Section 11 court may refer non-signatories to arbitration while reserving final jurisdictional determination for the arbitral tribunal.

The Petitioner extended financial facilities to Respondent No. 1 (BPL Ltd.) under a Facility Agreement containing an arbitration clause. Prior disputes resulted in an Arbitral Award (14.12.2016) in favor of the Petitioner for over Rs. 1321 crores, which attained finality after Supreme Court dismissal on 04.12.2025

During the pendency of Supreme Court proceedings, the promoters (Respondents No. 2 & 3) pledged their shares in Respondent No. 1 to Respondent No. 4 to secure a loan of Rs. 96 crores, which was then used by Respondent No. 1 to comply with a court-ordered deposit

The Petitioner alleged these transactions violated Clause 6 of the Facility Agreement, which prohibits encumbering assets or transferring promoter shares without prior consent while dues are outstanding

The Petitioner sought interim protection under Section 9 and the appointment of a sole arbitrator under Section 11 of the A&C Act for this fresh dispute

1. Whether subsequent transactions (pledging of shares and encumbrance of assets) following a final arbitral award constitute a fresh arbitrable dispute or are merely matters of execution

2. Whether non-signatory promoters (Respondents No. 2 & 3) and a third-party pledgee (Respondent No. 4) can be impleaded in the arbitration proceedings

3. Whether the court should grant interim measures to restrain the disposal or encumbrance of assets pending the new arbitration

The court applied Section 9 of the Arbitration and Conciliation Act, 1996, regarding interim measures, emphasizing that the court must ensure the arbitral process is not frustrated

It relied on ArcelorMittal Nippon Steel (India) Ltd. v. Essar Bulk Terminal Ltd. for the three-prong test of interim relief: prima facie case, balance of convenience, and irreparable injury

Regarding Section 11, the court followed the seven-judge bench ruling in Interplay Between Arbitration Agreements & Stamp Act, In re and SBI General Insurance Co. Ltd. v. Krish Spinning, which limits the referral court's role to a prima facie examination of the existence of an arbitration agreement

The "Group of Companies" doctrine, as elucidated in Cox and Kings Ltd. v. SAP India Pvt. Ltd., was considered for binding non-signatories based on their role in the transaction and mutual intention

The court reasoned that while the original award is final, the new allegations concerning the breach of Clause 6 (post-award transactions) create a distinct cause of action and are not merely "disguised execution" proceedings

The court found that Clause 6 imposes a continuing contractual embargo on Respondent No. 1 and its promoters

Regarding the non-signatories, the court determined that the Petitioner raised a triable issue under the "Group of Companies" doctrine because Respondents No. 2 and 3 are controlling promoters specifically mentioned in Clause 6

Citing the principle of competence-competence, the court held that the final determination of whether non-signatories are bound should be left to the Arbitral Tribunal under Section 16

The court rejected Respondent No. 4's "approbate and reprobate" argument, noting that the Petitioner's receipt of Rs. 96 crores was by court order and did not imply consent to the pledge transaction

The question of whether non-signatory Respondents No. 2, 3, and 4 are bound was left for the Arbitrator to decide under Section 16

Under O.M.P.(I) (COMM.) 531/2025, the court confirmed the interim order dated 23.12.2025, restraining Respondent No. 1 from acting on the EGM resolution or creating any charge on assets, to remain in force until modified by the Arbitral Tribunal under Section 17