Karnataka HC Allows Probe Into Alleged Concealment Of MyFitness Trademark Restrictions In ₹142-Crore Deal, Despite Arbitration

Tanvi Healthcare and Paradise Nutrition entered into a co-existence agreement in 2019 permitting use of the “Myfitness” mark for specified Class 29 products, principally peanut butter.

In 2022, Mensa invested approximately ₹142 crore in Tanvi Fitness Private Limited (TFPL), acquiring a controlling shareholding. Mensa alleged that the petitioners, TFPL’s promoters, had represented that the mark could be used broadly and concealed the agreement’s restrictions.

After disputes arose, the petitioners issued a termination notice alleging breaches by Mensa; arbitration and proceedings before the NCLT followed. Mensa then lodged a complaint, and Koramangala Police registered Crime No. 157 of 2026 under Sections 316(2), 318(4), read with Sections 3(5) and 61(2)(b) of the Bharatiya Nyaya Sanhita, 2023. The petitioners sought to quash the FIR under Section 528 of the Bharatiya Nagarik Suraksha Sanhita, 2023.

Section 528 of the BNSS preserves the High Court’s inherent power to prevent abuse of process and secure the ends of justice.

Sections 316(2) and 318(4), read with Sections 3(5) and 61(2)(b) of the BNS, were the provisions invoked in the FIR; the Court did not finally determine whether their elements were established.

Relying on Neeharika Infrastructure (P) Ltd. v. State of Maharashtra, (2021) 19 SCC 401, the Court noted that an FIR is not an encyclopaedia and that courts should ordinarily not assess the merits of allegations while investigation is ongoing.

It also relied on Somjeet Mallick v. State of Jharkhand, (2024) 10 SCC 527, for the principles that allegations must be taken at face value at the threshold, mens rea may be inferred from conduct and surrounding circumstances, and investigation should not be thwarted where the allegations prima facie disclose a cognizable offence.

The complaint alleged that the petitioners concealed the 2019 co-existence agreement and induced Mensa to invest on the understanding that “Myfitness” could be used across nutrition-product categories. Although the dispute also formed part of contractual, arbitral and company-law proceedings, the Court held that those proceedings did not, by themselves, bar investigation into an independent allegation of deception and suppression.

Since the FIR had been registered only on 7 May 2026 and no meaningful investigation had occurred by the time the petition was heard, the Court considered it premature to decide the truth or legal sufficiency of the allegations. Applying the cited authorities, it concluded that investigation should proceed, leaving the parties’ contentions open.

It made no final determination on the merits and left the petitioners at liberty to approach the appropriate forum, including the High Court if a final report were filed against them. The interim order was dissolved, and pending applications were disposed of.