Judgment
O.M.P.(I) (COMM.) 383/2026 Page 1 of 6 $~43 * IN THE HIGH COURT OF DELHI AT NEW DELHI # CNR No. DLHC010413612026 + O.M.P.(I) (COMM.) 383/2026 & I.A. 24173/2026
IVY ENTERTAINMENT PRIVATE LIMITED
.....Petitioner Through:
Dr. Amit George, Mr. Dhiraj Mhetre, Ms. Shivani Sharma, Mr. Sanampreet Singh, Mr. Nikhil Singh and Ms.
Tanushree Gupta, Advocates.
versus
PRINCE PICTURES & ANR.
.....Respondents Through:
Mr. Pulkit Agarwal and Mr. Shubham, Advocates.
CORAM:
HON'BLE MR. JUSTICE TUSHAR RAO GEDELA
O R D E R %
09.09.2026 1.
This is a petition under Section 9 of the Arbitration and Conciliation Act, 1996, seeking the following prayers:
“a. pass an order of injunction restraining the Respondent, its distributors, sub-distributors, licensees, assigns, agents, representatives and/or any person acting for or on its behalf from releasing, exhibiting, distributing, broadcasting, streaming, telecasting and/or otherwise commercially exploiting the cinematograph film titled “Sardar 2”, presently scheduled for theatrical release on September 10, 2026, in any manner, mode, media or format whatsoever, unless and until the amounts due and payable to the Petitioner under the TRAA, Buy-Back Agreement and Film License Agreement, together with applicable GST and contractual interest, are paid and/or adequately secured to the satisfaction of this Hon’ble Court;
b. pass an order directing the Respondent to deposit with this Hon’ble Court and/or secure, in such manner as this Hon’ble Court may deem appropriate, the outstanding amount of Rs. INR 71,61,50,000/- (Indian National Rupees Seventy One Crores Sixty One Lakhs Fifty Thousand), together with applicable GST and contractual interest at the rate of 24% per annum, as applicable under the Agreements, from the respective due dates until payment, pending the arbitral proceedings between the parties;
c. pass an order directing the Respondent to deposit, and/or procure the This is a digitally signed order.
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O.M.P.(I) (COMM.) 383/2026 Page 2 of 6 deposit of, all revenues and receivables arising from the exploitation of the Buy-Back Rights into the Designated Account, including the receivables arising from the digital rights of the Film granted to Amazon and the Tamil and Telugu satellite rights of the Film granted to Sony, and restrain the Respondent from withdrawing, transferring, appropriating, diverting and/or otherwise dealing with such amounts otherwise than in accordance with the payment priority and cash-flow mechanism stipulated under the Agreements, until the Petitioner’s outstanding dues are paid and/or adequately secured;
d. pass an order restraining the Respondent from creating, or permitting to be created or subsist, any further mortgage, charge, lien, encumbrance, assignment, licence or third-party right or interest over the Buy-Back Rights and/or the Secured Rights, which is pari passu with or senior to, or otherwise inconsistent with, the Petitioner’s first-ranking lien/charge and payment priority under the Agreements, pending adjudication of the disputes between the parties;
e. pass an order directing the Respondent to disclose on affidavit complete particulars of all agreements, arrangements and transactions entered into in relation to the theatrical and non-theatrical exploitation of the Film, including the digital/OTT, satellite, music/audio, domestic and overseas theatrical rights, together with complete particulars of all amounts received and/or receivable thereunder, the respective due dates for receipt thereof and the bank account(s) into which such amounts have been or are proposed to be received;
f. pending hearing and final disposal of the present Petition, pass ad-interim orders in terms of prayer clauses (a) to (e) above;
g . pass such further and/or other order(s) as this Hon'ble Court may deem fit and proper in the facts and circumstances of the present case.”
2.
In terms of the order dated 03.09.2026 and at the instance of the learned counsel for the respondent, the parties were directed to convene a meeting so as to explore the possibility of settlement of the disputes.
3.
In terms thereof, Dr. George, learned counsel appearing for the petitioner, states that such endeavors have succeeded and joint proposal were exchanged between the parties. The joint proposal executed on 09.09.2026 enumerates the broad-based settlement terms which are enumerated hereunder:
“JOINT PROPOSAL ON BEHALF OF THE PARTIES
1. As per the Film Co-Production Agreement dated September 28, 2024 (“Co-Production Agreement”), executed between the Petitioner and Respondent No. 1, through Respondent No. 2 as its Proprietor, in relation to the Tamil language feature film titled ‘Sardar 2’ (“Film”), the This is a digitally signed order.
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O.M.P.(I) (COMM.) 383/2026 Page 3 of 6 Petitioner invested INR 59,00,00,000/- (Indian Rupees Fifty-Nine Crores only), plus applicable GST, and was assigned certain theatrical and non-theatrical rights in the Film. The Parties thereafter entered into the Theatrical Rights Assignment Agreement dated May 14, 2025 (“TRAA”) and the Settlement Agreement, Buy-Back Agreement and Film License Agreement, each dated March 31, 2026, which, together with the Co-Production Agreement and the TRAA, are collectively referred to as the “Existing Agreements”. In terms of the Existing Agreements, Respondents were liable to pay the Petitioner INR 20,00,00,000/- under the TRAA, INR 49,00,00,000/- under the Buy-Back Agreement and INR 7,60,00,000/- under the Film License Agreement. It was further agreed between the Parties that a default in relation to the payment, release or security obligations under any of the Existing Agreements would constitute a ‘Cross Default’ under the other Existing Agreements.
2. The Respondents failed to discharge their payment obligations under the Existing Agreements within the stipulated timelines and, having regard to the theatrical release and commercial exploitation of the Film, presently scheduled for September 10, 2026, the Petitioner instituted the present Petition. The Respondents have admitted their liability to pay an amount of INR 76,60,00,000/- (Indian Rupees Seventy-Six Crores Sixty Lakhs only) under the Existing Agreements along with applicable GST and interest at the rate of 21% per annum, calculated from September 10, 2026, until the date of actual payment and/or receipt by the Petitioner. In the interregnum, the Respondents have paid an aggregate amount of INR 21,34,50,000/- (Indian Rupees Twenty-One Crores Thirty-Four Lakhs and Fifty Thousand only) to the Petitioner towards the amounts payable under the Existing Agreements. Accordingly, out of the aggregate amount of INR 76,60,00,000/- (Indian Rupees Seventy-Six Crores Sixty Lakhs only) payable under the Existing Agreements, an amount of INR 55,25,50,000/- (Indian Rupees Fifty-Five Crores Twenty-Five Lakhs and Fifty Thousand only) (“Balance Consideration”) remains due and payable by the Respondents to the Petitioner.
3. Towards discharge of the Balance Consideration, the Parties have agreed that:
a. an amount of INR 34,25,00,000/- (Indian Rupees Thirty-Four Crores and Twenty-Five Lakhs only), being amounts receivable by Respondent No. 1 under the existing exploitation agreements entered into in relation to the Film, including the Main Video License Agreement with Amazon Seller Services Private Limited dated July 20, 2026, the License Agreement with Sony Pictures Networks India Private Limited dated August 17, 2026, the Copyright Assignment Agreement with Sony Music Entertainment India Private Limited dated August 11, 2023, the Assignment Agreement with Adwise Movies Private Limited dated September 05, 2026, and any other agreement(s) that may hereafter be executed by the Respondents in relation to the Film (“Third-Party Exploitation Agreements”), shall stand assigned towards the amounts payable to This is a digitally signed order.
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O.M.P.(I) (COMM.) 383/2026 Page 4 of 6 the Petitioner. All amounts payable under the Third-Party Exploitation Agreements shall be remitted directly into the bank account of Respondent No. 1 maintained with City Union Bank Limited, bearing Account No. 510909010418967, IFSC Code CIUB0000001;
b. an amount of INR 18,00,00,000/- (Indian Rupees Eighteen Crores only) shall be adjusted against the advance investment amounts payable by the Petitioner towards Respondent No. 1's future projects, namely ‘Per Sollum Pillai’ and the tentatively titled ‘Shiva’, starring Karthi, directed by Mohan Raja and with music by Hip Hop Adhi (“Future Projects”), for which the Parties shall execute separate film co-production agreements, which shall be read as part and parcel of this Joint Proposal; and
c. the Respondents undertake to pay the remaining amount of INR 2,50,50,000/- (Indian Rupees Two Crores Fifty Lakhs and Fifty Thousand only) to the Petitioner within 45 (forty-five) days from the date of execution of this Joint Proposal. The aforesaid payment of INR 2,50,50,000/- shall be secured by undated cheques to be handed over simultaneously with the execution of this Joint Proposal, which the Petitioner shall be entitled to present for encashment, without any further notice to the Respondents, on or after October 24, 2026, in the event the said amount remains unpaid.
4. The Parties further agree that the Petitioner’s investment in the Future Projects and the consequential adjustment of INR 18,00,00,000/- contemplated above shall be subject to receipt by the Petitioner of an aggregate amount of INR 24,35,00,000/- (Indian Rupees Twenty-Four Crores and Thirty-Five Lakhs only), against which the Petitioner has, as on date, received an amount of INR 21,84,50,000/- (Indian Rupees Twenty-One Crores Eighty-Four Lakhs and Fifty Thousand only) and the balance amount of INR 2,50,50,000/- shall be paid in the manner stipulated in paragraph (iii)(c) above.
5. The Parties further agree that any amount(s) due and payable to and/or received by the Petitioner from the Respondents, including any amounts payable under the Third-Party Exploitation Agreements, after September 10, 2026, shall attract interest at the rate of 21% (twenty-one percent) per annum, calculated from September 10, 2026 until the date of actual payment and/or receipt of such amount(s) by the Petitioner.
6. The Respondents further agree and undertake to deposit and/or pay the applicable GST and TDS in respect of all payments contemplated hereinabove within the applicable statutory timelines and provide the requisite proof thereof to the Petitioner. In the event the Respondents fail to deposit and/or pay any such GST and/or TDS within the applicable statutory timelines, the corresponding GST and/or TDS amount shall stand adjusted against the investment amounts otherwise payable by the This is a digitally signed order.
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O.M.P.(I) (COMM.) 383/2026 Page 5 of 6 Petitioner towards the Future Projects.
7. The Parties have also entered into a separate Settlement Agreement dated September 09, 2026, recording the detailed terms and conditions of the settlement arrived at between the Parties. The present Joint Proposal shall be read in conjunction with the said Settlement Agreement, and the Parties agree and undertake to remain bound by the terms thereof.
8. The Respondents hereby agree and undertake to strictly abide by and comply with the terms of the present Joint Proposal, and the undertakings recorded herein shall constitute undertakings given by the Respondents to this Hon’ble Court, breach whereof would amount to contempt of this Hon’ble Court.”
4.
The joint proposal dated 09.09.2026 alongwith documents annexed thereto is taken on record.
5.
In terms of the joint proposal, the parties also have executed a settlement agreement of the same date incorporating the terms of settlement.
6.
Dr. George, learned counsel for the petitioner and Mr. Agarwal, learned counsel for the respondent state that the said settlement agreement contains certain confidential clauses which may be redacted.
7.
The terms of the settlement agreement dated 09.09.2026 have been perused by this Court which appear to be lawful. They also appear to be within the contours of Order XXIII Rule 1 of the Code of Civil Procedure, 1908. The parties shall remain bound by the terms of settlement entered into.
8.
The said settlement agreement is taken on record.
9.
Having regard to the fact that the said settlement agreement contains confidentially clauses, the parties are permitted to place on record the unredacted copy of the said settlement agreement in a sealed cover which shall be maintained as such.
10.
The settlement agreement which shall otherwise be taken on record would be the redacted copy of the same redacting therein the Clauses 2, 3(b) (c), 4(b), 8 and 10 to 18.
11.
The redacted copy of the settlement agreement shall be taken on record This is a digitally signed order.
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O.M.P.(I) (COMM.) 383/2026 Page 6 of 6 alongwith the annexures appended thereto.
12.
In view thereof, the petition is disposed of in terms of the settlement agreement dated 09.09.2026 read with the joint proposal.
TUSHAR RAO GEDELA, J SEPTEMBER 9, 2026 yrj
This is a digitally signed order.
The authenticity of the order can be re-verified from Delhi High Court Order Portal by scanning the QR code shown above.
The Order is downloaded from the DHC Server on 16/09/2026 at 12:21:06