### Referral Court Must Limit Limitation Inquiry to Section 11 Application Validity, Leaving Claim-Bar Issues for Arbitration

The Applicant entered into a Share Purchase Agreement (SPA) with the Respondents on December 8, 2007.

Disputes arose regarding "Conditions Subsequent" (clauses 8.5 and 8.5.1) concerning corporate restructuring, leading to a 2009 arbitration invocation.

An Award was passed on June 6, 2013, dismissing the Applicant’s claims on the grounds that the clauses were illegal.

On March 27, 2019, the High Court set aside the Award under Section 34, a decision later upheld by the Division Bench (Section 37) on February 2, 2023, and the Supreme Court on April 10, 2023.

The Applicant issued a fresh Section 21 notice on November 25, 2025, and subsequently filed this Section 11(6) application for the appointment of a new tribunal.

The Court applied Section 11(6) and Section 43(4) of the Arbitration and Conciliation Act, 1996, which provides for the exclusion of time spent in previous arbitral proceedings when an award is set aside.

It relied on Article 137 of the Limitation Act, 1963, for the three-year residency of the application itself.

The Court followed the precedents of *SBI General Insurance Co. Ltd. v. Krish Spinning* and *In Re: Interplay Between Arbitration Agreements*, establishing that the referral court’s remit is limited to the existence of the agreement and the limitation of the Section 11 application itself, leaving substantive claim limitation to the tribunal.

The Court distinguished between the "first aspect of limitation" (the substantive claim) and the "second aspect of limitation" (the Section 11 application).

Regarding the second aspect, the Court found the application timely because it was filed within three years of the Section 21 invocation notice dated November 25, 2025.

Regarding the first aspect, the Court noted that under Section 43(4), the time from the first 2009 invocation until the final court order setting aside the award is excluded from the limitation period for the claim.

Following the "hands-off" approach mandated in *SBI General Insurance*, the Court determined that it cannot conduct an intricate evidentiary inquiry into whether the claim is "dead wood" or "time-barred."

Such jurisdictional and limitation questions must be determined by the Arbitral Tribunal as preliminary issues.

The Court appointed Mr. Justice S.V. Gangapurwala (Retd.) as the sole arbitrator.

It expressly directed that all rights and contentions, specifically the issue of whether the underlying claims are time-barred, are left open for the Arbitral Tribunal to decide.