Referral Court limited to prima facie existence of arbitration agreement; substantive party status must be decided by Arbitral Tribunal.

The Petitioner filed a petition under Section 11 of the Arbitration and Conciliation Act, 1996, seeking the constitution of a three-member Arbitral Tribunal based on an EPC Agreement dated 31.03.2017

The original Agreement was between the Ministry of External Affairs (Respondent No. 1) and a Joint Venture ("JV") consisting of C&C Constructions Ltd ("C&C") and Engineering Projects (India) Ltd (Respondent No. 2)

Following insolvency proceedings, the Petitioner acquired the "interest in the joint ventures" held by C&C via a Sale Certificate dated 06.08.2024

Respondent No. 1 opposed the petition, asserting a lack of privity, arguing that the Sale Certificate transferred only assets and not contractual rights, and claiming the arbitration clause was unworkable due to Respondent No. 2's lack of consent

1. Whether a non-signatory asserting status as a "successor-in-interest" via a Sale Certificate can invoke an arbitration agreement under Section 11

2. Whether the Court, at the referral stage, should resolve complex disputes regarding privity, assignment of rights, and consent

The court applied Section 11(6-A) of the Arbitration and Conciliation Act, 1996, which confines judicial scrutiny to the "existence of an arbitration agreement"

It relied on the competence-competence doctrine under Section 16, empowering the Arbitral Tribunal to rule on its own jurisdiction

The court heavily cited Andhra Pradesh Power Generation Corporation Limited (APGENCO) v. Tecpro Systems Limited (2026) and Cox & Kings Ltd. v. SAP India (P) Ltd. (2024), which establish that at the referral stage, the court only performs a prima facie determination of whether a party is a "veritable party" or "successor," leaving detailed factual and legal inquiries to the Tribunal

The Court observed that while the Respondents contested the Petitioner's locus, the Agreement specifically included "successors and permitted assigns" within the definition of the "Constructor"

The Sale Certificate expressly transferred C&C’s "interest in the joint ventures" to the Petitioner

Applying the APGENCO precedent, the Court reasoned that conducting a "mini-trial" into whether the consortium continues to exist or whether consent was necessary would violate the principle of minimal judicial intervention

The Court found that the Petitioner had established a prima facie credible claim of being a successor-in-interest

Consequently, substantive objections regarding the validity of the invocation and the maintainability of claims after liquidation are matters to be determined by the Arbitral Tribunal under Section 16

It noted Respondent No. 1’s nomination of Justice (Retd.) Ajit Sinha and, since the Petitioner replaced the original JV partner, the Court nominated Justice (Retd.) K.R. Shriram on behalf of the "Constructor"

The two arbitrators were directed to appoint a Presiding Arbitrator

The Court held that all rights and contentions regarding jurisdiction and merits remain open for the Tribunal to decide