* IN THE HIGH COURT OF DELHI AT NEW DELHI

% Judgment Reserved on: 28.11.2025

Judgment delivered on: 12.12.2025

Judgment uploaded on: As per Digital Signature~

+ FAO(OS) (COMM) 230/2019 & CM APPL. 41959/2019

RAMAKRISHNA TELETRONICS PVT LTD .....Appellant

versus

TOP VICTORY INVESTMENTS LTD .....Respondent

Advocates who appeared in this case

For the Appellant : Mr. B.S. Arora, Adv.

For the Respondent : Mr. Neeraj Grover, Ms. Kavita Sarin and

Mr. Prem Prakash Kanwer, Advs.

CORAM:

HON'BLE MR. JUSTICE V. KAMESWAR RAO

HON'BLE MR. JUSTICE VINOD KUMAR

JUDGMENT

V. KAMESWAR RAO, J.

1. This appeal under Section 37 of the Arbitration and Conciliation Act, 1996 (the Act) read with Section 13(1) of the Commercial Courts Act, 2015 lays a challenge to an order dated 09.08.2019 passed by a learned Single Judge of this Court in OMP COMM 287/2017 dismissing the petition under

Section 34 of the Act filed by the appellant herein. The petition before the Learned Single Judge challenged the arbitral award dated 16.06.2017 passed by the Sole Arbitrator, adjudicating the disputes that have arisen between the parties in relation to three separate distribution agreements dated 05.09.2012 executed between the appellant and the respondent, whereby the appellant who was appointed as authorized non exclusive distributor for the distribution and sales promotion of AOC branded TVs/products in Andhra Pradesh, Karnataka and Tamil Nadu by the respondent.

2. It is the case of the appellant that on account of adverse market response and on the request of the respondent, it issued a communication to all retailers/vendors informing that unsold stocks be returned on outstanding payments made directly to the respondent vide letter 30.04.2013.

3. It was the case of the appellant that on 06.05.2013, the respondent proposed and issued a settlement letter in view of the agreement arrived at between the parties. However, the said letter did not adequately protect the rights of appellant and therefore was edited by the respondent by hand. The following was alleged to have been added by the respondent:

“3. Total debtors amounts of distributors/ dealers, if they do not pay or return the stocks. Ramakrishna Teletronics is not responsible for debtors amount. Ramakrishna Teletronics outstanding amount top Victory should not claim further outstanding amount should be nullified.

4. For all sales return VAT loss. Top Victory Investments Ltd.

has to bare the loss.”

4. According of the appellant, on account of the alterations being made by hand and on request of the appellant, the respondent issued a fresh letter of settlement under the signature of Ms. Seema Bhatnagar, Director- TV of the respondent. Thereafter, the appellant returned all stocks and the respondent company agreed to clear outstanding amount with regard to VAT loss/charges amounting to approx Rs.2,51,86,256/-.

5. On 27.03.2015, the appellant issued a legal notice terminating distribution agreements and invoking arbitration. This Court appointed a retired Judge as an Arbitrator. On 20.01.2016, the appellant filed its statement of claims and the respondent filed counter claims. The procedure of arbitration and arbitral fee was also decided. The respondent filed its statement of defense. On 16.06.2017, an award was passed by the Sole Arbitrator dismissing the claims of the appellant and awarding the counter claims of the respondent.

6. The only case set up by the appellant in defense to the counter claims raised by the respondent is that, a full and final settlement of all claims of the respondent had been reached between the parties by executing letter dated 06.05.2013 by the respondent. It was pleaded by the appellant that the said letter was modified by making certain additions in hand and thereafter, the respondent had issued another letter dated 17.05.2013 clearly recording the terms of the settlement.

7. The Arbitrator, based on the findings that the hand written modifications to the letter dated 06.05.2013, the letter dated 17.05.2013 had