112+213 IN THE HIGH COURT OF PUNJAB & HARYANA AT CHANDIGARH ***

ARB-416-2025 (O&M)

Date of Decision: 14.11.2025 Sirion Labs Private Limited .... Petitioner Versus Vedanta Limited (Cairn Oil & Gas Division)

….. Respondent CORAM: HON'BLE MR. JUSTICE JASGURPREET SINGH PURI Present: Mr. Prabal Mehrotra, Advocate and Mr. Vinay Kumar Pandey, Advocate for the petitioner.

Mr. Karan Mehra, Advocate and Mr. Jagdeep Singh, Advocate, for the respondent.

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JASGURPREET SINGH PURI , J . (ORAL)

CM-21884-CII-2025 For the reasons mentioned in the application, the same is allowed and the documents vide Annexures P-12 to P-21 are taken on record, subject to all just exceptions.

Main Case

1. The present petition has been filed under Section 11 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as ‘the Act’) praying for appointment of an Arbitrator on behalf of the respondent to adjudicate upon the disputes between the parties as the respondent has forfeited its right to nominate an Arbitrator.

2. Learned counsel for the petitioner submitted that an Agreement was executed between the petitioner and the respondent vide Annexure P-1 for providing software as a service by the petitioner to the respondent which was in the nature of ‘Master Software and Support Agreement’. This agreement was signed by both the parties, regarding which, there is no dispute. He further submitted that in the aforesaid Agreement, there is a valid Arbitration Clause at Para XVI(c), which provides that in case any dispute arises out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in India in accordance with the arbitration rules of the Act. Thereafter, it was also provided that an Arbitral Tribunal shall be constituted consisting of three Arbitrators, out of which, one will be nominated by each party and thereafter, the presiding Arbitrator will be selected by the nominated Arbitrators.

3. Learned counsel further submitted that after sometime when the Contract commenced, a dispute arose between the parties and because of that dispute, the petitioner invoked the aforesaid Arbitration Clause by way of a notice dated 16.04.2025 (Annexure P-10) whereby the petitioner nominated one Arbitrator on its behalf in pursuance of the aforesaid Arbitration Clause. However, a reply to the said notice was received by the petitioner from the respondent vide Annexure P-11 whereby the respondent disputed the appointment of the Arbitral Tribunal in view of the fact that the aforesaid Arbitration Clause was replaced and substituted by a subsequent Agreement whereby it was so provided that any difference of opinion between the Vendor and the Company in respect of matters arising out of this Contract shall be resolved through good faith negotiation. Learned counsel submitted that the aforesaid stand taken in the reply filed by the respondent was incorrect in view of the fact that there was no substitution or replacement of the original Contract (Annexure P-1).

4. To substantiate his arguments, learned counsel has referred to Annexure P-12 dated 28.03.2022 and submitted that the original Contract (Annexure P-1) came into force from 15.03.2022 and after a few days, the respondent vide Annexure P-12 wrote an email to the petitioner on 28.03.2022 in which unilaterally it had fixed some Conditions of Rate Contract and although the Conditions of Rate Contract had already been annexed with Annexure P-1 which has been attached with the present petition but the respondent unilaterally communicated revised terms through email dated 28.03.2022. In the aforesaid Conditions of Rate Contract on which the respondent is now relying, a new Clause 13 was introduced wherein it was so provided that difference of opinion between the Vendor and the Company in respect of matters arising out of this Contract shall be resolved through good faith negotiation. He further submitted that the af