Pen India Private Limited vs S.Chandraprakash Jain And Others

N. Senthilkumar, J

Mr.Vijay Narayan and Mr.ARL.Sundaresan, learned Senior counsels appearing for the applicant-Pen India Private Limtied in the Impleading Application in Arb.Appl.No.1463 of 2025, seek permission of this court to get impleaded and to vacate the interim injunction ordered by this court dated..12.11.2025 in Arbitration No.1463 of 2025.

This Impleading Petition is ordered as prayed for. Pen India Private in Arb. Appln. No.1463 of 2025 Limited shall be impleaded as 3rd respondent in Arb.Appln.No.1463 of 2025.

The contentions advanced by Mr.Vijay Narayan, learned Senior counsel appearing for the newly impleaded respondent/Respondent No.3 are as follows:-

(A) The applicant who is a Financier for the movie “Kumki 2” entered into an agreement viz., Film Line-Production and Direction Agreement dated 10.06.2017 with GOD pictures, Proprietor viz., Prabhu Solomon who is the Director of film Kumki 2.

(B) In the Finance Agreement dated 25.07.2018 entered into between the 1st respondent viz., M/s.GOD Pictures rep by its Proprietor and Director Prabhu Solomon and the applicant viz., Chandraprakash Jain [Applicant in Arb.Appl.No.1463/2025], the 1st respondent has stated that he is the Director and Producer of the Movie Kumki 2 (Production No.3) which is found in the typed set of papers filed in the application. In the said agreement, the 1st respondent in clause 13 had invoked the clause of in Arb. Appln. No.1463 of 2025 referring any dispute arising from and out of the said agreement to arbitration under a sole arbitrator to be mutually appointed under the Arbitration and Conciliation Act, 1996 and the venue of arbitration is fixed at Chennai. Therefore, a Personal Guarantee was given by the 1st respondent -Prabhu Solomon, Director, on behalf of GOD Pictures Director, who is the 2nd respondent in Arb.App.No.1463 of 2025.

The personal guarantee executed by the 2nd respondent acknowledges that the agreement may be amended from time to time by the parties thereto without recourse to him and was agreed that no such amendment shall release the Guarantor from his liability under the Guarantee either in whole or in part.

(C) Based on such guarantee given by the 1st respondent and thereafter, by a letter dated 17.12.2020 issued by the 1st respondent in favour of the applicant in Arb.Appl.No.1463 of 2025 viz., Chandraprakash Jain, a sum of Rs.1,50,00,000/- was advanced. Thereafter on 15.04.2023, the applicant -Film producer and financier addressed a letter to the 1st respondent Prabhu Solomon, informing that based on a mutual agreement entered into between them, a sum of Rs.1,50,00,000/- was paid to the 1st respondent. Again, by a letter dated 18.04.2023, the 1st respondent addressed to the applicant and reiterated that he will settle the amount as agreed between them before the release the movie Kumki 2 and that he will settle the amount as agreed and further assure that without settling the dues, he will not release the movie nor allow anyone to release the movie prior to settling the dues.

(D) Based on the above communications, the advertisement came to be published on November 5, 2024 that Kumki 2 will be released on November 14, 2025.

(E) It is further represented that Jayantilal V.Gada is the Chairman and Managing Director for Pen India Limited and advertised for release on November 14, 2025 world wide. The said advertisement would go to show that 9 days to go for release of Kumki 2.

(F) Mr.Vijaya Narayan and Mr.ARL.Sundaresan, learned senior counsels contended that the 1st respondent was made to believe that the applicant who is the Director and producer of the movie, received a sum of Rs.1,50,00,000/- by way of various arrangements and settlements are due between the applicant and the 1st respondent.

(G) Learned Senior counsel further submitted that on 10.06.2017, an agreement was entered into between the PEN India Limited who are the producers of the film (Impleading applicant) and GOD Pictures/1st respondent. In the said agreement, in Clause 2, the 1st respondent was referred as GP/Director/Line-Producer. Mr.Vijay Narayan, learned Senior counsel explained to the court that Line-Producer will coordinate and facilitate all the arrangements for the smooth shooting of the film and so the term is classified as Line-Producer.

(H) In the said agreement dated 10.06.2017, the producer in Clause 5 has specifically state that PEN is the sole Producer of the Film and will hold all rights in the Film to be produced hereunder and will be the author thereof and first owner of copyright therein. GP (God Pictures) will carry out the line-production for the Film for Pen and will direct the Film. GP will have no rights in the Film whatsoever, except the right to receive remuneration for its services as Line Producer and Director for the Film, as provided herein.

(I) Learned Senior counsel further pointed out that as per the agreement, in Clause 5 speaks about Intellectual Property Rights stating that the Film shall be owned solely by Pen and Pen shall be the sole owner of the Intellectual Property Rights and all other Rights, including underlying rights in the Film and all future rights as the author of the Film and the first owner of copyright therein in perpetuity throughout the world.

(J) The learned Senior counsel would further point out that under Clause 3 Direction and Production Services, under sub-clause 3.3, 3.4 and 3.5, it is stated that GP hereby agrees that PEN shall have a right to appoint one Executive Producer (“Pen EP”) on the Film and the EP shall at all times have access to the sets. The said agreement was signed by Jayantilal Gada For PEN and by Prabu Solomon Producer for GP.

(K) In the above said agreement, First amendment agreement was entered into with the producer Pen India Limited and the 1st respondent GOD Pictures and further the impleading applicant Pen India Limited is the Producers of the film.

(L) The learned senior counsel further contended that the Censor Certificate was issued to film Kumki 2 for which application was filed by M/s.PEN India Limited, Mumbai and Censor Certificate was issued on 20.06.2025. The production from thereafter only reflects the name of the producer viz.,PEN India Pvt Ltd, Mumbai.

(M) The learned senior counsel pointed out that when the Censor certificate was issued in the name of PEN India Limited, which is the important factor for the film, it is clear that the impleaded applicant is the producer of the film and the certificate reflects the name of the impleading applicant only. When the Producers name reflected in the Censor Certificate, any other claim or issues are to be adjudicated before the Arbitration Authority at the time of Arbitration Proceedings.

Mr.Abudu Kumar Rajartnam, learned Senior counsel for the applicant in Arb.App.No.1463 of 2025 submits that everything emanated only from 2nd respondent who had entered into agreement with the applicant -Chandraprakash Jain on 25.07.2018, where he has projected himself as Producer/Director for the Film and thereby, the applicant parted Rs.1,50,00,000/- with 24% interest and thereafter, a Personal Guarantee was given by the 2nd respondent-GOD Pictures. Based on the said Personal Guarantee, Gemini FX, the 2nd respondent in Arb.App.1463 of 2025 communicated a letter to Applicant (Chandraprakash Jain) dated 23.07.2018 with reference to Kumki 2 (Production No.3). The contents of the said letter is as follows:-

“ We are in receipt of a letter dated 23/07/2018 from M/s.God Pictures .........................informing us therein that they have entered into a finance arrangement with you by creating the first and paramount charge over Negatives (both Picture and Sound) of the above film with Commercial, Theatrical exhibition rights throughout the World including India in all dimensions of Scope, 35mm, 16mm, 8 mm, Audio, Video, VCD, DVD, DTH, LCD, LD, CD, Cable TV, Internet, SMS (audio and video messaging), portal, terrestrial, airborne, sea, surface, railborne, transport, telephony, mobile phone, Blueray, satelite broadcasing, Doordarshan channels, electronic and electric media rights and remaking and dubbing rights in all other languages as security in your favour.

Therefore they thereby have irrevocably requested us to confirm the above charges in your favour and also to confirm.

.....

We hereby confirm that we have made a note of the above and would act accordingly. However, this confirmation is subject to our first and paramount charge and possessory lien with absolute rights of alienation over the Negatives, Positives including all Broadcasting Rights......

.........”

Based on the above letter dated 23.07.2018, the applicant claimed that the assurance given by the 2nd respondent-GOD Pictures should repay the amount with interest and that unless repayment of the loan is forthcoming, he will ensure that the movie will not be released.

Mr.P.V.Balasubramanian, learned Senior counsel for the 2nd respondent-M/s.GOD Pictures contended that firstly, the documents relied on by the Applicant is disputed. Secondly, the agreement dated 25.07.2018 entered into between the applicant and the 2nd respondent and also the Personal Guarantee dated 25.07.2018 and the letters of correspondence between the applicant and the 2nd respondent dated 17.12.2020, 15.04.2023, 18.04.2023 are also disputed. He would further contend that as the dispute is raised with regard to agreement entered into between the applicant and the 2nd respondent with regard to false claim made by the applicant saying that 1,50,00,000/- is parted only at the instance of the 1st respondent and based on the Personal Guarantee entered into between them, the said amount was given to the 1st respondent in the capacity of the Director and producer of the said movie.

Mr.P.V.Balasubramanian, learned Senior counsel for the 2nd respondent/GOD Pictures further contended that there is no necessity for him to enter into the agreement with the applicant when the entire movie is financed by the proposed impleaded applicant viz., Pen India Limited. The 1st respondent has not disputed the agreement dated 10.06.2017 who is the Producer of the Film Kumki 2 and coupled with the fact that the Censor Certificate stands in the name of the Producer Pen India Limited. The learned Senior counsel would further state that the above said disputed facts are to be proved only during arbitral proceedings.

Heard the submissions made on both sides and perused the records.

The 1st respondent, without going into the agreement dated 10.06.2017 entered into between him and the Pen India Limited (now impleaded 3rd respondent) disputed the agreements entered into with applicant. In such circumstances, this court, by order dated 12.11.2025 in the Arb.Application moved by the applicant granted interim injunction from distributing and release the movie “Kumki 2.” Therefore, the 2nd respondent-M/s.GOD Pictures shall deposit a sum of Rs.1,00,00,000/-[Rupees One crore only] to the credit of Arbitration Application No.1463 of 2025 before the Registry, within three weeks from today.

The 2nd Respondent specifically admitted that he has entered into agreement with the impleaded applicant producer viz., Pen India Limited\ impleaded 3rd respondent in Arb.App. dated 10.06.2017 and also admitted that the movie was about to be released on 14.11.2025.

Mr.Abudu Kumar Rajaratnam, learned Senior Counsel and Mr.M.Suresh, are concerned only in respect of the pending payment issue with regard to the 1st respondent.

Further, the 2nd respondent-GOD Pictures had written a letter dated 23.07.2018 to the 3rd respondent-Gemini stating that he had received payment from the Financier (Applicant) and therefore, the Negative rights will be withheld by him.

It is made clear, that the Producer viz., the newly impleaded 3rd respondent is the Producer of the film Kumki 2 and the Censor Certificate also stands in the name of the said producer viz., Pen India Private Limited (Respondent No.3). Therefore, the impleaded 3rd respondent-PEN India Private Limited shall not give effect to the letter dated 23.07.2018 given by the 1st respondent-Chandraprakash Jain.

In the light of the above observations, I am of the considered view that there is no impediment for the release of the said movie.

Post the Arbitration Application for hearing on 08.12.2025.