Royal Orchid Hotels Limited v. Ghd Hotels Llp

IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 18TH DAY OF AUGUST, 2026 BEFORE THE HON'BLE MR. JUSTICE PRADEEP SINGH YERUR MISCELLANEOUS FIRST APPEAL NO. 5900 OF 2026 (AA) BETWEEN:

¶1ROYAL ORCHID HOTELS LIMITED A COMPANY INCORPORATED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956.

HAVING ITS REGISTERED OFFICE AT NO.1, GOLF AVENUE KODIHALLI, OFF AIRPORT ROAD BANGALORE - 560 08. REPRESENTED BY ITS AUTHORISED SIGNATORY MR. AMIT JAISWAL. …APPELLANT (BY SMT. INDIA S. PANCHAGAVI, ADVOCATE)

AND:

¶1GHD HOTELS LLP A LIMITED LIABILITY PARTNERSHIP COMPANY HAVING ITS REGISTERED OFFICE AT SY.NO.283-14 GROUND FLOOR AUCHUTWADO SIRSAIM AND MAPUSA, TIVIM NORTH GOA BARDEZ GOA-403 502.

ALSO HAVING OFFICES AT: 625, 6TH FLOOR GERA IMPERIUM STAR PATTO-

Location: HIGH COURT OF KARNATAKA ((((((((((((HC-KAR, NC:(2026:KHC:44106( MFA(No.(5900(of(2026( ( ,,,,,,,,,, , CNR:(KAHC010561202026( ( ( PLAZA,,PANJUM, GOA-403,602., REPRESENTED,BY,ITS, DESIGNATED,PARTNER, MR.,BHARAT,THAKRAN., ,

2., MR.,BHARAT,THAKRAN, DESIGNATED,PARTNER,, OF,GHD,HOTELS,LLP, SON,OF,UNKNOWN, MAJOR,,RESIDING,AT,NO.159/3, VILLAGE,VAZRE,,DODAMARG, SINDHUDURG,-,416,512., ,

3., MRS.,OMWATI,DEVI,THAKRAN, DESIGNATED,PARTNER,, OF,GHD,HOTELS,LLP, WIFE,OF,BHARAT,THAKRAN, MAJOR,,RESIDING,AT,NO.159/3, VILLAGE,VAZRE,,DODAMARG, SINDHUDURG,-,416,512., …RESPONDENTS, , THIS, MFA, IS, FILED, UNDER, SECTION, 37(1)(B), OF, THE, ARBITRATION,AN,CONCILIATION,ACT,,1996,,PRAYING,TO,SET, ASIDE, THE, ORDER, DATED, 04.08.2026, PASSED, IN, A.A.NO.48/2026, BY, XLIII, ADDITIONAL, CITY, CIVIL, AND, SESSIONS, JUDGE,, BENGALURU, AND, CONSEQUENTLY, ALLOW, I.A.NOS.2,TO,5,FILED,BY,THE,APPELLANTS., , , THIS, APPEAL,, COMING, ON, FOR, ORDERS,, THIS, DAY,, JUDGMENT,WAS,DELIVERED,THEREIN,AS,UNDER:, , , ,

CORAM: HON'BLE MR. JUSTICE PRADEEP SINGH YERUR ORAL JUDGMENT This appeal is preferred by the appellant, who is the petitioner before the trial Court, challenging the order dated 04.08.2026 passed in A.A.No.48/2026 by XLIII Additional City Civil and Sessions Judge, Bengaluru (for short, "trial Court"). The respondents herein are the respondents in the arbitration application before the trial Court.

¶2The arbitration application came to be filed by the appellant-petitioner under Section 9 of the Arbitration and Conciliation Act, 1996 read with Rule 9 of the High Court of Karnataka Arbitration (Proceedings Before the Courts) Rules, 2001, seeking following reliefs: "a) RESTRAIN the Respondents, their agents, representatives, successors-in-interest and anyone claiming under/through them from commencing operations of the Hotel/Demise Premises/Schedule Property to the exclusion of the Petitioner exсерt in accordance with the

terms of the Revenue Share Agreement dated

22.11.2024; b) RESTRAIN Respondents, including Respondent No.1's Partners, their agents, representatives, successors-in-interest and anyone claiming under/through them from dispossessing Petitioner from Hotel/Demised Premises/Schedule Property except in accordance with law; c) RESTRAIN Respondents, its agents, representatives, successors-in-interest and anyone claiming under/through it from taking any action/steps towards cancellation /termination of the Revenue Share Agreement dated 22.11.2024; d) RESTRAIN Respondents, its agents, representatives, successors-in-interest and anyone claiming under/through it from creating any third-party interest/arrangement with respect to Hotel/ Demised Premises/ Schedule Property contrary to the terms of the Revenue Share Agreement dated 22.11.2024. e) GRANT such other relief as this Hon'ble Court may deem fit, in the interest of justice and equity;

f) GRANT Costs of this Petition."

2.1 Along with the said application, five interlocutory applications came to be filed before the trial Court seeking interim reliefs.

2.2 Upon hearing the appellant-petitioner, the trial Court passed an order directing issuance of emergent notice on I.A.Nos.1 to 5 and notice to the respondents, observing that it would be just and necessary to hear the respondents before passing orders on said applications, as the appellant-petitioner had not made out a prima facie case at that stage.

¶3It is the vehement contention of the learned Senior Counsel - Sri Arun Kumar K. appearing on behalf of the learned counsel - Smt. India S. Panchagavi for appellant-petitioner that the parties had entered into a Revenue Share Agreement under an agreement dated

22.11.2024 for managing and operating the hotel facilities

situated on the subject land. It is submitted that, pursuant to several rounds of negotiations and mutual discussions between the parties, the respondents agreed to permit the appellant-petitioner to run and operate the hotel on a Revenue Share basis and accordingly, an agreement to that effect came to be entered into between the parties.

3.1 It is further contended that the respondents handed over possession of the hotel to the appellant-petitioner and conferred upon the appellant-petitioner an exclusive and unrestricted right to occupy, run, operate and manage the hotel.

3.2 It is further contended that this being the state of affairs, the respondents are now acting in a detrimental manner to the interests of the appellant-petitioner and are making efforts to initiate proceedings and take steps without participation of the appellant-petitioner, which would cause hardship and inconvenience to the appellant-petitioner.

3.3 It is further contended that the applications were filed seeking urgent interim reliefs; however, the trial Court, instead of considering the said applications, has merely ordered issuance of notice thereon and has not passed any order on the interim applications. Therefore, failure on the part of the trial Court to consider and pass orders on the said applications amounts to denial of the interim relief sought by appellant-petitioner. Accordingly, learned Senior Counsel seeks the indulgence of this Court

¶4It is seen that the appellant-petitioner has preferred the present appeal. Upon issuance of notice, it is submitted that notice issued by the trial Court are yet to be served upon the respondents. In the circumstances, this Court does not find any need or necessity to issue notice to the respondents, as the appeal can be disposed of by directing the trial Court to consider and decide the

applications in a time-bound manner, keeping in view the urgency expressed by the appellant-petitioner.

¶5It is also submitted that the matter before the trial Court is listed on 20.08.2026. Therefore, the trial Court shall make an endeavour to consider and dispose of the applications expeditiously on hearing the appellant-petitioner, in the event the respondents are not served with notice. In the event the respondents are served and enter appearance, the trial Court shall provide them an opportunity of hearing and thereafter consider and dispose of the applications expeditiously.

¶6However, in view of the submission of learned Senior Counsel for appellant-petitioner that respondents are making hectic efforts to deal with the property exclusively, without participation or consultation of the appellant-petitioner, who claims to have entered into a Revenue Share Agreement with the respondents, it would be appropriate to direct the parties

to maintain status quo in respect of the subject property till disposal of I.A.No.2 by the trial Court.

¶7Accordingly, I pass the following: ORDER i. The appeal is disposed of; ii. The matter is remanded to the trial Court for consideration and disposal of the applications filed by the appellant-petitioner in accordance with law; iii. If respondents are served and enter appearance, the trial Court shall afford them an opportunity of hearing and thereafter consider and dispose of the applications in accordance with law; iv. In the meanwhile, the parties to the proceedings shall maintain status quo in respect of commencement and operation of the hotel until disposal of I.A.No.2 by the trial Court;

v. The respondents are at liberty to move the trial Court by way of motion to either vary or modify the order of status-quo. vi. Appellant to communicate the order of status-quo to the respondents in the manner known to law. vii. It is made clear that this Court has not expressed any opinion on the merits of the applications or the petition itself. Ordered accordingly. Hand delivery of this judgment is permitted.

Sd/- (PRADEEP SINGH YERUR) JUDGE

CPN List No.: 1 Sl No.: 19