Walchandnagar Industries Limited v. Aicitta Intelligent Technology Private Limited

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION IN ITS COMMERCIAL DIVISION COMMERCIAL ARBITRATION APPLICATION (L) NO. 26498 OF 2025 WITH COMMERCIAL ARBITRATION PETITION (L) NO. 14266 OF 2025 Digitally signed by SHRADDHA KAMLESH TALEKAR Date:

2025.09.29 21:35:48 +0530 Walchandnagar Industries Limited

...Petitioner

SHRADDHA KAMLESH TALEKAR

Versus

Aicitta Intelligent Technology Private Limited & 2 Ors.

...Respondents

Mr. Rahul Dev a/w. Mr. Tejas Gokhale i/b Argus Partner, for Applicant.

The Respondents were represented but appearance has not been submitted.

CORAM

: SOMASEKHAR SUNDARESAN, J.

DATE : SEPTEMBER 26, 2025 PC :

1.

This Application has been filed under Section 11 of the Arbitration and Conciliation Act, 1996 ("the Act"), seeking appointment of an arbitrator in connection with disputes and differences that are said to have arisen between the parties under the Share Subscription Agreement dated March 4, 2025 (Page 66-Exh.A) and Shareholders' Agreement dated March 4, 2025 (Page 151 Exh.B) ("Agreement"). The

arbitration agreement is contained in Clause 12.5 of Share Subscription Agreement (found at Page 91-Exh.A of the Application) and Clause 21.4 of Shareholders' Agreement (found at Page 157-Exh.B). In the interest of brevity, the arbitration agreement is not being extracted here. Suffice it to say that this matter falls within the jurisdiction of this Court. 2.

It is apparent from the record that the arbitration agreement was invoked by the Applicant on June 5, 2025 read with a notice dated June 10, 2025, to which there is no response. There is no quarrel about proceeding to arbitration. The Respondent is at liberty to raise all objections including objection on jurisdiction. 3.

The scope of review under Section 11 is explicitly set out in Section 11(6A) of the Act. It is now trite law, with particular regard to the decisions of a seven-judge bench in the Interplay Judgement1 followed by multiple others, including SBI General2 and Patel3 that the Section 11 Court ought not to venture beyond examining the existence of a validly existing arbitration agreement that has been formally executed. Even questions of existential substance is a matter that falls squarely in 1 In Re: Interplay Between Arbitration Agreements Under Arbitration and Conciliation Act, 1996 & Stamp Act, 1899 - (2024) 6 SCC 1 2 SBI General Insurance Co. Ltd. v. Krish Spinning - 2024 SCC OnLine SC 1754 3 Ajay Madhusudan Patel v. Jyotrindra S. Patel - 2024 SCC OnLine SC 2597

the domain of the arbitral tribunal, in view of Section 16 of the Act. 4.

Being satisfied that an arbitration agreement is validly in existence, and that arbitration has been duly invoked, it is in the fitness of things to refer the disputes and differences between the parties in connection with the aforesaid Agreement to arbitration by a Sole Arbitrator.

5.

Commercial Arbitration Petition (L) No. 14266 of 2025 ("Section 9 Petition"), though not listed today, taken on board. Section 9 Petition relates to the very same matter between the very same parties, seeking certain interlocutory protective reliefs. The Section 9 Petition shall be treated as an Application under Section 17 of the Act by the arbitral tribunal appointed hereby. Given the efflux of time, the Petitioner is at liberty to modify or mould the contents of Section 9 Petition for its consideration as a Section 17 Application. 6.

In these circumstances, the Application under Section 11 and Section 9 Petition are hereby finally disposed of, in terms of the following order:

A] Mr. Nirman Sharma, an advocate of this Court, is hereby appointed as the Sole Arbitrator to adjudicate upon the disputes and differences between the parties arising out of and in connection with the Agreement referred to above; B] A copy of this Order will be communicated to the Learned Sole Arbitrator by the Advocates for the Applicant within a period of one week from the date on which this order is uploaded on the website of this Court. The Applicant shall provide the contact and communication particulars of the parties to the Arbitral Tribunal along with a copy of this Order; C] The Learned Sole Arbitrator is requested to forward the statutory Statement of Disclosure under Section 11(8) read with Section 12(1) of the Act to the parties within a period of two weeks from receipt of a copy of this Order;

D] The parties shall appear before the Learned Sole Arbitrator on such date and at such place as indicated, to obtain appropriate directions with regard to conduct of the arbitration including fixing a schedule for pleadings, examination of witnesses, if any, schedule of hearings etc. At such meeting, the parties shall provide a valid and functional email address along with mobile and landline numbers of the respective Advocates of the parties to the Arbitral Tribunal. Communications to such email addresses shall constitute valid service of correspondence in connection with the arbitration;

E] All arbitral costs and fees of the Arbitral Tribunal shall be

borne by the parties equally in the first instance, and shall be subject to any final Award that may be passed by the Arbitral Tribunal in relation to costs.

7.

Needless to say, nothing contained in this order is an expression of an opinion on merits of the matter or the relative strength of the parties. All issues on merits are expressly kept open to be agitated before the Arbitral Tribunal appointed hereby. 8.

In view of the disposal of the proceedings, attendant Interim Applications, if any, also stand disposed of. 9.

This order will be digitally signed by the Private Secretary/Personal Assistant of this Court. All concerned will act on [ SOMASEKHAR SUNDARESAN, J.]