, have
agreed to the joinder of the additional party; or

(b) the additional party is prima facie bound by the
arbitration agreement."

11.30 Perusal of the aforesaid clause indicate that at the time
of filing of notice of Arbitration as provided under Rule 6
or response to the notice as provided under Rule 7.1 or at
any time prior to constitution of the Arbitral Tribunal, a
party or non-party to the arbitration may file application
with the Registrar for joinder of one or more additional
parties to the arbitration as claimant or as a respondent
where additional party has agreed to be added as a party
or even when it is prima facie found to be bound by the
arbitration agreement. Thus, the contention of the
respondents that even SIAC Rules completely prohibits
joinder of a party who is non-signatory to arbitration
under all circumstances cannot be accepted.
11.31 The contention of respondent Nos.1 and 6 that even the
concept of "alter ego" cannot be applied as the same is

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rejected by the Singapore law is not demonstrated by
producing any acceptable material in this regard.
11.32 In the written synopsis filed on 10.07.2026, the applicant
has clarified that it has not placed reliance on the ''group
of companies doctrine'' for binding respondent No.6.
Instead, it has contended that respondent No.6 is bound
by MSAs since respondent No.6 is respondent No.1's alter
ego and the corporate veil of respondent No.6 must be
lifted and respondent Nos.1 to 6 are a single economic
entity.
11.33 Since Apex Court in the case of Cox and Kings (Supra)
has provided the distinction between group of companies
doctrine and alter ego and since the respondents have
not bought any specific material to the notice of this
Court regarding Singapore Courts not recognizing
applicability of alter ego , this Court is of the considered
view that there is no absolute bar in the Courts exercising
the power of ' piercing the veil' or ' alter ego', even at the
stage of Section 9 petition, when applicant makes out a
strong prima facie case manifestly apparent from the
records produced.

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11.34 As already noted above the sharing pattern of
respondent No.6 as per document at Annexure-E, indicate
that respondent No.1 holding 99.99% of the share while
Ms. Kamala Dharmani stated to be a close relative of
respondent No.1 holding almost insignificant 0.01% of the
shares.
11.35 Also pertinent to note the role played by respondent
No.1 post issuance of Communications/notices by the
applicant. In that, as seen from the records, it is
respondent No.1 who has taken the lead in the name of
respondent No.6 in issuing the notice, filing the police
complaint, denying the role and responsibility of
respondent No.6 arising out of MSAs. However, in the
plaint in O.S.No.4261/2026, at paragraph Nos.12 to 14,
respondent No.6 has sought to distance itself from the
respondent No.1 to make it appear, that it has its own
independent existence, when admittedly the respondent
No.1 has held 99.99% of its shares. The claim of
respondent No.6 being incubated by the CIIE Initiatives
(IIM Ventures) with its stakes therein on and after

- 57 -




01.04.2026, has remained mere statement on record
without any material thereof.
11.36 The aforesaid circumstances read with other materials
on record such as Term Sheet, payment invoices etc.,
leads to an irresistible inference of respondent No.1 being
the whole and soul and is in defacto control of the affairs
of respondent No.6. Since the respondents have not
produced any material on record to dispel drawing of this
necessary inference, this Court do not find itself detained
to draw an inference of respondent No.6 being the alter
ego of respondent No.1.
11.37 It is however clarified that invocation of principles of
alter ego herein is only limited for the purpose of
consideration of granting interim relief, since the
applicant has made out a strong prima facie case of
respondent No.6 being part and parcel of the agreements
and understandings between the parties and respondent
No.1 is the person responsible for all the affairs of
respondent No.6.
11.38 As an interim measure, this Court has found it
necessary and imperative to undertake the exercise of

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applying alter ego . However, this being only the prima
facie finding it is for the parties to prove and disprove this
contention during the trial in the arbitration proceedings
by raising all contentions on arbitrability of the issue
against respondent No.6.
11.39 The respondents have not placed on record provisions of
law or the precedents prohibiting arbitrability of the
dispute regarding infringement of copyrights.
11.40 Thus, the petition under Section 9 of the Act, 1996
against respondent No.6 is held to be maintainable for
the purpose of granting interim measure, keeping open
the option to raise contentions regarding arbitrability of
the dispute before the Arbitral Tribunal, which shall
consider the same on its merits.
11.41 On the contention of power of this Court to grant relief
under Section 9 against the respondent No.6, who is
claiming its own pre-existing independently created rights
over the applications, as already seen above, the
applicant has made out a strong prima facie case
regarding existence of its application, ''Astro 247'', much
prior to coming into existence of respondent No.6. The

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distinction sought to be made between derivative rights
and independent rights under the fact situation of the
matter are not evincing. Therefore, the said contention in
this regard is unsustainable.
12. Regarding point No.3:
Whether the applicant has made out a case for grant of interim
relief against the respondents?

12.1 Admittedly, applicant has engaged respondent No.1 for
the services enumerated under clause (1) of MSAs, which
primarily deals with market analysis, its incidental and
ancillary purposes. MSAs entered into between the
applicant and respondent Nos.2 to 5 relates to AI
research, development and launch of multiple
applications, strategic guidance and adoption of AI and
emerging technologies, AI/ML development and
implementation, technical oversight, data strategy
management etc.
12.2 Respondent No.1 has however contended that, it was only
engaged for marketing purposes and nothing to do with
development of application. Necessary to note, MSA
dated 30.11.2025 has been entered into between

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applicant and respondent No.5-XClub and KSP
Enterprises, a proprietorship firm belonging to respondent
No.1 subsequent to incorporation of respondent No.6.
Scope of services was related to development and
implementation of AI/ML/ strategic guidance on adoption
of AI, technical oversight, data strategy management
etc.. A proprietorship firm is merely a trade name having
no separate entity than that of its proprietor. Thus,
respondent No.1 is whole and soul of respondent No.5
and cannot claim that its role was only related to
marketing.
12.3 Averments and allegations made in the application
regarding respondent Nos.1 to 5 being engaged by the
applicant for development of application has not been
specifically denied by respondent Nos.2 to 5.
12.4 Since respondent Nos.2 to 4 were working and reporting
to respondent No.1 and respondent No.1 being the
proprietor of respondent No.5, a prima facie presumption
needs to be drawn on respondent Nos.1 to 5 rendering
services with regard to development of applications as
well as its marketing.

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12.5 As regards, source code of the applications including
"ASTRO 247" being carried on by the applicant's platform
since the month of July 2024, the applicant has relied
upon a document at Annexure-N which reflect the
following;
play.google.com/store/apps/details?id=com.aroha.astrochat&hl=en_IN."
"
12.6 As pointed out by learned Senior counsel for the
applicant, the same corresponds namely, the document
produced by respondent No.6, which is a Whatsapp chat
between Mr.Karan Sirdesai representing the applicant
and Mr. Prem Dharmani-respondent No.1. The said
WhatsApp chat produced by the respondent No.6 is dated
19.09.2024. A specific reference is made in the said
Whatsapp chat with reference to application "ASTRO
247".
12.7 The invoices produced at Annexure-H series indicate
payment of amounts by the applicant to respondent No.6
in respect of "Astro Marketing" and "Astro Mark"
indicating payments being made by the applicant to
respondent No.6 specifically in respect of application
relating to "Astro Mark".

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12.8 Documents at Annexure-F including coding sheet
repeatedly referred to the application "ASTRO 247"
having source code reference to `Aroha Labs', the
applicant.
12.9 These documents have come into existence much prior to
incorporation of respondent No.6 which is dated
24.09.2024. These documents establish a strong prima
facie case of application "ASTRO 247" being in existence,
relatable to the source code of the applicant much prior to
incorporation of respondent No.6, which would also
indicate that the respondent Nos.2 to 5 were indeed
working on the development of the said application before
even respondent No.6 came into existence.
12.10 Term Sheet as already noted above was in furtherance to
the marketing strategy suggested by respondent No.1 to
launch application "ASTRO 247" through and under the
name of respondent No.6.
12.11 In the circumstances, the contention of the respondents
that respondent No.1 was engaged only for the purpose
of marketing and the other respondents worked only on
Klok AI and that the "ASTRO 247" was independently

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developed by respondent No.6 and all Klok AI source
code is already in the applicant's possession does not
evince credibility at this stage.
12.12 Facts and circumstances narrated above, more
particularly, the disclosure of respondent No.6
purportedly entering into an arrangement with CIIE
initiatives with regard to shareholding stake in respondent
No.6, without disclosing the details thereof, strengthens
the apprehension of the applicant of the hectic attempts
being made by the respondent No.6 to alienate the assets
of the applicant to third party.
12.13. Dispute apparently arose on and after 12.06.2026. The
applicant has approached this Court on 19.06.2026.
There is no delay or complacency on the part of the
applicant in approaching the Court.
12.14 Entrenched principles governing grant of interim relief
namely prima-facie, balance of convenience and
comparative hardship take precedent even at the stage of
consideration of Section 9 petition.

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12.15 Thus, the applicant has made out prima facie case for
grant of interim relief to the extent of prayer No.(a).
12.16 As regards prayer No.(b) is concerned, applicant has
sought for relief in the nature of mandatory injunction.
As rightly contended by learned counsel for respondents
relief of this nature cannot be granted in the interlocutory
stage. The entitlement of the applicant seeking handing
over and delivery of the items referred to in this prayer
column requires further proof by leading cogent evidence
which is of higher degree of acceptance than strong prima
facie case. Mandatory injunction would amount to
directing the respondents to hand over the items claimed
by the applicant. Whereas, the interim injunctive relief is
a temporary restraint on continuing to exercise exclusive
and absolute right until determination of the claims of the
parties. In other words, it is in the nature of preservatory
relief avoiding further creation of rights or diminishing of
rights.
12.17 Therefore, this Court is of the view that applicant has
made out prima facie case to the extent of grant of relief
at prayer (a) only.

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13. Points raised above are answered accordingly.
14. It is made clear that the conclusion arrived at on point
No.2 regarding maintainability of the petition against
respondent No.6, who is a non-signatory is tentative and
is only for the limited purpose of considering grant of
interim measure.
15. For the aforesaid reasons and analysis, following:
ORDER
(i) Arbitration petition seeking interim measure
under Section 9 of the Arbitration and Conciliation
Act, 1996 is partly allowed .
(ii) Respondents 1 to 6, their agents, servants,
employees, representatives or any person claiming
through or under them are hereby restrained by
way of an interim injunction from using, copying,
modifying, exploiting, operating, publishing,
commercializing, licensing, transferring, assigning,
disclosing or claiming any right, title or interest or
otherwise dealing with or creating any third party
rights in the applications and materials relating to
the applications described in the Schedule to the
arbitration petition.
(iii) This interim measure shall be in force for a
period as contemplated under sub-rule (4) of Rule

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9 of Arbitration(Proceedings before the Courts)
Rules, 2001.
(iv) It is open for the respondent No.6 to raise all
such contentions on the issue of arbitrability of the
dispute which shall be considered by the Arbitral
Tribunal on merits.
In view of the disposal of the main petition,
pending interlocutory applications do not survive
for consideration and same stands disposed of.




Sd/-
(M.G.S. KAMAL)
JUDGE



Assistance rendered by Ms.Rao Shivani Dinesh and
Ms.Sania Niyaz Research Assistants, is appreciated and placed
on record.



SBN/RU/RL