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Rajasthan High Court – Jodhpur
Heeranand Narwani vs M/S Manifest Ventures Llp … on 10 July, 2025
[2025:RJ-JD:29953]
HIGH COURT OF JUDICATURE FOR RAJASTHAN AT
JODHPUR
S.B. Arbitration Application No. 8/2024
Heeranand Narwani S/o Late Shri Chatta Ram Nirwani, Aged
About 57 Years, R/o Plot No. E-56, Shastri Nagar, Jodhpur,
Rajasthan.
----Petitioner
Versus
1. M/s Manifest Ventures Llp, 372-B, 3Rd C Road,
Sardarpura, Jodhpur Through Its Nominated Partner,
Hemant Rochwani S/o Shri Gagandas Rochwani (Dpin No.
07848863), R/o Plot No. 71, Suraj Nagar, 18/e Near
Chopasani Housing Board, Jodhpur, Rajasthan.
2. Hemant Rochwani S/o Shri Gagandas Rochwani, (Dpin No.
07848863), R/o Plot No. 71, Suraj Nagar, 18/e Near
Chopasani Housing Board, Jodhpur, Rajasthan.
3. Kishan Kushlani S/o Shri Bachumat Kushlani, R/o 115,
Sindhi Colony, Jodhpur, Rajasthan, Partner, M/s Manifest
Ventures Llp, 372-B, 3Rd C Road, Sardarpura, Jodhpur,
Rajasthan.
----Respondents
--------------------------------------------------------------------------
For Petitioner(s) : Mr. Achraj Singh Saluja For Respondent(s) : None
————————————————————————–
HON’BLE MR. JUSTICE ARUN MONGA
Order (Oral)
Reportable
10/07/2025
1. Application herein is under section 11 of the Arbitration &
Conciliation Act, 1996 with the prayer to appoint a sole arbitrator
to decide/ adjudicate upon the dispute between the parties arising
out of an agreement dated 12.08.2019 (Annex.2).
2. Case set up in application is that the applicant and the Non-
Applicants jointly established a Limited Liability Partnership (LLP)
under the name M/s Manifest Ventures LLP for the purpose of land
development and related real estate activities. The LLP was duly
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incorporated on 06.08.2019, under the provisions of the Limited
Liability Partnership Act, 2005. As per the LLP Agreement, the
Applicant held a 99% ownership stake and contributed the
majority of the capital. The LLP Agreement clearly outlined the
respective rights, obligations, and capital contributions of the
partners, along with procedures governing resignation, removal,
and distribution of profits.
2.1. In furtherance of the LLP’s business objectives, the partners
identified and agreed to acquire a key property located at Plot
No.396, Main “C” Road, Sardarpura, Jodhpur, measuring 6610.99
square feet, valued at approximately ₹11 crores. Initially, the
Applicant contributed a sum of ₹1.16 crores via RTGS transfers, as
reflected in the registered sale deed dated 27.09.2019. However,
during the COVID-19 pandemic, on 28.04.2021, Non-Applicant
No.3 allegedly forged documents and unlawfully removed the
Applicant from the LLP, in blatant violation of the procedure
prescribed in the LLP Agreement. Simultaneously, a new partner
was inducted into the LLP. The Applicant contends that this act
was fraudulent and deliberately intended to deprive him of his
rightful share in the LLP’s assets, profits, and management.
2.2. As a result, disputes have arisen between the parties
concerning the Applicant’s wrongful removal, capital contributions,
entitlement to profits, and his overall rights and interests in the
LLP.
2.3. The Applicant has already filed an application under Section
9 of the Arbitration and Conciliation Act, 1996, seeking interim
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relief, which is pending adjudication before the learned
Commercial Court, Jodhpur Metropolitan.
2.4. Since, despite request, the non-applicants did not cooperate
in the mutual process of appointing an arbitrator, therefore, the
Applicant also sent a legal notice on 23.12.2023 (Annex.5).
Hence, the applicant is constrained to approach this Court under
Section 11(6) of the Act, seeking appointment of an arbitrator to
ensure that the disputes is resolved in accordance with the
arbitration clause as envisaged in the LLP Agreement.
3. Despite being duly served, no one has appeared on behalf of
the respondent, nor has any response to the instant application
been filed. However, the respondents, in their reply to the notice,
have stated that the amount claimed by the petitioner as
investment was never advanced by him, except for a nominal sum
of Rs.1,000/- as capital in Manifest Ventures LLP. The petitioner
was never involved in the operation of Plot No. 396, Sardarpura C
Road. The respondent Kishan Kushlani, an NRI residing in Dubai,
had made the petitioner a partner only to meet certain legal
formalities, with the entire investment actually remitted by Kishan
Kushlani. Subsequently, Kishan Kushlani introduced new partners
and asked the petitioner to retire from the LLP. The petitioner had
agreed to do so and also executed a retirement deed dated
28.04.2021. This deed was duly submitted to the bank, which
approved it and removed the petitioner’s name from the LLP’s
bank account. The petitioner had full knowledge of his retirement.
Thus, he had no further involvement with the property. Allegations
leveled by him are vague and unsubstantiated. Since the
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partnership was dissolved through the retirement deed, there is
no question of breach of the agreement dated 12.08.2019.
Therefore, no case is made out to seek appointment of an
arbitrator. The petitioner in fact concealed the execution of the
retirement deed, which was duly disclosed by the respondents
during the investigation of the FIR lodged by the petitioner.
4. I have gone through the record and heard the learned
counsel for the applicant.
5. At the outset, on a query posed by the Court as to whether,
in light of the allegation of fraud, the arbitration application
seeking invocation of Section 11 of the Act for appointment of an
Arbitrator is maintainable, learned counsel for the petitioner cites
Supreme Court judgment rendered in Sunder Kukreja & Ors.
Vs. Mohanlal Kukreja & Anr. (2009) 4 SCC 585, submitting
that such allegations of forgery can be examined by the learned
Arbitrator. The relevant portion of the judgment is as follows:
“18. In our opinion the learned Division Bench was not
correct in holding that the dispute should not have been referred to
the arbitrator in view of the alleged retirement deed dated 16-8-1990.
The very genuineness of the said retirement deed was challenged and
in fact the forensic expert gave a report that it was not genuine. The
learned Single Judge has recorded prima facie satisfaction that the
dispute had not become dead. Hence, in view of the decision of this
Court in Shree Ram Mills Ltd. v. Utility Premises (P) Ltd. it would
have been appropriate to have left the question regarding the
genuineness of the alleged retirement deed to be decided by the
arbitrator.
19. In view of the above discussion, we set aside the decision
of the Division Bench and we appoint Mr Justice D.P. Wadhwa,
retired Judge of the Supreme Court as the sole arbitrator to decide
the dispute between the parties, including the dispute whether the
alleged retirement deed was genuine or not. Hon’ble Mr Justice D.P.
Wadhwa can fix his own terms of emoluments and other
requirements.”
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6. In another Supreme Court judgment rendered in Ayyasamy
Vs. Paramasaveim : (2016) 10 SCC 386. His Lordship Mr. A.K.
Sikri, J., (as he then was), held as under:-
“xxxx xxxx xxxx
25. In view of our aforesaid discussions, In view of our aforesaid
discussions, we are of the opinion that mere allegation of fraud
simpliciter may not be a ground to nullify the effect of arbitration
agreement between the parties. It is only in those cases where the
court, while dealing with Section 8 of the Act, finds that there are
very serious allegations of fraud which make a virtual case of
criminal offence or where allegations of fraud are so complicated
that it becomes absolutely essential that such complex issues can be
decided only by the civil court on the appreciation of the
voluminous evidence that needs to be produced, the court can
sidetrack the agreement by dismissing the application under
Section 8 and proceed with the suit on merits. It can be so done
also in those cases where there are serious allegations of
forgery/fabrication of documents in support of the plea of fraud or
where fraud is alleged against the arbitration provision itself or is
of such a nature that permeates the entire contract, including the
agreement to arbitrate, meaning thereby in those cases where fraud
goes to the validity of the contract itself of the entire contract which
contains the arbitration clause or the validity of the arbitration
clause itself. Reverse position thereof would be that where there are
simple allegations of fraud touching upon the internal affairs of the
party inter se and it has no implication in the public domain, the
arbitration clause need not be avoided and the parties can be
relegated to arbitration. While dealing with such an issue in an
application under Section 8 of the Act, the focus of the court has to
be on the question as to whether jurisdiction of the court has been
ousted instead of focusing on the issue as to whether the court has
jurisdiction or not. It has to be kept in mind that insofar as the
statutory scheme of the Act is concerned, it does not specifically
exclude any category of cases as non-arbitrable. Such categories of
non-arbitrable subjects are carved out by the courts, keeping in
mind the principle of common law that certain disputes which are
of public nature, etc. are not capable of adjudication and settlement
by arbitration and for resolution of such disputes, courts i.e. public
fora, are better suited than a private forum of arbitration.
Therefore, the inquiry of the Court, while dealing with an
application under Section 8 of the Act, should be on the aforesaid
aspect viz. whether the nature of dispute is such that it cannot be
referred to arbitration, even if there is an arbitration agreement
between the parties. When the case of fraud is set up by one of the
parties and on that basis that party wants to wriggle out of that
arbitration agreement, a strict and meticulous inquiry into the
allegations of fraud is needed and only when the Court is satisfied
that the allegations are of serious and complicated nature that it
would be more appropriate for the Court to deal with the subject-
matter rather than relegating the parties to arbitration, then alone
such an application under Section 8 should be rejected.
xxxx xxxx xxxx
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7. Concurring with above view, Dr. D.Y. Chandrachud, J., (as his
Lordship then was), opined as under in the same very judgment:-
“43…….. the allegations of criminal wrongdoing or of statutory
violation would not detract from the jurisdiction of the Arbitral
Tribunal to resolve a dispute arising out of a civil or contractual
relationship on the basis of the jurisdiction conferred by the
arbitration agreement.”
8. In light of aforesaid rendition, the Clause 25.3 as contained
in the agreement dated 12.08.2019 is reproduced herein-below:-
“25.3. All disputes between the partners or between the Partner
and the LLP arising out of limited liability partnership agreement
which cannot be resolved in terms of this agreement shall be
referred for arbitration as per the provisions of the Arbitration and
Conciliation Act, 1996.”
9. The aforesaid arbitration clause is not disputed. Moreover,
there is no quibble about the fact that there is an existing dispute
between the parties, but there is a dispute as to which forum
should adjudicate the same. However, on a court query qua the
pre arbitration proceedings as per Clause-25.3 ibid, it transpires
that nothing worthwhile has come forth after issuance of legal
notice. The dispute can, therefore, only be resolved by way of
arbitration as mutually agreed by executing the contract to the
effect. Parties are bound by the covenant already executed by
them on mutually agreeable terms.
10. Valuation of the claim as per the applicant is
Rs.11,00,00,000/-. However, the same is disputed by the
respondent and subject matter of adjudication through arbitration
proceedings. It is not for this Court to make any observation qua
the same.
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11. Be that as it may, in view of the undisputed arbitration
clause, owing to which the civil suit was held to be not
maintainable, the instant application deserves to be allowed.
12. Accordingly, Hon’ble Mr. Justice (Rtd.) Gopal Krishan Vyas,
Mobile No. 9829027317, Resident of – ‘Bal Gopal’, 17E/317,
Chopasani Housing Board, Jodhpur is appointed as the sole
Arbitrator to adjudicate the dispute between the parties.
13. The intimation of aforesaid be given by the learned counsel
for the parties as well as by the Registry to Hon’ble Arbitrator. The
above appointment is subject to necessary disclosure being made
under Section 12 of the Act of 1996.
14. The parties are at liberty to participate in the arbitration
proceedings through video conferencing subject to the approval
and convenience of the learned Arbitrator.
15. All the disputes as well as defence raised before this Court
on merits and/or limitation is left open to be adjudicated by the
learned Arbitrator.
16. Application stands disposed of.
(ARUN MONGA),J
25-DhananjayS/Rmathur/-
Whether Fit for Reporting:- Yes / No
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