ORDER : 1. Heard Mr.Ch.Krishna Reddy, M/s. Chandrasen Law Offices, learned counsel for the applicant and Mr.Sharad Sanghi, learned counsel for the respondents. 2. This application has been filed under Section 11 (6) of the Arbitration and Conciliation Act, 1996 (briefly ‘the 1996 Act’ hereinafter) for appointment of arbitrator. 3. According to the applicant, he and respondent No. 1 were promoters and directors of a company called M/s.RKR Builders and Promoters Private Limited, which was incorporated under the provisions of the Companies Act, 1956 on 09.12.2002. Principal objective of the aforesaid company was to acquire lands, develop the plots and make construction thereon. Company had purchased lands under two registered sale deeds bearing No. 9238 of 2003 dated 04.08.2003 and bearing No. 10961 of 2003 dated 05.09.2003, details of which are mentioned in paragraph No. 2 of the supporting affidavit. 4. Apart from the above two sale deeds, applicant and respondent No. 1 had also purchased land individually vide sale deeds bearing No. 9730 of 2002 dated 28.10.2002 and bearing No. 9992 of 2002 dated 28.10.2002, the details of which are mentioned in paragraph No. 3 of the supporting affidavit. It is stated that the above two properties were jointly purchased by the applicant and respondent No. 1 by sharing 50% of the sale consideration. All the above four sale deeds were registered documents. 5. Applicant and respondent No. 1 had entered into an unregistered partition deed dated 06.11.2015 agreeing to divide the entire properties including those belonging to M/s.RKR Builders and Promoters Private Limited in the manner provided in paragraph No. 4 of the supporting affidavit. It was also agreed in the partition deed that applicant would pay an amount of Rs.62,85,000-00 to respondent No. 1 for the alleged expenses incurred by respondent No. 1. In terms thereof applicant has paid Rs.40,00,000-00 to respondent No. 1 in presence of three persons who were mediating between applicant and respondent No. 1. 6. Thereafter, the company i.e. M/s.RKR Builders and Promoters Private Limited was converted into a Limited Liability Partnership (LLP) on 24.11.2016. 7. Applicant paid the balance amount of Rs.30,00,000-00 to the three private mediators which included interest of Rs.7,15,000-00. Thereafter, applicant and respondent No. 1 representing the LLP sold certain plot of land for total consideration of Rs.2,72,50,000-00. 8. After the above transaction, a supplemental deed dated 23.11.2019 was executed. 7. Applicant paid the balance amount of Rs.30,00,000-00 to the three private mediators which included interest of Rs.7,15,000-00. Thereafter, applicant and respondent No. 1 representing the LLP sold certain plot of land for total consideration of Rs.2,72,50,000-00. 8. After the above transaction, a supplemental deed dated 23.11.2019 was executed. It was agreed between the applicant and the first respondent that an amount of Rs.2,21,78,730-00 should be paid to the retiring partner i.e. the applicant which was equivalent to the applicant’s shareholding, right, title and interest in the LLP. However, respondents did not handover the cheque for such amount to the applicant. 9. The entire transactions with regard to the immovable property of the LLP were filed before the Registrar of Companies. Based on the partition deed dated 06.11.2015, applicant was to be paid the sale consideration amount of the property sold by the LLP. After retirement of the applicant, respondent No. 2 being the wife of respondent No. 1 came to be inducted as a partner in the LLP. 10. Applicant has paid Rs.2,22,00,000-00 to the first respondent as agreed to in the Memorandum of Understanding (MoU) dated 05.08.2007. The manner of payment has been described in paragraph No. 8 of the supporting affidavit. According to the applicant, respondent Nos.1 and 2 had cheated him and therefore he would like to cancel the supplemental deed dated 23.11.2019 and continue as partner of the LLP. Applicant issued notice dated 20.08.2020 invoking the arbitration clause No. 40 in the LLP agreement dated 24.11.2016. 11. Applicant also filed a petition under Section 9 of the 1996 Act before the Principal District Judge, Ranga Reddy district, which was numbered as OP No. 25 of 2020. It is stated that learned Court below had granted injunction on 11.09.2020 restraining respondent Nos.1 and 2 from withdrawing the sale consideration of Rs.2,72,50,000-00. 12. Respondents had sent reply notice dated 17.09.2020 stating that Clause 40 of the LLP agreement dated 24.11.2016 would not be applicable as the applicant was no longer a partner of the LLP. 13. According to the applicant, the supplemental deed dated 23.11.2019 would no longer be applicable as respondent No. 1 had not handed over Rs.2,21,78,730-00 to the applicant on account of his retiring from the partnership. Therefore, the supplemental deed would not be binding. 13. According to the applicant, the supplemental deed dated 23.11.2019 would no longer be applicable as respondent No. 1 had not handed over Rs.2,21,78,730-00 to the applicant on account of his retiring from the partnership. Therefore, the supplemental deed would not be binding. From a conjoint reading of Clause 6 of the supplemental deed and the recital thereof it is evident that the supplemental deed has to be read along with the LLP agreement dated 24.11.2016. Clause 40 of the LLP agreement provides for an arbitration clause. 14. Since respondents failed to chose or nominate any arbitrator within a period of 30 days from the date of receipt of the notice dated 20.08.2020, the present application has been filed. 15. Respondent Nos.1 to 3 have filed common counter affidavit. Stand taken in the said affidavit is that applicant and respondents have got incorporated one company by the name of RKR Builders and Promoters Private Limited in terms of the Companies Act, 1956 dated 09.12.2002, applicant and respondent No. 1 being the promoters/directors of the company. As per the articles of association, objective of the company was to acquire and purchase the properties, develop the same into residential and commercial plots and thereafter to sell the same. Details of properties purchased by the applicant and respondent No. 1 in their individual capacities and also in the name of the company are mentioned in paragraph No. 4 of the counter affidavit. 16. Because of differences between applicant and respondent No. 1, the same was referred to private arbitration of Mr.K.Bal Reddy and four others. A private award was passed on 01.07.2007 in pursuance of which a Memorandum of Understanding (MoU) was executed between applicant and respondent No. 1 on 05.08.2007. As per the MoU applicant was required to pay Rs.2,24,25,000-00 to respondent No. 1 and in lieu thereof respondent No. 1 would forego his 1/4th share in a particular plot of land at Nallakunta, Hyderabad. It is stated that on the day of execution of the MoU, applicant paid only Rs.50,00,000-00 to respondent No. 1 and agreed to pay the balance amount of Rs.1,74,25,000-00 by enchasing four post dated cheques. But applicant failed to make such payment till date. In addition, applicant had also agreed to pay Rs.22,85,000-00 towards his part of the expenses incurred to fight the litigation by respondent No. 1 against third parties. But applicant failed to make such payment till date. In addition, applicant had also agreed to pay Rs.22,85,000-00 towards his part of the expenses incurred to fight the litigation by respondent No. 1 against third parties. In all, applicant is required to pay Rs.1,97,10,000-00 together with interest to the first respondent. 17. Consequent upon further differences between the parties an oral partition took place vis a vis personal properties and these were incorporated in an unregistered partition deed dated 06.11.2015. Thereafter, M/s. RKR Builders and Promoters Private Limited got converted into LLP Partnership firm under the name and style of RKR Builders and Promoters LLP by way of agreement dated 24.11.2016. 18. Applicant retired from the partnership under a supplemental deed between applicant and respondent No. 1 wherein and whereby applicant had opted to retire from the partnership. The partnership firm continued with respondent No. 1 and his wife respondent No. 2 as partners. According to the supplemental agreement, a sum of Rs.2,21,78,730-00 was paid to the retiring partner after deducting taxes and legal expenses. 19. Thus, on execution of the supplemental agreement on 23.11.2019 there was total novation of contract between the parties. Respondents have also stated that the entire property owned and possessed by the LLP has been sold by the partnership firm to a third party. Therefore, the LLP agreement dated 24.11.2016 had come to an end. Reference has been made to Section 62 of the Contract Act, 1872 to contend that there is novation of contract between applicant and respondent No. 1. Therefore, the LLP agreement dated 24.11.2016 cannot be implemented. The supplemental agreement has superseded the LLP agreement. In the supplemental agreement there is no arbitration clause. 20. According to respondent No. 1, instead of him making payment to the applicant, it is the other way around. By giving the particulars it is stated that it is the applicant who has to pay an amount of Rs.6,70,14,000-00 to respondent No. 1. Additionally it is stated that applicant has filed a suit for partition being O.S.No. 184 of 2020 which is pending on the file of V Additional District Judge, Ranga Reddy. If the applicant has any grievance, the same can be pleaded before the aforesaid Court. Therefore, the prayer made in the arbitration application should be rejected. 21. Additional counter affidavit has been filed by respondent Nos.1 to 3. If the applicant has any grievance, the same can be pleaded before the aforesaid Court. Therefore, the prayer made in the arbitration application should be rejected. 21. Additional counter affidavit has been filed by respondent Nos.1 to 3. In this additional counter affidavit, stand taken is that respondent Nos.2 and 3 are not signatories to the LLP agreement dated 24.11.2016 which contains arbitration clause i.e. Clause No. 40. Therefore, respondent Nos.2 and 3 do not come within the definition of ‘party’ as has been defined under Section 2 (1) (h) of the 1996 Act. As such claim to arbitration is not maintainable insofar respondent Nos.2 and 3 are concerned. 22. Alternatively, it is contended that respondent Nos.2 and 3 have not been appraised of the contents of the earlier LLP agreement dated 24.11.2016 including the arbitration clause. Therefore, there is no conscious acceptance of any of the clauses contained in the LLP agreement dated 24.11.2016. Since only respondent No. 1 is bound by the LLP agreement and respondent Nos.2 and 3 are not bound by the said agreement, there cannot be a split in the cause of action. Resultantly, a part of the lis cannot be referred to arbitration. 23. Finally, it is contended that the LLP agreement dated 24.11.2016 is nothing but a partnership deed which has not been registered with the Registrar of firms. Hence the present application would be barred under Section 69 (3) of the Partnership Act, 1948. 24. Applicant has filed a rejoinder affidavit. A major part of the rejoinder is devoted to clarification on merit vis-a-vis claim raised by respondent No. 1 against the applicant in terms of the MoU dated 05.08.2007. However, applicant has denied and disputed that by virtue of execution of the supplemental agreement dated 23.11.2009 there was total novation of contract between the parties and the LLP agreement dated 24.11.2016 has ceased to exist. Refuting the contention as to application of Section 62 of the Contract Act, 1872, it is contended that the primary contract has to be substituted by a new contract which is not the case in the instant application. It is stated that arbitration notice was first issued by the applicant on 08.05.2020. But as the same was not responded to, fresh legal notice invoking arbitration clause was issued on 20.08.2020 which also remained unresponded. It is stated that arbitration notice was first issued by the applicant on 08.05.2020. But as the same was not responded to, fresh legal notice invoking arbitration clause was issued on 20.08.2020 which also remained unresponded. Regarding O.S.No. 184 of 2020, it is submitted that the same has been filed for different schedule of property which has no bearing either on the application filed under Section 9 of the 1996 Act or on the present application. Applicant has also placed reliance on a number of judgments. 25. Short point for consideration is whether there is a dispute between the parties? And if so, whether such dispute is arbitrable? Corollary to the above question is whether there is any arbitration agreement by and between the parties? 26. To appreciate the above question, it is necessary to advert to the LLP agreement dated 24.11.2016. The said LLP agreement is between applicant and respondent No. 1 who were collectively referred to as partners. As per Clause (1), the LLP is to be called as “RKR Builders and Promoters LLP.” Clause (3) says that contribution of the LLP was Rs.20,00,000-00 to be contributed by the two partners in equal proportion of Rs.10.00 lakhs each clarifying that further contribution if required would be brought by the partners in their profit sharing ratio. Insofar induction of new partner is concerned, Clause (7) says that no person shall be introduced as a partner without the consent of the existing partners. 27. Under Clause (32) an existing partner may cease to be a partner of the LLP by giving a notice in writing of not less than 30 days to the other partners of his intention to resign as partner. 28. Clause (40) is relevant and is extracted as under: “All disputes between the partners or between the Partner and the RKR BUILDERS & PROMOTERS LLP arising out of the 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 (26 of 1996).” 29. From the above, it is seen that what Clause (40) says is that all disputes between the partners or between a partner and the LLP arising out of the limited liability partnership agreement which cannot be resolved in terms of the said agreement, shall be referred to arbitration as per the provisions of the 1996 Act. 30. Applicant, respondent No. 1 and respondent No. 2 thereafter entered into a supplemental agreement dated 23.11.2019. 31. Applicant was referred to as “discontinuing/retiring partner” whereas respondent No. 1 was referred as “existing partner and continuing partner.” On the other hand, respondent No. 2 was described as “new partner and continuing partner.” As per the recital of the supplemental deed, the existing partners were carrying on the business as mentioned in the initial agreement dated 24.11.2016 under the name and style of “RKR Builders and Promoters LLP.” It was mentioned that the retiring partner (applicant) had given notice to the continuing partners and the LLP of his desire to retire from the LLP with effect from 23.11.2019. Therefore, after accounts were drawn up, including assets and goodwill and after deducting taxes, professional and legal expenses, it is stated that a sum of Rs.2,21,78,730-00 was paid to the retiring partner vide cheque No. 000001, HDFC Bank, Kokapet branch being equivalent to his shareholding, right, title and interest in the LLP business. 32. Thereafter, the new partner i.e. second respondent was inducted. Clause (1) of the supplemental deed says that the supplemental deed is supplemental to the LLP agreement dated 24.11.2016. Thereafter, it is clarified that respondent Nos.1 and 2 would continue as the partners of the LLP. Clause (6) says that except as modified by the supplemental deed, the LLP agreement dated 24.11.2016 and the supplemental agreement entered into between the existing partner and new partner on 23.11.2019 shall be read and construed as if the same had been executed by the existing partners and new partner. 33. Before proceeding further it is interesting to note that as per the recital in the supplemental deed dated 23.11.2019 it is stated that a sum of Rs.2,21,78,730-00 was paid to the retiring partner (applicant) vide cheque No. 000001 HDFC Bank, Kokapet branch. Interestingly, neither the cheque date nor the date on which the cheque was handed over to the applicant are mentioned. Interestingly, neither the cheque date nor the date on which the cheque was handed over to the applicant are mentioned. This assumes significance in the light of the assertion made by the applicant that the aforesaid amount was not paid by respondent No. 1 to the applicant. 34. Applicant had issued letter dated 05.05.2020 to the respondents against withholding of the retirement benefit amount to the extent of Rs.2,21,78,730-00. It was stated therein that the said amount was not paid to the applicant. Therefore, the notice was issued calling upon the respondents to pay the said amount with interest at the rate of 18% p.a. from the date of supplemental deed till actual payment, failing which it was stated that the applicant would be compelled to resort to legal action, including arbitration. This was disputed by the respondents vide letter dated 12.05.2020. In the said letter respondents raised counter payment of Rs.1,74,25,000-00 + a further sum of Rs.22,85,000-00, not paid by the applicant. It was thereafter that applicant invoked the arbitration clause and issued notice dated 08.05.2020. In the said notice applicant nominated Mr.K.Sanga Reddy, retired District Judge, as his nominee arbitrator calling upon the respondents to accept his nominee as the arbitrator. This was followed by further legal notice to the respondents dated 20.08.2020. In this notice a statement was made that there was no proper correlation between the LLP agreement and the supplemental deed in the earlier notice. Therefore, the previous notice dated 08.05.2020 was withdrawn. In the notice dated 20.08.2020 applicant specifically invoked the arbitration clause No. 40 of the LLP agreement dated 24.11.2016, clarifying that the said notice was issued to rule out any ambiguity. Applicant proposed names of three retired Judges of this Court viz. Justice CVN Sastry, Justice Vaman Rao and Justice Ramakrishnam Raju and requested the respondents to chose any one name to be appointed as the sole arbitrator. 35. From the above, it is evident that there is a clear dispute between the parties. On one hand applicant says that in terms of the supplemental deed he was not paid Rs.2,21,78,730-00 which he claims now with interest. On the other hand, respondents contend that the aforesaid amount was paid to the applicant. Rather it is the applicant who has to pay Rs.1,97,10,000-00 to the respondents. So, therefore, there is a clear dispute between the parties. 36. On the other hand, respondents contend that the aforesaid amount was paid to the applicant. Rather it is the applicant who has to pay Rs.1,97,10,000-00 to the respondents. So, therefore, there is a clear dispute between the parties. 36. Insofar the LLP agreement dated 24.11.2016 is concerned, that was between applicant and respondent No. 1. Clause 40 of the said agreement clearly provides that all disputes between partners or between a partner and the LLP arising out of the LLP agreement which cannot be resolved in terms of the LLP agreement, shall be referred to arbitration as per the provisions of the 1996 Act. Thus, the dispute to be referred to arbitration must be between the parties, which is present in this case. Secondly, it must arise out of the LLP agreement. In other words, the genesis of the dispute must be traceable to the LLP agreement. 37. Now from the supplemental deed dated 23.11.2019 it is seen that applicant was retiring as a partner of the LLP and in his place respondent No. 2 was inducted as a partner to the LLP. The retiring partner i.e. applicant was to be paid Rs.2,21,78,730-00 which was found to be equivalent to his shareholding, right, title and interest in the LLP business. This the applicant claims as not paid. 38. Already Clause (1) and Clause (6) of the supplemental deed have been adverted to. On a conjoint reading of the aforesaid two clauses with the recital thereto it is evident that the supplemental deed is a supplementary agreement to the LLP agreement. It is neither an independent agreement nor an agreement which replaces or substitutes the LLP agreement. It is supplemental to the LLP agreement. The supplemental deed has been structured in such a way that it has to be read with the LLP agreement. The word ‘supplement’ as per the Concise Oxford English Dictionary, South Asia Edition, means a thing added to something else to enhance or complete it; the derivatives ‘supplemental’ or ‘supplementary’ would mean complete or enhance something. Black’s Law Dictionary, 9th edition, defines the word ‘supplemental’ as supplying something additional; adding what is lacking. 39. Therefore, there is no independent identity of the supplemental deed. Black’s Law Dictionary, 9th edition, defines the word ‘supplemental’ as supplying something additional; adding what is lacking. 39. Therefore, there is no independent identity of the supplemental deed. It is a part of the LLP agreement dated 24.11.2016 and Clause 40 of the LLP agreement, as analysed above, says that in case of a dispute arising out of the LLP agreement it has to be referred to arbitration under the 1996 Act if it cannot be resolved in terms of the LLP agreement. Obviously, there is no resolution in terms of the LLP agreement dated 24.11.2016. 40. In Bharat Sanchar Nigam Limited vs. M/s. Nortel Networks India Pvt. Ltd. Civil Appeal Nos. 843-844 of 2021 Supreme Court considered the effect and impact of the Arbitration and Conciliation (Amendment) Act, 2015 which came into force with effect from 23.10.2015. As per Sub-Section (6A) of Section 11 inserted by way of the aforesaid amendment, Supreme Court or the High Court, as the case may be, while considering any application under Sub-Section (4) or Sub-Section (5) or Sub-Section (6) shall notwithstanding any judgment, decree or order of any Court confine to the examination of the existence of an arbitration agreement. Thus the effect of the amendment is that if the existence of the arbitration agreement is not in dispute, all other issues would be left for the arbitral tribunal to decide. It has been held as follows: “The effect of the amendment was that if the existence of the arbitration agreement was not in dispute, all other issues would be left for the arbitral tribunal to decide. This was in reinforcement of the doctrine of kompetenz-kompetenz, which empowers the tribunal to rule on its own jurisdiction, including any objections with respect to the validity of the arbitration agreement and thereby minimize judicial intervention at the pre-reference stage.” 41. Supreme Court referred to and extracted its earlier decisions where it has been held that post 2015 amendment, all that the Courts are required to examine is as to whether an arbitration agreement is in existence or not – nothing more, nothing less. Supreme Court has held as follows: “31. Sub-Section (6-A) came up for consideration in Duro Felguera, S.A. vs. Gangavaram Port Ltd. (2017) 9 SCC 729 , wherein this Court held that the legislative policy was to minimise judicial intervention at the appointment stage. Supreme Court has held as follows: “31. Sub-Section (6-A) came up for consideration in Duro Felguera, S.A. vs. Gangavaram Port Ltd. (2017) 9 SCC 729 , wherein this Court held that the legislative policy was to minimise judicial intervention at the appointment stage. In an application under Section 11, the Court should only look into the existence of the arbitration agreement, before making the reference. Post the 2015 Amendment, all that the courts are required to examine is whether an arbitration agreement is in existence - nothing more, nothing less. “48. Section 11(6-A) added by the 2015 Amendment, reads as follows: “11. (6-A) The Supreme Court or, as the case may be, the High Court, while considering any application under sub-section (4) or sub-section (5) or sub-section (6), shall, notwithstanding any judgment, decree or order of any court, confine to the examination of the existence of an arbitration agreement.” (Emphasis supplied) From a reading of Section 11(6-A), the intention of the legislature is crystal clear i.e. the court should and need only look into one aspect—the existence of an arbitration agreement. What are the factors for deciding as to whether there is an arbitration agreement is the next question. The resolution to that is simple—it needs to be seen if the agreement contains a clause which provides for arbitration pertaining to the disputes which have arisen between the parties to the agreement. 59. The scope of the power under Section 11(6) of the 1996 Act was considerably wide in view of the decisions in SBP and Co. vs. Patel Engg. Ltd. (2005) 8 SCC 618 and National Insurance Co. Ltd. vs. Boghara Polyfab (P) Ltd. (2009) 1 SCC 267 : (2009) 1 SCC (Civ) 117. This position continued till the amendment brought about in 2015. After the amendment, all that the courts need to see is whether an arbitration agreement exists-nothing more, nothing less. The legislative policy and purpose is essentially to minimise the Court's intervention at the stage of appointing the arbitrator and this intention as incorporated in Section 11(6-A) ought to be respected.” 42. Finally, Supreme Court concluded as under: 34. In view of the legislative mandate contained in the amended Section 11(6-A), the Court is now required only to examine the existence of the arbitration agreement. Finally, Supreme Court concluded as under: 34. In view of the legislative mandate contained in the amended Section 11(6-A), the Court is now required only to examine the existence of the arbitration agreement. All other preliminary or threshold issues are left to be decided by the arbitrator under Section 16, which enshrines the kompetenz-kompetenz principle. The doctrine of kompetenz-kompetenz implies that the Arbitral Tribunal is empowered, and has the competence to rule on its own jurisdiction, including determination of all jurisdictional issues. This was intended to minimize judicial intervention at the pre-reference stage, so that the arbitral process is not thwarted at the threshold when a preliminary objection is raised by the parties. 43. Insofar respondent Nos. 2 and 3 are concerned, they are intrinsically connected with the dispute raised by the applicant against the LLP being a partner of the LLP and the LLP itself. Therefore, it is not open for them to contend that they should be kept out of arbitration. 44. For all the aforesaid reasons, Court holds that there is an arbitration agreement between the parties; there is a dispute between the parties; such dispute could not be resolved in terms of the LLP agreement dated 24.11.2016; therefore, the dispute is required to be referred to arbitration to be conducted by a sole arbitrator. 45. Accordingly, this Court appoints Justice A. Rajasheker Reddy, a former Judge of this Court, as the sole arbitrator to arbitrate on the dispute between the parties. Let the parties appear before the learned arbitrator on 06.07.2022 at 11.00 am, whereafter the learned arbitrator may proceed with the arbitration. Registry to furnish a copy of this order to the learned arbitrator. 46. This disposes of the arbitration application.