rajshree IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION IN ITS COMMERCIAL DIVISION COMMERCIAL ARBITRATION PETITION(L) NO.36426 OF 2025 Goldmines Telefilms Pvt. Ltd. ....Petitioner V/S Passion Film Factory & Anr. ....Respondents Mr.Aurup Dasgupta a/w Shika Hemnani i/b Jhangiani, Narula &

Associates for the Petitioner.

CORAM : BHARATI DANGRE, J.

DATE : 21^st NOVEMBER, 2025.

P.C.

1. The Arbitration Petition filed under Section 9 under the Arbitration and Conciliation Act, 1996 by the Petitioner, an entertainment company engaged in the business of acquisition, distribution, licensing and exploitation of copyrights in Cinematograph Films and other audiovisual contents on various mediums, platforms, seek interim measures against Respondent No.1 being a Production House engaged in the business of production and distribution of feature films.

A Film Co-production Agreement was entered between them on 14/09/2023, in the background that they are engaged in the business of media and entertainment, and were desirous of jointly producing a film, a sci-fi, generate Tamil language Cinematograph Film titled ‘Alien’, starring Tapsee Pannu and others, to be directed by Bharat Neelkanthan.

2. The subject Agreement specifically define the term derivative work as well as exploitation engagement(s) alongwith term ‘exploitation rights’.

‘Exploitation Engagement’ clearly refer to the sale, pre-sale, exploitation, distribution, licensing or dilution of any rights whatsoever or arising from any film in any manner whatsoever and the rights being conferred on the Petitioner.

‘Exploitation Rights’ included the right to market, distribute, sub distribute and otherwise exploit the film and all the elements thereof throughout territory in and all languages and or through any and all modes, medium, platforms, including without limitation the mode, medium and platform for commercial use and such mode, medium and platform that should be developed in future based on technologies underline the same.

3. The principle understanding between the Parties clearly emerged through the Agreement, as it was stated that they were joining hands and acting in co-operation with each other for producing the film, while each party was working independently on its individual core areas of expertise.

Since Respondent No.1 represented to the Petitioner that it had contractually signed a female lead actor and contractually signed Director for the film, the Petitioner confirmed to have received the copy of their Agreement and an understanding was reached that the Petitioner will acquire the first copy of the film from Respondent No.1 for Rs.21,90,00,000/- only.

The other stipulations provided that the Intellectual Property Rights (IPR) including the Derivative Rights in the film shall be jointly owned for the term and territory by the parties in the ratio proportion of 50 : 50 and the Petitioner shall solely exercise and exploit the exploitation rights of the film throughout the territory and for the term.

The Petitioner and Respondent No.1 agreed to execute the Agreements of the deal terms/documents for all the exploitation rights and the Petitioner was entitled to solely collect any and all revenue arising from exploitation rights on the film in perpetuity to be deposited in the Revenue Account to be opened by it and permitted to be operated jointly.

4. However, on execution of the aforesaid, the Deed of Cancellation was executed on 11/06/2025 in presence of one S.

Sudhan (Respondent No.2), as a confirming party.

The Deed of Cancellation with reference to the Film Production Agreement dated 14/09/2023, under which the Petitioner had paid an amount of Rs.21,20,00,000/- to Respondent No.1 as its contribution to the film budget as per the terms and conditions stipulated in the Agreement and Respondent No.1 having confirmed and acknowledged the receipt of the said amount, recorded that it was mutually decided between the Petitioner and Respondent No.1, to terminate the