M/S Ramacivil India Construction Pvt Ltd Through Its Authorized Representative Director Sh R N Gupta vs Central Public Works Department Through Its Addl Director General

$~19 to 21
* IN THE HIGH COURT OF DELHI AT NEW DELHI
Date of decision: 19.02.2026
+ ARB.P. 1787/2025

M/S RAMACIVIL INDIA CONSTRUCTION PVT LTD
THROUGH ITS AUTHORIZED REPRESENTATIVE
DIRECTOR SH R N GUPTA .....Petitioner
Through: Mr. Anurag Ahluwalia, Sr.
Adv. with Mr. Avinash Trivedi,
Ms. Ritika Trivedi, Mr. Anurag
Kaushik, Mr. Rhythem Nagpal,
Mr. Jatin Arora, Mr. Rahul
Aggarwal, Mr. Rishank Gola &
Mr. Aryan Sangwan, Advs.

versus

CENTRAL PUBLIC WORKS DEPARTMENT THROUGH
ITS ADDL DIRECTOR GENERAL .....Respondent
Through: Mr. Vikram Jetly, CGSC with
Ms. Laavanya Kaushik, Ms.
Shreya Jetly & Ms. Khyaati
Bansal, Advs.
Mr. Sandeep Sharma, Sr. Adv.
with Mr. Praveen Kumar Jain,
Ms. Rashmi Kumari, Mr. Yash
Chauhan, Ms. Anchal Yadav &
Mr. Aditya Rathi, Advs.
alongwith Cmdr. Kesavan
Baskkaran, CAO, IIM Jammu
for R-2


20
+ O.M.P.(I) (COMM.) 447/2025

M/S RAMACIVIL INDIA CONSTRUCTION PVT LTD
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 1 of 19

THROUGH ITS AUTHORIZED REPRESENTATIVE
DIRECTOR SH R N GUPTA .....Petitioner
Through: Mr. Avinash Trivedi, Ms.
Ritika Trivedi, Mr. Anurag
Kaushik, Mr. Rhythem Nagpal,
Mr. Rahul Aggarwal, Mr.
Rishank Gola & Mr. Aryan
Sangwan, Advs.

versus

CENTRAL PUBLIC WORKS DEPARTMENT THROUGH
ITS ADDL DIRECTOR GENERAL .....Respondent
Through: Mr. Vikram Jetly, CGSC with
Ms. Laavanya Kaushik, Ms.
Shreya Jetly & Ms. Khyaati
Bansal, Advs.
Mr. Sandeep Sharma, Sr. Adv.
with Mr. Praveen Kumar Jain,
Ms. Rashmi Kumari, Mr. Yash
Chauhan, Ms. Anchal Yadav &
Mr. Aditya Rathi, Advs.
alongwith Cmdr. Kesavan
Baskkaran, CAO, IIM Jammu
for R-2


21
+ O.M.P.(I) (COMM.) 484/2025

M/S RAMACIVIL INDIA CONSTRUCTION PVT. LTD.
.....Petitioner
Through: Mr. Avinash Trivedi, Ms.
Ritika Trivedi, Mr. Anurag
Kaushik, Mr. Rhythem Nagpal,
Mr. Rahul Aggarwal, Mr.
Rishank Gola & Mr. Aryan
Sangwan, Advs.


Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 2 of 19

versus

CENTRAL PUBLIC WORKS DEPARTMENT
.....Respondent
Through: Mr. Vikram Jetly, CGSC with
Ms. Laavanya Kaushik, Ms.
Shreya Jetly & Ms. Khyaati
Bansal, Advs.
Mr. Sandeep Sharma, Sr. Adv.
with Mr. Praveen Kumar Jain,
Ms. Rashmi Kumari, Mr. Yash
Chauhan, Ms. Anchal Yadav &
Mr. Aditya Rathi, Advs.
alongwith Cmdr. Kesavan
Baskkaran, CAO, IIM Jammu
for R-2
CORAM:
HON'BLE MR. JUSTICE HARISH VAIDYANATHAN
SHANKAR

% JUDGEMENT (ORAL)
HARISH VAIDYANATHAN SHANKAR, J.

O.A. 42/2026 (Seeking setting aside of the order dt. 23.01.2026
passed by the Ld. Joint Registrar (Judicial)) in ARB.P. 1787/2025

O.A. 41/2026 (Seeking setting aside of the order dt. 23.01.2026
passed by the Ld. Joint Registrar (Judicial)) in O.M.P.(I)
(COMM.) 447/2025

O.A. 40/2026 (Seeking setting aside of the order dt. 23.01.2026
passed by the Ld. Joint Registrar (Judicial)) in O.M.P.(I)
(COMM.) 484/2025

1. The present Chamber Appeals, being O.A. 42/2026, O.A.
41/2026 and O.A. 40/2026, have been preferred under Rule 5, Chapter
II of the Delhi High Court (Original Side) Rules, 2018 read with
Section 151 of the Code of Civil Procedure, 1908.
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 3 of 19

2. The prayers in all the aforesaid Chamber Appeals are similarly
worded and, in substance, assail the separate Orders dated
1
23.01.2025 passed by the learned Joint Registrar (Judicial) of this
2
Court , whereby I.A. 30458/2025, I.A. 30390/2025 and I.A.
29997/2025 were allowed, resulting in the impleadment of the
Applicant therein, namely Indian Institute of Management,
3
Jammu , as a party to the proceedings under Sections 9 and 11 of the
4
Arbitration and Conciliation Act, 1996 .
3. It is an undisputed position that the underlying reasoning
adopted by the learned Joint Registrar in the separate Impugned
Orders, while allowing the respective IAs for adjudication, is
substantially identical.
4. Since the present batch of matters arises out of Orders of a
similar nature and raises common issues for consideration, for the sake
of convenience, brevity, and consistency, reference shall hereinafter
be made to the facts and particulars in O.A. 42/2026 in ARB.P.
1787/2025 , unless the context otherwise requires.
5. The challenge before this Court is founded on the premise that
no privity of contract exists between IIM Jammu and the Petitioner
herein.
6. Learned counsel appearing on behalf of the Petitioner submits
that although IIM Jammu may be the principal entity, it is the Central
5
Public Works Department that issued the tender in question,
pursuant to which the tender agreement came to be executed

1
Impugned Order(s)
2
Joint Registrar
3
IIM Jammu
4
Act
5
CPWD
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 4 of 19

exclusively between the Petitioner and CPWD. It is, therefore, urged
that no contractual privity exists between the Petitioner and IIM
Jammu so as to warrant its impleadment in the present proceedings.
7. Per contra , learned counsel appearing on behalf of IIM Jammu,
which stands impleaded by virtue of the Impugned Order, submits that
IIM Jammu constitutes a necessary and proper party to the present
Petition.
8. It is submitted that IIM Jammu is the principal entity in relation
to the project and that all payments towards the works executed by the
Petitioner emanate from IIM Jammu.
9. Learned Counsel for the IIM Jammu further submits that IIM
Jammu remains the ultimate beneficiary of the works executed and
plays a substantive role in the decision-making process governing the
execution of the project.
10. In support of the aforesaid contentions, attention of this Court is
drawn to the minutes of various meetings, which reflect that the said
meetings were chaired by the Director of IIM Jammu, thereby seeking
to demonstrate that a predominant role was played by IIM Jammu in
the overall execution of the project justifying its impleadment in the
present proceedings.
11. Reliance is also placed by the learned Counsel for IIM Jammu
upon the letter dated 19.11.2025 to contend that the Petitioner itself
sought the intervention and assistance of IIM Jammu for the resolution
of disputes that had arisen between the Petitioner and CPWD.
12. This Court has heard learned counsel appearing on behalf of the
parties and has carefully perused the material placed on record.
13. The rival submissions advanced before this Court raise a
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 5 of 19

question of considerable significance concerning the contours and
permissibility of arbitral participation by entities that are admittedly
non-signatories to the underlying agreement.
14. Upon a holistic consideration of the factual matrix, this Court is
of the considered view that IIM Jammu, in the present case, remains a
non-signatory to the contract which constitutes the subject matter of
the present lis . The agreements giving rise to the disputes stand
executed exclusively between the Petitioner and the CPWD.
15. The acceptance of the submission advanced on behalf of IIM
Jammu would entail far-reaching consequences. If the mere status of a
principal entity or project beneficiary were to suffice for impleadment,
virtually every arbitration arising out of layered or delegated public
works would witness the compulsory addition of principals at multiple
tiers, thereby unsettling the carefully structured regime of party
autonomy underlying the A&C Act.
16. It is a matter of common commercial practice, particularly in
governmental projects, that principal institutions entrust execution to
specialised agencies such as CPWD, which alone undertake the
tendering process and execute agreements with contractors.
Contractors, in turn, perform works and raise bills strictly within the
contractual framework entered into with the tendering authority. The
legal relationship is thus defined by the instrument executed and not
by the identity of the ultimate institutional beneficiary.
17. In the present case, IIM Jammu had entered into a
Memorandum of Understanding dated 09.03.2019 with CPWD for the
execution of construction works relating to its proposed campus.
18. Pursuant thereto, CPWD issued a tender acceptance letter dated
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 6 of 19

16.10.2020 for the construction and maintenance of the academic
block of the proposed IIM Jammu campus.
19. The disputes that have arisen emanate solely from the
agreement executed thereafter between the Petitioner and CPWD. The
arbitral clause invoked in the present proceedings finds its source only
in that agreement.
20. At the outset, it is necessary to bear in mind that the scheme of
the A&C Act proceeds on the foundation that each arbitration
agreement operates within the confines of the specific contract and the
parties thereto. Where disputes arise out of distinct agreements, even
if they may be factually connected, the Court, while exercising
jurisdiction under Section 11 of the A&C Act, is required to
independently examine the existence of an arbitration agreement in
respect of each such contract.
21. The statutory framework does not contemplate a composite or
omnibus arbitral reference merely on the basis of perceived
interlinkages between transactions. The law in this regard has also
been succinctly laid down by this Court in Arunachalam
Chandrasekharan and Ors v. Concept Capital Infra Project Pvt. Ltd
6
and Anr . , which reads as under:
“ 8. At the outset, it is apposite to note that the Hon’ble Supreme
Court in Duro Felguera, S.A. v. Gangavaram Port Ltd. has
categorically held that where parties have entered into multiple
independent contracts, each containing a separate arbitration
clause, a single arbitral tribunal cannot be constituted to adjudicate
disputes arising out of all such contracts. The Apex Court, while
considering the provisions of the Act, held that the Court’s
jurisdiction at the stage of appointment of an arbitrator is confined
to examining the existence of an arbitration agreement.

6
2026:DHC:1364
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 7 of 19

9. In that case, which concerned five separate contracts, each
dealing with distinct subject matters and containing independent
arbitration clauses, the Hon’ble Supreme Court held that there
could not be a “composite reference” or the constitution of a single
arbitral tribunal to adjudicate disputes arising under all such
contracts, notwithstanding any interconnection between them. The
relevant portion of Duro Felguera ( supra ) is extracted herein
under:
“ 22. On behalf of GPL, it was repeatedly urged that the
works are intrinsically connected, inseparable, integrated,
interlinked and that they are one composite contract and
that they were split up only on the request and
representations given by Duro Felguera and FGI. As
discussed earlier, as per amended provision Section 11(6-
A), the power of the Supreme Court or the High Court is
only to examine the existence of an arbitration agreement.
From the record, all that we could see are five separate
letters of award; five separate contracts; separate subject-
matters; separate and distinct work; each containing
separate arbitration clause signed by the respective parties
to the contract.
23. All the above five contracts awarded to Duro Felguera
and FGI have independent arbitration clauses. Mr Sunil
Gupta and Mr A.M. Singhvi, learned Senior Counsel have
taken us through the contract agreements in New Package
No. 4 awarded to M/s Duro Felguera and Package No. 6
(for sample) awarded to FGI and submitted that all the five
different contracts have independent arbitration clauses (in
sub-clause 20.6). In the contract New Package No. 4 there
is a header “Supply of bulk material handling equipments
and parts on F.O.B. basis”. Likewise, contract agreement
for Package No. 6 contains the header “Design,
manufacture, supply, installation, erection, testing
commissioning of bulk material handling equipments and
all other activities related therewith”. Various clauses in
the Original Package No. 4 TD were suitably modified and
incorporated in the split-up contract agreements. Sub-
clause 20.6 dealing with arbitration in the Original
Package No. 4 TD has been reproduced in New Package
No. 4 and other Packages Nos. 6 to 9. The contract for
New Package No. 4 which was entered into between M/s
Duro Felguera and GPL, also contains an arbitration
clause, which reads as under:

“ Sub-clause 20.6—Arbitration
Any dispute in respect of which amicable
settlement has not been reached within the
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 8 of 19

period stated in sub-clause 20.5, shall be
finally and conclusively settled by arbitration
under the Arbitration and Conciliation Act,
1996 by appointing two arbitrators one by
each party and a presiding arbitrator to be
appointed by the said arbitrators. Any such
arbitration proceeding shall be within the
exclusive jurisdiction of court of law at
Hyderabad, India. The place of arbitration
shall be Hyderabad and the language of
arbitration shall be English. The contractor
shall continue to attend to discharge all his
obligations under the contract during pendency
of the arbitration proceedings.”

38. The submission of GPL is that since reference to
Original Package No. 4 TD is made in MoU, the
arbitration clause is incorporated in the MoU and there has
to be a “ composite reference ” for settling the disputes
under different contracts by constitution of single Arbitral
Tribunal for dealing with the international commercial
arbitration. As discussed earlier, as per the amended
provision of sub-section (6-A) of Section 11, the power of
the court is only to examine the existence of arbitration
agreement. When there are five separate contracts each
having independent existence with separate arbitration
clauses, that is, New Package No. 4 (with foreign
company Duro Felguera) and Packages Nos. 6, 7, 8 and 9
[with Indian subsidiary (FGI)] based on MoU and
Corporate Guarantee, there cannot be a single Arbitral
Tribunal for “ international commercial arbitration ”.
(emphasis added)

10. The aforesaid proposition is not only judicially recognized but
is also embedded in the statutory framework of the Act.
11. This Court also takes note of Section 2(8) of the Act, which
contemplates a party to a specific arbitration agreement , as is
evident from the repeated reference to “an arbitration agreement”.
The statutory language makes it clear that the Act proceeds on the
basis of identifiable parties to a particular agreement. Section 2(8)
of the Act reads as follows:
“ 2. Definitions.-

(8) Where this Part-
(a) refers to the fact that the parties have agreed or that
they may agree, or
(b) in any other way refers to an agreement of the parties,”
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 9 of 19

….”

12. Further, Section 7 of the Act defines an “arbitration agreement”
as an agreement between the parties to submit to arbitration
disputes that have arisen or may arise between them in respect of a
defined legal relationship. It also mandates that such an agreement
must be in writing and may either be in the form of an arbitration
clause in a contract or a separate agreement. The emphasis
throughout the provision is on “an agreement” between specific
parties concerning a defined legal relationship. Section 7 of the Act
is reproduced hereunder:
“ 7. Arbitration agreement .- (1) In this Part, “arbitration
agreement” means an agreement by the parties to submit
to arbitration all or certain disputes which have arisen or
which may arise between them in respect of a defined
legal relationship, whether contractual or not.
(2) An arbitration agreement may be in the form of an
arbitration clause in a contract or in the form of a separate
agreement.
(3) An arbitration agreement shall be in writing.
(4) An arbitration agreement is in writing if it is contained
in—
(a) a document signed by the parties;
(b) an exchange of letters, telex, telegrams or other means
of telecommunication which provide a record of the
agreement; or
(c) an exchange of statements of claim and defence in
which the existence of the agreement is alleged by one
party and not denied by the other. (5) The reference in a
contract to a document containing an arbitration clause
constitutes an arbitration agreement if the contract is in
writing and the reference is such as to make that
arbitration clause part of the contract. ”
(emphasis supplied)

13. A plain reading of Section 7(1) of the Act makes it abundantly
clear that the statute contemplates “ an agreement ” between “the
parties” to that particular agreement to submit disputes to
arbitration. The expression necessarily refers to the parties of a
particular agreement governing a defined legal relationship. Such
parties are bound in respect of that agreement alone. The provision
does not envisage the consolidation of numerous independent
agreements executed by different parties into a single arbitral
reference. However, the manner in which the present Petition has
been instituted, by clubbing together disputes arising out of
multiple, distinct agreements, effectively seeks to create a form of
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 10 of 19

class-action proceeding, which is alien to the scheme of Section 11
of the Act.
14. This Court also takes note of Section 11(6A) of the Act, which
mandates that while considering an application for appointment of
an arbitrator, the Supreme Court or the High Court shall confine
itself to the examination of the existence of “an arbitration
agreement”. Section 11(6A) of the Act reads as follows:
“11. Appointment of arbitrators.-

(6A) 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)

15. A careful perusal of Section 11(6A) indicates that the
legislative intent is to restrict the Court’s scrutiny to the existence
of “ an arbitration agreement ” between “the parties” to that
particular agreement before it. The use of the singular expression
reinforces the position that the Court must examine each
arbitration agreement independently. This statutory limitation
effectively undermines the Petitioners’ contention that a composite
petition, founded upon multiple separate agreements, is
maintainable.”
(emphasis supplied)

22. In the present case, therefore, the adjudicatory exercise must
remain anchored to the particular agreement which binds the parties to
arbitration, and cannot be expanded so as to encompass entities or
arrangements falling outside the scope of that defined legal
relationship.
23. The Impugned Order passed by the learned Joint Registrar in
the present case proceeds on the premise that IIM Jammu, being the
ultimate beneficiary and funding authority, deserves impleadment.
The relevant extracts of the Impugned Order have been reproduced
hereinbelow:
“ 28. On perusal of law laid down in aforesaid judgments and on
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 11 of 19

applying the same to the facts and circumstances of the case in
hand, I am of the considered view that applicant/IIM Jammu is
entitled of being impleaded as a party in the present matter as the
premises in question have been constructed for applicant/IIM
Jammu. Applicant/IIM Jammu is beneficiary of the premises in
question and all the payment for construction of premises has been
made/is to be made by IIM/Jammu. Applicant/IIM Jammu is the
ultimate beneficiary/sufferer of all the acts/omissions of petitioner.
Applicant/IIM Jammu has supervised the entire construction
process and has been involved in day-to-day affairs/decisions with
respect to construction of premises in question. Para/Clause 36.0
(page no. 115) of Notice inviting tender gives applicant/IIM
Jammu the power to do so. Applicant/IIM Jammu had played
active role in performance of the Contract/Agreement in question.
29. It is also a matter of record that the petitioner itself had written
letter to Director as well as other Board Members of IIM Jammu to
intervene and mediate when disputes arose between petitioner and
respondent.
30. Respondent/CPWD was acting as an agent of applicant/IIM
Jammu and presence of applicant/IIM Jammu is very much
essential and required for the complete and effective adjudication
of the dispute between parties. Though IIM Jammu is not signatory
to the Arbitration Agreement but the positive, direct and substantial
involvement of applicant/IIM Jammu in fulfilling the terms and
conditions of notice inviting tender etc. establishes its role as
necessary party to the dispute.”

24. As is evident from the reasoning adopted by the learned Joint
Registrar, impleadment has been permitted primarily on the ground
that IIM Jammu stands to benefit from the works and has supervised
certain aspects of execution.
25. This Court is unable to accept that the status of an “ultimate
beneficiary” can constitute the governing test for impleadment in
arbitral proceedings. Arbitration, being consensual in nature, cannot
be expanded to include entities solely because they derive indirect
advantage or bear institutional interest in the project. The law in this
regard has been succinctly laid down by the Hon’ble Supreme Court
in Hindustan Petroleum Corporation Ltd. v. BCL Secure Premises
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 12 of 19

7
Pvt. Ltd . , which reads as under:
“ 24. The scope of jurisdiction of the referral court hearing a
Section 11-Petition when faced with an issue of joinder of a non-
signatory to the arbitration agreement has been lucidly set out by
the five-judge Bench of this Court in Cox and Kings
1
Limited v. Sap India Private Limited . Though said in the context
of considering the Group of Companies doctrine, the said judgment
has a great bearing for the present case. This Court, speaking
through Chief Justice D.Y. Chandrachud, held as under:—
“84. It is presumed that the formal signatories to an
arbitration agreement are parties who will be bound by it.
However, in exceptional cases persons or entities who
have not signed or formally assented to a written
arbitration agreement or the underlying contract
containing the arbitration agreement may be held to be
bound by such agreement. As mentioned in the preceding
paragraphs, the doctrine of privity limits the imposition of
rights and liabilities on third parties to a contract.
Generally, only the parties to an arbitration agreement can
be subject to the full effects of the agreement in terms of
the reliefs and remedies because they consented to be
bound by the arbitration agreement. Therefore, the
decisive question before the Courts or tribunals is whether
a non-signatory consented to be bound by the arbitration
agreement. To determine whether a non-signatory is
bound by an arbitration agreement, the Courts and
tribunals apply typical principles of contract law and
corporate law. The legal doctrines provide a framework
for evaluating the specific contractual language and the
factual settings to determine the intentions of the parties to
be bound by the arbitration agreement. [Gary
Born, International Arbitration Law and Practice ,
rd
(3 Edn., 2021) at p. 1531.]
101. A formalistic construction of an arbitration
agreement would suggest that the decision of a party to not
sign an arbitration agreement should be construed to mean
that the mutual intention of the parties was to exclude that
party from the ambit of the arbitration agreement. Indeed,
corporate entities have the commercial and contractual
freedom to structure their businesses in a manner to limit
their liability. However, there have been situations where a
corporate entity deliberately made an effort to be not
bound by the underlying contract containing the
arbitration agreement, but was actively involved in the

7
2025 SCC OnLine SC 2746
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 13 of 19

negotiation and performance of the contract. The level of
the non-signatory party's involvement was to the
extent of making the other party believe that it was a
veritable party to the contract, and the arbitration
agreement contained under it. Therefore, the Group of
Companies doctrine is applied to ascertain the
intentions of the parties by analysing the factual
circumstances surrounding the contractual
arrangements . [Gary Born, International Arbitration Law
rd
and Practice , (3 Edn., 2021) at p. 1568.]
126. Evaluating the involvement of the non-signatory
party in the negotiation, performance, or termination of a
contract is an important factor for a number of
reasons. First, by being actively involved in the
performance of a contract, a non-signatory may create
an appearance that it is a veritable party to the
contract containing the arbitration agreement; second,
the conduct of the non-signatory may be in harmony
with the conduct of the other members of the group,
leading the other party to legitimately believe that the
non-signatory was a veritable party to the contract;
and third, the other party has legitimate reasons to rely
on the appearance created by the non-signatory party
so as to bind it to the arbitration agreement.
169. In case of joinder of non-signatory parties to an
arbitration agreement, the following two scenarios will
prominently emerge: first, where a signatory party to an
arbitration agreement seeks joinder of a non-signatory
party to the arbitration agreement; and second, where a
non-signatory party itself seeks invocation of an
arbitration agreement. In both the scenarios, the referral
court will be required to prima facie rule on the
existence of the arbitration agreement and whether the
non-signatory is a veritable party to the arbitration
agreement. In view of the complexity of such a
determination, the referral court should leave it for the
Arbitral Tribunal to decide whether the non-signatory
party is indeed a party to the arbitration agreement on
the basis of the factual evidence and application of
legal doctrine . The Tribunal can delve into the factual,
circumstantial, and legal aspects of the matter to decide
whether its jurisdiction extends to the non-signatory party.
In the process, the Tribunal should comply with the
requirements of principles of natural justice such as giving
opportunity to the non-signatory to raise objections with
regard to the jurisdiction of the Arbitral Tribunal. This
interpretation also gives true effect to the doctrine of
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 14 of 19

competence-competence by leaving the issue of
determination of true parties to an arbitration agreement to
be decided by the Arbitral Tribunal under Section 16.
170.12. At the referral stage, the referral court should
leave it for the Arbitral Tribunal to decide whether the
non-signatory is bound by the arbitration agreement.”
( Emphasis supplied )
25. A careful reading of the above passage reveals that the referral
court should be prima facie satisfied that there exists an arbitration
agreement and as to whether the non-signatory is a veritable party.
It further holds that even if the referral court prima facie arrives at
the satisfaction that the non-signatory is a veritable party, the
Arbitral Tribunal is not denuded of its jurisdiction to decide
whether the non-signatory is indeed a party to the arbitration
agreement on the basis of factual evidence and application of legal
doctrine. The Court further reinforces this proposition by holding
that as to whether the non-signatory is bound would be for the
Arbitral Tribunal to decide.
*
39. It will be apt to refer to the judgment of this Court in Khardah
6
Company Limited v. Raymon & Co. wherein this Court held as
under:—
“The law of the subject is well settled and might be
stated in simple terms. An assignment of a contract might
result by transfer either of the rights or of the obligations
thereunder. But there is a well-recognised distinction
between these two classes of assignments. As a rule
obligations under a contract cannot be assigned except
with the consent of the promise, and when such consent is
given, it is really a novation resulting in substitution of
liabilities. On the other hand rights under a contract are
assignable unless the contract is personal in its nature the
rights are incapable of assignment either under the law or
under an agreement between the parties.”
(emphasis supplied)

26. This Court is of the considered view that the reasoning adopted
by the learned Joint Registrar would produce anomalous
consequences. In complex infrastructure projects, multiple
stakeholders may exist across several institutional layers. If all
beneficiaries were to be treated as necessary parties, arbitral
proceedings would lose their consensual character and be transformed
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 15 of 19

into sprawling multi-party disputes divorced from the contractual
foundation of arbitration law.
27. The Impugned Order further places reliance upon the alleged
supervisory role attributed to IIM Jammu and its stated involvement in
day-to-day decision-making processes. In support of this conclusion,
reliance has been placed on Clause 36 of Part-B (Civil Works) of the
Notice Inviting Tender No. 02/NIT/CE cum ED/JPZ/2020-21, which
reads as follows:
“ 36.0 Quality Assurance : Quality of work is of paramount
importance. Contractor will be required to engage well-
experienced supervisors, engineers, skilled labour and deploy
modern T&P and other equipments to execute the work in a time
bound manner. Many items like exposed finish form work,
specialized flooring work, factory made door- window shutters,
proper slope maintaining in toilet units, sanitary- water supply
installation, textured finishing, aluminium and glass work and
water proofing treatment will specially require engagement of
skilled workers having experience particularly in execution of such
items.
The contractor shall ensure quality construction in a planned and
time bound manner. Any substandard material / work beyond set
out tolerance limit shall be summarily rejected by the Engineer-in-
Charge & contractor shall be bound to replace / remove such sub-
standard / defective work immediately. If any material, even
though approved by Engineer -in-Charge is found defective or not
conforming to specifications shall be replaced / removed by the
contractor at his own risk & cost.
In addition to the supervision of work by CPWD engineers, the
Consultants / third party quality assurance representatives / Quality
Assurance of CPWD and IIM Jammu representatives shall also be
carrying out regular and periodic inspections of the on-going
activities in the work and deficiencies, shortcomings, inferior
workmanship pointed out by them shall be communicated by
CPWD engineers to the contractor. Upon receipt of instructions
from Engineer -in-Charge these are also to be made good by
necessary improvement, rectification, replacement upto his
complete satisfaction. Special attention shall be paid towards line
and level of internal and external plastering, exposed smooth
surface of RCC members by providing fresh shuttering plates,
rubberized linings to all the shuttering joints, accurate joinery work
in wooden doors and windows, thinnest joints in stone/ tiling /
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 16 of 19

cladding work, non-hollowness in floor and dado tiles work,
protection of scratches over flooring by impounding layer of
Plaster of Paris, water tight pipe linings, absence of hollow vertical
joints in brick masonry, proper compaction of filled up earth and
up keeping of quality assurance shall be of paramount importance.
It is proposed to have monthly meeting having CPWD officers,
IIM officials, Third party consultant of CPWD/IIM, consultant of
EPC contractor etc. for progress review. The progress of the work
shall be captured using Drone mounted camera. The entire battery
limit and path to be constructed along the boundary wall shall be
video graphed and still pictures captured for the purpose of
progress review on monthly basis after the planning period of
Three months is over. The approvals required for drone operation,
if any, shall be obtained by the EPC contractor from the concerned
department(s).”
(emphasis supplied)

28. A careful reading of Clause 36 reveals that while
representatives of IIM Jammu were entitled to participate in quality
assurance inspections, any observations made by them were required
to be communicated through CPWD engineers. The clause preserves a
clear structural demarcation between the executing authority and the
principal institution.
29. The contractual framework thus recognises CPWD as the nodal
authority responsible for supervision, communication and contractual
enforcement vis-à-vis the contractor. The role envisaged for IIM
Jammu remains advisory and supervisory in a limited sense, and does
not translate into contractual control or privity.
30. Acceptance of the reasoning adopted in the Impugned Order
would effectively rewrite the contractual architecture by permitting
IIM Jammu to assume a direct supervisory and contractual role
inconsistent with the express terms of the agreement itself. Such an
interpretation cannot be sustained.
31. As regards the reliance placed upon the letter dated 19.11.2025
Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 17 of 19

addressed by the Petitioner to the Director of IIM Jammu, this Court
finds that the said communication merely reflects an attempt by the
Petitioner to seek the Institute’s assistance in resolving disputes with
CPWD. In the considered view of this Court, the said letter, at its
highest, evidences only a request for intervention or facilitation. It
cannot be construed to confer upon IIM Jammu the legal status of a
contracting party or a party to the arbitration agreement.
32. Further, the Impugned Order records a finding of “positive,
direct and substantial involvement” of IIM Jammu; however, the
reasoning underlying such a conclusion remains conspicuously absent.
The conclusion appears to rest on broad generalisations rather than a
demonstrable analysis of contractual rights and obligations.
33. In view of the aforesaid discussion, this Court is of the
considered opinion that the Impugned Orders passed by the learned
Judicial Registrar in all three Chamber Appeals suffer from
fundamental errors. The reasoning adopted therein overlooks the
settled position of law that arbitration is founded upon consent and
that a party can be subjected to arbitral proceedings only if it is bound
by the arbitration agreement. In the absence of privity of contract
between the Petitioner and IIM Jammu, and there being no material to
demonstrate that the said entity is a signatory to, or otherwise bound
by, the arbitration agreement, its impleadment is legally unsustainable.
34. Accordingly, all three Chamber Appeals are allowed, and the
separate Impugned Orders dated 23.01.2025 passed in I.A.
30458/2025, I.A. 30390/2025, and I.A. 29997/2025 are set aside.
35. The listing before the learned Joint Registrar on 02.03.2026
stands cancelled.

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 18 of 19

ARB.P. 1787/2025, O.M.P.(I) (COMM.) 447/202, O.M.P.(I)
(COMM.) 484/2025

36. List the matters on the date already fixed, i.e., 18.03.2026.
37. A photocopy of this order shall be placed on the record of the
connected matters.


HARISH VAIDYANATHAN SHANKAR, J.
FEBRUARY 19, 2026/ v/kr

Signature Not Verified
Digitally Signed
By:HARVINDER KAUR
BHATIA
Signing Date:24.02.2026
15:12:05
ARB.P. 1787/2025 & connected matters Page 19 of 19