ORDER:

This application is filed seeking to appoint an arbitrator to adjudicate the claims and disputes between the applicant and the respondent in terms of the Advisory Agreement dated 24.01.2020 under Section 11(5) and 11(6) of the Arbitration and Conciliation Act, 1996 (for short (cid:145)the Act(cid:146)).

2. The brief facts of the case, as stated in the application, are as under:

(a) The applicant company is engaged in the business of helping early-stage consumer brand start-ups scale with speed by providing market access support, capital, PR and marketing advisory. The respondent Company, i.e. Betterthanorganic Private Limited is engaged in the business of selling high quality food products under the brand name (cid:145)Living Food Co.’, approached the applicant in October, 2019 and expressed its desire to avail the services of the applicant under the Program. Upon various discussions, it was agreed that, in lieu of the services to be provided, the respondent will issue 36 number of Fully Paid up Equity Shares of the Respondent Company, i.e., Betterthanorganic Private Limited ("Advisory Equity Shares") to the applicant. Further, the respondent company also expressed that they were in need of an investment and requested the applicant to invest an amount of Rs.25,00,000/- (Rupees Twenty Five Lakhs Only) in the respondent company and that they would allot Compulsory Convertible Preference Shares (CCPS) at Rs.98,039 (Rupees Ninety-Eight Thousand and Thirty-Nine Only) per CCPS equivalent to the investment amount.

(b)On the aforesaid discussion the applicant executed a term sheet with the respondent company on 17.0.1.2020 for investment in the respondent company. The applicant was appointed as the exclusive advisor to provide advisory services to the Respondent by way of an Advisory Agreement dated 24.01.2020. It was expressly recorded under Clause 3 of the Advisory Agreement that, simultaneous with the execution of the Advisory Agreement, as an upfront consideration for the services to be rendered by the applicant, on the Effective Date of the Advisory Agreement i.e. 24.01.2020, the respondent shall issue 36 number of Fully Paid Equity Shares of respondent company to the applicant, which will constitute 3% shareholding pattern of respondent company as of 24.01.2020. Each equity share of the respondent company is currently valued at Rs.1,20,000/- (Rupees One Lakhs Twenty Thousand Only). Further as per the terms of the Advisory Agreement, the respondent were to issue 36 number of Fully Paid Equity Shares of respondent company to the applicant, the Advisory Equity Shares to be allotted to the applicant are currently tentatively valued at a sum of Rs.43,20,000/- (Rupees Forty Lakhs Twenty Thousand Only). Copy of the term sheet dated 17.01.2020 and Advisory Agreement dated 24.01.2020 is enclosed as Annexure (cid:150) B & C. Based on this agreement and in pursuance of the same, the applicant commenced due diligence of the respondent company on 27.01.2020 and incurred expenses on legal, financial and business due diligence. Thereafter, in the months of February and March 2020, the Applicant called upon the Respondent to issue advisory equity shares as per the terms of the Advisory Agreement.

The respondent, in turn, assured the applicant that the respondent would issue the Advisory Equity Shares along with the CCPS for the investment amount. The Email from the applicant requesting the allotment of Advisory Shares dated 18.01.2020 respectively is enclosed as Annexure-D.

(c) The applicant, despite the non-issuance of Advisory Equity Shares which were agreed as an upfront consideration, based solely on the afore-mentioned assurance and in good faith that it will be honoured, allowed the respondent to participate in the first session of the program held in early February 2020. Only seven start-up companies were exclusively selected for the program, one of which was the respondent company. Under this, the respondent was provided with access