Angellic Info Tech Pvt Ltd Representedits Authority Signatory Vikalp Maheshwari vs Zanmai Labs Pvt Ltd

CNR No : HCBM020385672025

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AGK
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMMERCIAL DIVISION
COMM ARBITRATION APPLICATION (L) NO.38566 OF 2025
Angellic Info Tech Private Limited
… Applicant
Vs.
ATUL
GANESH
KULKARNI
Zanmai Labs Private Limited
… Respondent
Digitally signed by
ATUL GANESH
KULKARNI
Date: 2026.10.19
13:34:37 +0530
Mr. Amey Abhay Sirsikar with Ms. Shivani Dugam
i/by Mr. Raju Gupta for the Applicant.
Ms. Vishakha Shelar with Mr. Rompal Kohli i/by C
K Legal for the Respondent.
CORAM : AMIT BORKAR, J.
RESERVED ON : OCTOBER 16, 2026
PRONOUNCED ON : OCTOBER 19, 2026
JUDGMENT:
1. The present Application is filed under Section 11(6) of the
Arbitration and Conciliation Act, 1996, for appointment of a sole
arbitrator to decide the disputes between the Applicant and the
Respondent. The Applicant is asking that Mumbai should be the
seat of arbitration. The Respondent is opposing the Application.
According to the Respondent, the User Agreement dated 1 August
2023 provides for arbitration under the rules of the Singapore
International Arbitration Centre and Singapore is the seat of
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arbitration. Therefore, the Respondent says that this Court cannot
appoint an arbitrator under Section 11 of the Act when the parties
have agreed to have arbitration with its seat outside India.
2. The Applicant says that it is doing business of providing
Virtual Digital Asset services through its platform called Suncrypto.
The Respondent is operating the WazirX platform. The Applicant
entered into the Broker Terms with the Respondent for making
transactions in crypto assets, keeping those assets in its broker
account and transferring them into or out of its digital wallet.
According to the Applicant, the dispute started on 18 July 2024
when it was not able to withdraw Virtual Digital Assets worth USD
261,967.86729 from its designated wallet on the WazirX platform.
The Applicant says that it tried to resolve the issue by
correspondence and meetings with the Respondent. However, the
said assets are still not available for withdrawal. The Applicant
relies upon the Broker Terms, particularly Clause 10, which says
that the parties should first try to settle their disputes amicably. If
the dispute is not settled within 30 days, it has to be referred to a
sole arbitrator to be jointly appointed by the parties.
3. The Applicant relies upon the following express provision
contained in the Broker Terms at page 20 of the main Application:
“These Broker Terms (“Broker Terms”) are an integral part of
the Agreement, and all terms therein are incorporated herein
by reference. In case of any conflict between the Agreement
and the Broker Terms, these Broker Terms shall prevail.”
4. According to the Applicant, this provision says that whenever
there is a conflict between the Broker Terms and the User
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Agreement, the Broker Terms will have priority. Therefore, the
Applicant submits that the arbitration and jurisdiction provisions
contained in the Broker Terms should apply to the dispute relating
to its broker account.
5. The Respondent says that the Broker Terms are only
additional terms which are meant to provide some facilities to
brokers using the WazirX platform. According to the Respondent,
the main User Agreement governs the relationship between the
parties and the assets kept in the Applicant's wallet. The
Respondent says that the Applicant cannot rely upon the
arbitration clause in the Broker Terms and at the same time ignore
the User Agreement, which contains a separate provision for
arbitration at Singapore. The Respondent relies upon Clause
14.1(b) of the User Agreement dated 1 August 2023. According to
the Respondent, the parties had agreed to resolve their disputes
through arbitration under the rules of the Singapore International
Arbitration Centre, with Singapore as the seat of arbitration. On
this basis, the Respondent submits that this Court cannot entertain
the present Application under Section 11 of the Act.
6. The Respondent has argued that the Applicant's claims relate
to digital assets which form part of the restructuring proceedings
before the Singapore High Court. The Respondent refers to a
scheme which, according to its reply, was dealt with on 13 October
2025. According to the Respondent, this scheme governs the rights
and claims relating to those assets. On this ground, the
Respondent objects to the Application.
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REASONS AND FINDINGS:
7. The first question which arises is whether the Broker Terms
can be considered for deciding the present request for appointment
of an arbitrator. In my view, only because the Broker Terms form
part of the User Agreement, it does not mean that the provisions of
the Broker Terms have no separate meaning or effect. The parties
have provided how the two documents will operate when there is
a conflict between them. This arrangement agreed by the parties
has to be given proper effect. The opening part of the Broker
Terms says that they are an integral part of the Agreement and
that the terms of the Agreement are included in them. But the
same provision says that if there is any conflict, the Broker Terms
will prevail. Both parts have to be read together. The first part
brings the User Agreement into the contract between the parties.
The second part gives priority to the Broker Terms where both
documents cannot operate together on a particular issue.
8. The Respondent is right to the extent that the Broker Terms
cannot be read as if the User Agreement does not exist. But the
argument that the User Agreement must prevail only because it is
the main agreement cannot be accepted. If this interpretation is
accepted, the express provision giving priority to the Broker Terms
will become meaningless. If the parties wanted the User
Agreement to prevail in every situation, there was no need to
provide that the Broker Terms would prevail in case of conflict. It
needs to be seen that the Broker Terms are meant for brokers who
make transactions through the WazirX platform on behalf of their
clients. Clause 1.1 allows a broker to make trades, hold crypto
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assets obtained through those trades and transfer such assets into
or out of a digital wallet. Clause 1.7 says that crypto assets arising
from the trades have to be credited to the concerned broker
accounts. These provisions are important because the present
dispute is about the Applicant not being able to withdraw assets
from its designated broker wallet. Therefore, the dispute is directly
connected with the activities covered by the Broker Terms. At this
stage, the Applicant is not asking this Court to decide who is
responsible for the assets not being available for withdrawal. The
immediate question is whether the dispute about the operation of
the broker account is covered by the arbitration agreement in the
Broker Terms. On reading Clauses 1.1, 1.7 and 10, I find that the
Applicant has shown, at least prima facie, that the dispute is
covered by the said arbitration agreement.
9. Clause 10 of the Broker Terms reads as follows:
“10. Dispute Resolution: Any disputes whatsoever arising out
this Agreement shall be amicably and mutually resolved
between the parties within 30 days, failing which any such
disputes shall be referred to arbitration by a sole Arbitrator
jointly appointed by the Parties in accordance with the
provisions of the Indian Arbitration and Conciliation Act,
1996. This Agreement shall be governed by the laws of India
and the courts of Mumbai shall have exclusive jurisdiction
over the matters arising hereto.”
10. The words used in this clause are wide enough to cover
disputes arising from the Broker Terms. It says that the parties
must first try to settle their disputes amicably within 30 days. If
they cannot settle the dispute, it has to be referred to a sole
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arbitrator jointly appointed by them. The clause refers to the
Indian Arbitration and Conciliation Act, 1996, the laws of India
and the exclusive jurisdiction of the courts at Mumbai. The User
Agreement provides for arbitration under the rules of the
Singapore International Arbitration Centre, with Singapore as the
seat of arbitration. Both provisions do not provide for the same
arrangement. One provides for arbitration seated outside India
under institutional arbitration rules. The other provides for
arbitration under the Indian Arbitration and Conciliation Act,
1996, and gives exclusive jurisdiction to the courts at Mumbai.
Therefore, it has to be seen how these two provisions should be
read together and which provision the parties intended to apply
when there is a conflict.
11. The answer to this question is found in the priority clause
discussed above. The clause says that the Broker Terms shall
prevail in case of conflict between the Agreement and the Broker
Terms. The arbitration clause is a term of the contract. If the
provision about the seat of arbitration and the courts having
jurisdiction under the User Agreement is not consistent with
Clause 10 of the Broker Terms, the express priority clause has to be
applied for resolving this conflict. I am unable to accept that the
User Agreement gets priority only because it is dated 1 August
2023, whereas the Broker Terms came into effect on 1 July 2022.
The dates of the documents are relevant, but the later date cannot
remove an express provision which says which terms will prevail in
case of conflict. The Respondent relies upon the arbitration clause
in the later User Agreement. However, from the material placed
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before me, no provision has been shown which removes the
priority clause in the Broker Terms or says that the Broker Terms
will no longer prevail when there is a conflict.
12. The Respondent's argument that the Broker Terms are only
additional or ancillary terms does not change this position. Even
an ancillary agreement can contain binding terms for governing a
particular part of the relationship between the parties. In the
present case, the Broker Terms deal with broker accounts, trades,
holding and transfer of crypto assets and the obligations relating to
these activities. The parties have provided a separate arbitration
clause in those terms. Merely calling the Broker Terms ancillary
does not decide which arbitration clause applies to the present
dispute.
13. A relevant decision is Zanmai Labs Private Limited v.
Bitcipher Labs LLP , 2025:BHC-OS:18329, decided on 7 October
2025. In that matter, this Court considered the contrarrangement
between Zanmai Labs and a broker using the WazirX platform.
While examining the User Agreement and the Broker Agreement,
the Court recorded in paragraph 23 as follows:
“However, the Learned Arbitral Tribunal has noticed that the
Broker Agreement contracted additional terms, and
stipulated that in the event of a conflict between the two
instruments the Broker Agreement would prevail. This is the
manner in which the parties enabled both the User
Agreement and the Broker Agreement to co-exist and
operate.”
14. In paragraph 24, the Court recorded that the Broker
Agreement became an integral part of the User Agreement and
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that Zanmai was the counterparty to brokers such as Bitcipher.
Therefore, the judgment recognises that the User Agreement and
the Broker Agreement can operate together, but where their
provisions conflict, the priority clause has to be given effect.
15. The said judgment arose from proceedings under Section 37
of the Act, where the orders granting interim measures by the
arbitral tribunal were challenged. It did not decide the exact
question regarding the seat of arbitration which arises in the
present Application. In paragraph 19, the Court stated that its
observations and findings were prima facie in nature. Therefore, I
do not treat that judgment as deciding the issue which is before
me. However, the Court's examination of the same contra
arrangement involving the Respondent is relevant. It supports the
view that the Broker Terms and the User Agreement have to be
read together, while giving effect to the agreed priority of the
Broker Terms in case of conflict. In my view, the interpretation
suggested by the Respondent would not give proper effect to the
contra arrangement between the parties. Both documents can
operate together wherever there is no conflict. But where the User
Agreement provides for a foreign seat and the Broker Terms
provide for arbitration under the Indian Act with exclusive
jurisdiction of the courts at Mumbai, the express provision giving
priority to the Broker Terms cannot be ignored. In the present case,
the dispute relating to the Applicant's broker account falls within
the subject matter dealt with by the Broker Terms.
16. The principles stated by the Supreme Court in Shubham
Equipment Private Limited and Another v. Rothwell Water
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Company Limited and Others , 2026 SCC OnLine SC 2089, decided
on 8 October 2026, are relevant. In paragraph 19, the Supreme
Court observed:
“Section 11(6-A) of the 1996 Act prescribes the principle of
minimal judicial intervention by restricting the scope of
inquiry to prima facie existence of the arbitration agreement.
Once the prima facie existence of an arbitration agreement is
adduced before the Referral Court, it ought to appoint an
arbitrator and refer the parties to arbitration.”
17. In that case, the parties had entered into a Licence
Agreement, a Joint Venture Agreement and a Memorandum of
Understanding. The Respondents argued that the later agreements
were connected with the main Licence Agreement and that the
arbitration clause in the main agreement should prevail. The
Supreme Court examined the terms of all three agreements and
found that they dealt with different matters. In paragraph 21, it
held that disputes arising only under the Joint Venture Agreement
and the Memorandum of Understanding were governed by the
dispute resolution clauses contained in those agreements. The
Court held that an argument about overlap with claims under the
main agreement could not be a reason to refuse reference to
arbitration at the initial stage.
18. The facts of that case are not the same as the present case.
Here, the Broker Terms say that they are an integral part of the
User Agreement. They do not replace the User Agreement. At the
same time, they contain a specific provision giving them priority in
case of conflict. Still, the principle stated by the Supreme Court is
useful. The Court has to look at the particular dispute, the subject
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matter dealt with by the relevant agreements and the express
terms governing their relationship. Merely because one agreement
is described as the main agreement, a specific arbitration clause
contained in another agreement cannot be ignored. The
Applicant's claim relates to assets held in its broker account and its
inability to transfer or withdraw those assets. This matter is
directly connected with the services and transactions covered by
the Broker Terms. The fact that the User Agreement governs the
relationship between the parties does not mean that the arbitration
agreement in the Broker Terms stops operating. At least, the
Applicant has shown the prima facie existence of an arbitration
agreement which applies to the dispute. The full extent of the
disputes covered by that agreement can be examined by the
arbitral tribunal, subject to the findings made in this judgment
about contra-priority and the seat of arbitration.
19. It is now necessary to consider whether Mumbai can be
treated as the seat of arbitration. Clause 10 of the Broker Terms
does not use the word “seat”. However, it provides that arbitration
shall be conducted under the Indian Arbitration and Conciliation
Act, 1996, that the agreement shall be governed by Indian law and
that the courts at Mumbai shall have exclusive jurisdiction over
matters arising under it. These provisions have to be read together
and not separately.
20. The Supreme Court has considered the effect of an exclusive
jurisdiction clause where the arbitration agreement does not
mention the seat or venue of arbitration. In M/s. Activitas
Management Advisor Private Limited v. Mind Plus Healthcare
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Private Limited , 2025 LiveLaw (SC) 795, the Supreme Court held
that where no separate seat or venue had been mentioned, an
agreement giving exclusive jurisdiction to the courts at Mumbai,
when read along with the arbitration clause, indicated that
Mumbai was the seat of arbitration.
21. The same principle applies to the clause in the present case.
The provision giving exclusive jurisdiction to the courts at Mumbai
forms part of the same dispute resolution arrangement which
provides for arbitration under Indian law. The Broker Terms do not
mention any other seat or venue. The clause has to be read in a
way which gives effect to all its parts. In these circumstances, I find
that the parties intended Mumbai to be the juridical seat of
arbitration under Clause 10.
22. The Respondent's reliance upon the Singapore seat
mentioned in the User Agreement does not change this conclusion.
When both documents are read together, the Singapore seat clause
conflicts with the arrangement contained in Clause 10 of the
Broker Terms. The parties have agreed that the Broker Terms will
prevail in case of conflict. Therefore, for the dispute arising from
the Applicant's broker account, the arrangement contained in
Clause 10 has to be given effect. Therefore, the present case is not
one where an Indian court is being asked to appoint an arbitrator
by ignoring an unqualified agreement for arbitration seated
outside India. The Applicant relies upon the arbitration agreement
in the Broker Terms, which refers to the Indian Arbitration and
Conciliation Act, 1996, and gives exclusive jurisdiction to the
courts at Mumbai. Having found that this clause applies to the
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dispute and prevails over the conflicting provision in the User
Agreement, I hold that this Court can entertain the Application
under Section 11(6) of the Act.
23. The Respondent has objected on the ground that the
Applicant's claims relate to digital assets forming part of
restructuring proceedings before the Singapore High Court.
According to the Respondent, the scheme mentioned in its reply
governs the rights and entitlements relating to those assets. This
objection has to be considered, but its effect cannot be decided
beyond what is supported by the material placed before the Court.
The relevant page of the reply refers to the proceedings before the
Singapore High Court and the scheme. However, the material
reproduced on that page does not contain the complete terms of
the scheme. It does not show, by referring to any operative order,
that the Applicant's claim under the Broker Terms has come to an
end or that the arbitration agreement can no longer be acted upon.
Merely referring to restructuring proceedings is not enough to
conclude that the arbitration agreement between the parties has
stopped operating.
24. This Court, in Zanmai Labs Private Limited , considered the
Respondent's reliance upon a scheme of arrangement proposed in
Singapore. In paragraph 40, the Court recorded that the argument
that no intervention should be made until the Singapore scheme
had completed its course had been rejected by the arbitral
tribunal. The Court noted the need to preserve the subject matter
of the arbitration while leaving the main issues open for decision.
Those observations were made in the context of interim measures
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and were only prima facie in nature. However, they show that the
existence of proceedings in Singapore cannot,, be treated as a
reason to prevent the decision of a dispute arising under the
parties' Indian contra-arrangement.
25. I, therefore, find that the Respondent has not established,
from the material placed before me, that the scheme relied upon
by it prevents the Applicant's dispute from being referred to
arbitration. The exact effect of the scheme, if any, upon the
Applicant's rights, the amount which may be recovered and the
manner in which the claim is to be dealt with must be considered
according to law and on the basis of the material properly placed
before the arbitral tribunal. It is not necessary to decide these
questions while dealing with the present Application under Section
11.
26. Section 11(6-A) of the Act requires this Court to make a
limited examination and not to conduct a detailed trial of the
parties' claims at the stage of appointment of an arbitrator. As held
by the Supreme Court in Shubham Equipment Private Limited and
Another , the inquiry at the referral stage is limited to the prima
facie existence of the arbitration agreement. In the present case,
the Broker Terms and the arbitration clause contained in them are
established. The dispute falls within the scope of that clause. The
parties have failed to agree upon appointment of a sole arbitrator
despite the Applicant's request.
27. For these reasons, I find that the Applicant has made out a
case for appointment of a sole arbitrator under Section 11(6) of
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the Arbitration and Conciliation Act, 1996. The seat of arbitration
shall be Mumbai, in accordance with the interpretation of Clause
10 of the Broker Terms made above.
A) Mr. Dormaan Dalal, an Advocate of this Court is hereby
appointed as the Sole Arbitrator to adjudicate upon the
disputes and differences between the parties arising out of
and in connection with the Agreement referred to above;
Office Address:- Office No. 206 & 207, Blue Moon Chambers,
25, nagindas Master Road, Fort, Mumbai 400 023
Email ID: [email protected]
B) A copy of this Order will be communicated to the
Learned Sole Arbitrator by the Advocates for the Petitioner
within a period of one week from today. The Petition shall
provide the contact and communication particulars of the
parties to the Arbitral Tribunal along with a copy of this
Order;
C) The Learned Sole Arbitrator is requested to forward the
statutory Statement of Disclosure under Section 11(8) read
with Section 12(1) of the Act to the parties within a period
of two weeks from receipt of a copy of this Order;
D) The parties shall appear before the Learned Sole
Arbitrator on such date and at such place as indicated, to
obtain appropriate directions with regard to conduct of the
arbitration including fixing a schedule for pleadings,
examination of witnesses, if any, schedule of hearings etc. At
such meeting, the parties shall provide a valid and functional
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email address along with mobile and landline numbers of the
respective Advocates of the parties to the Arbitral Tribunal.
Communications to such email addresses shall constitute
valid service of correspondence in connection with the
arbitration;
E) All arbitral costs and fees of the Arbitral Tribunal shall
be borne by the parties equally in the first instance, and shall
be subject to any final Award that may be passed by the
Tribunal in relation to costs.
28. All questions relating to the substantive rights of the parties,
responsibility for the assets not being available, the effect of any
applicable scheme and the relief which either party may be
entitled to are left open for decision by the arbitral tribunal in
accordance with law.
29. Needless to say, nothing contained in this order is an
expression of an opinion on merits of the matter or the relative
strength of the parties.
30. All actions required to be taken pursuant to this order shall
be taken upon receipt of a downloaded copy as available on this
Court’s website.
31. The Application stands disposed off in above terms.
(AMIT BORKAR, J.)
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