RENUKA LOGISTICSversusQWIK SUPPLY CHAIN PRIVATE LIMITED

                                                                         arbap457-2026-J.doc


                      Shabnoor
                             IN THE HIGH COURT OF JUDICATURE AT BOMBAY
                                 ORDINARY ORIGINAL CIVIL JURISDICTION

                                 ARBITRATION APPLICATION NO.457 OF 2026

                      Renuka Logistics                          … Applicant
                                V/s.
                      Qwik Supply Chain Private Limited
                      & Anr.                                    … Respondents



SHABNOOR              Mr. Tushad Kakalia a/w Mr. Kartik Hede, Mr. Kayomars
AYUB                  Kerawalla, Ms. Shruti Indorkar i/b Vohuman Legal, for
PATHAN
                      the Applicant.
Digitally signed by
SHABNOOR AYUB
PATHAN
Date: 2026.10.05
                      Mr. Kshitij Madekar a/w Mr. Gaurav Thakur, Ms. Aditi
11:27:31 +0530
                      Kambli i/b A. S. Dayal & Associates, for Respondent
                      No.1.
                      Mr. Ashishchandra Rao a/w Ms. Ria Dalwani, Ms. Anuli
                      Mandalik, Mr. Mayank Pandey i/b Economic Laws
                      Practice, for Respondent No.2.


                                        CORAM                 : AMIT BORKAR, J.

                                        RESERVED ON           : OCTOBER 1, 2026.

                                        PRONOUNCED ON         : OCTOBER 5, 2026.


                      JUDGMENT:

                      1.    By the present Application, the Applicant is seeking
                      appointment of a Sole Arbitrator in terms of Clause 13.2 of the
                      Service Provider Agreement dated 18 November 2022.

                      2.    The present dispute has arisen from a tripartite commercial
                      arrangement dated 18 November 2022 between the Applicant,
                      Respondent No. 1 and Respondent No. 2. Under this arrangement,


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Respondent No. 2 was responsible for accounting for the cash
belonging to the Applicant and for collecting and delivering the
same. During the course of such collection and delivery, employees
of Respondent No. 2 misappropriated an amount of ₹74,94,193/-.
In view of the above events and as the Respondents did not resolve
the claims made by the Applicant, the Applicant issued a notice
dated 4 July 2026 under Section 21 of the Arbitration and
Conciliation Act, 1996 ("A&C Act"). By the said notice, the
Applicant invoked the arbitration agreement contained in Clause
13.2 of the Service Provider Agreement dated 18 November 2022.
Respondent No. 2 replied to the said notice on 29 July 2026.
Respondent No. 1, however, did not give any reply to the said
notice within the period of thirty (30) days mentioned therein.
Therefore, the Applicant has invoked Clause 13.2 of the Agreement
and is seeking appointment of a Sole Arbitrator.

3.   The facts and circumstances which have resulted in filing of
the present Application are as follows. On 24 May 2018,
Respondent No. 2 was engaged by RRL under a Service Provider
Agreement ("FINO-RRL SPA") for providing Cash Management
Services ("CMS"). On 7 April 2021, the Applicant started its
operations in connection with the services being provided to JIO
Mart. On 18 November 2022, the Applicant and Respondent No. 1
entered into a Service Provider Agreement and Work Order No.
XS1/4503866100. Under the said arrangement, the Applicant was
required to provide logistics, domestic carrier and transportation
services. Thereafter, on 17 June 2023, Mr. Swapnil Prabhakar
Tandel, Manager (Risk Control Unit) of Respondent No. 2, lodged



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FIR No. 0576/2023 at Pelhar Police Station, Vasai, against two
employees of Respondent No. 2 in relation to misappropriation of
cash collections amounting to ₹74,94,193/-. The amount alleged
to have been misappropriated was the same amount which was
generated from the present commercial arrangement. On 26 June
2023, Mr. Roshan S. Shah, representative of Respondent No. 2, by
email, accepted that there had been a deviation in the process and
accepted that the cash had been received at the Facility. Mr. Shah
stated that the amount would be released to the Applicant after
completion of the investigation by the Risk Control Unit of
Respondent No. 2. On 4 July 2023, at the request of Respondent
No. 2, the Applicant supplied screenshots showing the handover
OTPs. Thereafter, on 13 July 2023, again at the request of
Respondent No. 2, the Applicant supplied CCTV footage showing
the representatives of Respondent No. 2 coming to the Facility for
collecting the cash. On 26 July 2023, Respondent No. 2 sent the
Applicant a copy of FIR No. 0576/2023, which had been registered
on 17 June 2023. Thereafter, on 6 December 2023, 12 December
2023 and 8 January 2024, the Applicant sent emails to Mr.
Shailendra Singh and other senior officers of RRL. In those emails,
the Applicant gave details of the outstanding invoices and
requested that necessary action be taken. On 24 June 2024, the
Applicant sent a detailed email to the senior management of
Respondent No. 1 and RIL. In the said email, the Applicant gave
the complete details of the operations and stated that an amount
of approximately ₹68,51,364.38/- was outstanding.




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4.   On 10 February 2025, as the Applicant had not received any
proper response to the earlier correspondence, the Applicant
issued a notice calling upon the concerned parties to deal with and
pay the outstanding amounts. On 10 March 2025, Respondent No.
1 replied to the notice dated 10 February 2025. In the said reply,
Respondent No. 1 sought to place the responsibility upon the
Applicant and alleged that the Applicant had not complied with
the SOPs stated to have been prescribed by Respondent No. 2.
Thereafter, on 16 June 2025, the Applicant issued a legal notice to
both the Respondents. By the said notice, the Applicant called
upon the Respondents to pay the outstanding amount together
with interest at the rate of 18% per annum and consequential
damages of ₹15,00,000/-. On 23 July 2025, Respondent No. 2,
through its advocate, replied to the legal notice dated 16 June
2025. In the said reply, Respondent No. 2 stated that it had no
dealings with Respondent No. 1 and that it was coming to know
about the existence of Respondent No. 1 for the first time. On 11
November 2025, a meeting was held between the Applicant and
the representatives of Respondent No. 1 and RIL at RCP, Navi
Mumbai. On 12 November 2025, the Applicant sent an email
recording what had been discussed in the meeting held on 11
November 2025. The email recorded the statement of the
representatives of Respondent No. 1 that RRL had stopped its
dealings with Respondent No. 2, that any amount payable by
Respondent No. 2 would be retained with RRL, and that
Respondent No. 1 would cooperate with the Applicant in making a
complaint to the RBI. However, on 22 December 2025, Respondent




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No. 1, by email, withdrew from the assistance which it had agreed
to provide on 12 November 2025 and merely directed the
Applicant to take advice from its own advisers and lodge its own
FIR.

5.      On 18 February 2026, the Applicant issued a second legal
notice to both the Respondents. The Applicant again demanded
payment of ₹68,51,364.38/-, consequential losses of ₹15,00,000/-
and interest at the rate of 18% per annum. Thereafter, on 4 July
2026, the Applicant invoked the arbitration agreement contained
in Clause 13.2 of the Service Provider Agreement dated 18
November 2022 by issuing a notice under Section 21 of the
Arbitration and Conciliation Act, 1996 ("A&C Act"). On 29 July
2026, Respondent No. 2 replied to the notice dated 4 July 2026.
Respondent No. 2 denied its liability and rejected the Applicant's
invocation of arbitration. Respondent No. 1, however, did not reply
to the said notice within the period of thirty (30) days mentioned
therein. In view of these facts and circumstances, and in terms of
Clause 13.2 of the Service Provider Agreement dated 18 November
2022,     the   Applicant   has   approached   this   Court    seeking
appointment of a Sole Arbitrator for adjudication of the disputes
and claims which have arisen between the parties.

6.      Mr. Kakalia, Learned Advocate for the Applicant, submits
that Respondent No. 1 is a signatory to the Agreement as well as to
the arbitration agreement contained in Clause 13.2 thereof.
According to him, the entire Commercial Arrangement was carried
out at the instance of Respondent No. 1 and for the business of
Respondent No. 1. The Applicant provided the services under the



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Agreement and the WO to the satisfaction of Respondent No. 1. No
complaint or objection was ever raised by Respondent No. 1
regarding the services provided by the Applicant. It was
Respondent No. 1 which decided and directed how the entire
Commercial Arrangement was to be carried out, including handing
over the cash collected by the Applicant to the representatives of
Respondent No. 2. It is submitted that after the Applicant
completed its part of the work, the main responsibility for payment
of the Applicant's invoices was upon Respondent No. 1. The said
invoices have remained unpaid. Therefore, according to the
Applicant, Respondent No. 1 is liable to pay the amounts due
under the Commercial Arrangement. It is submitted that
Respondent No. 1 has not taken any steps against Respondent No.
2 for recovery of the amount or for taking action against it, even
though Respondent No. 1 had accepted that Respondent No. 2 was
ultimately responsible for the misappropriation of the cash
collected under the Commercial Arrangement. According to the
Applicant, it is entitled to recover the amounts due from both
Respondent No. 1 and Respondent No. 2 jointly and severally.

7.   As regards Respondent No. 2, it is submitted that Respondent
No. 2 is in substance a party to the arbitration agreement
contained in Clause 13.2 and, in any event, is a necessary and
proper party to the arbitration proceedings. It is submitted that a
written arbitration agreement can bind a person who has not
signed it, if the conduct and participation of that person in the
transaction show an intention to be bound by the agreement. Such
intention can be understood from the relationship between the



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parties, the common subject matter, the nature of the transaction
as a whole and the role played by the non-signatory in carrying out
the contract. According to the Applicant, the present case depends
upon the conduct and participation of Respondent No. 2 in the
Commercial Arrangement.

8.     It is submitted that from the facts stated above, it is clear
that Respondent No. 2 had an important and inseparable role in
the Commercial Arrangement. The cash which was later
misappropriated was received by the authorised representatives of
Respondent No. 2. Each receipt was authenticated by generating
OTP messages and by endorsing the PIS slips under the seal of
Respondent No. 2. Respondent No. 2, therefore, acted as the agent
of Respondent No. 1 for collecting the cash. The Applicant handed
over the cash collections to the representatives of Respondent No.
2 only because of the express instructions given by Respondent No.
1. Respondent No. 2 confirmed each receipt by generating the OTP
and by putting its seal on the PIS slip. It is submitted that the
conduct of Respondent No. 2 at the relevant time shows that
Respondent No. 2 considered responsible towards the Applicant. In
its email dated 26 June 2023, produced at Exhibit-I, Respondent
No. 2 accepted that there had been a deviation from the prescribed
process and stated that the funds would be released after they
were    recovered.   Respondent       No.   2   has   started   criminal
proceedings for recovery of the same amounts which were payable
to Respondent No. 1 under the Commercial Arrangement. Those
amounts had been misappropriated by the employees of
Respondent No. 2 and, because of this, the payments due to the



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Applicant were not made. In substance, Respondent No. 2 acted in
the place of Respondent No. 1 for receiving the cash. According to
the Applicant, where a non-signatory receives and deals with the
subject matter of the contract as an agent of the signatory, such
person can be bound by the arbitration agreement relating to that
contract. The simple denial of agency by Respondent No. 2,
according to the Applicant, has no substance when its actual
conduct    in   the   Commercial       Arrangement    is      considered.
Respondent No. 2 played an inseparable role in the Commercial
Arrangement. It accepted that the collected cash had been
misappropriated, communicated with the Applicant for resolving
the issue and initiated criminal proceedings for recovery of the
amount. Therefore, according to the Applicant, Respondent No. 2
cannot now say that it cannot be made a party to the arbitration
proceedings only because it had not signed the Agreement. Its own
conduct, according to the Applicant, shows that it was an integral
part of the Commercial Arrangement.

9.    It is submitted that at the stage of referring the parties to
arbitration, this Court is required only to be prima facie satisfied
that an arbitration agreement exists and that Respondent No. 2
can be treated as a party to that agreement. The actual disputes on
merits, according to the Applicant, are required to be decided by
the Arbitral Tribunal after it is constituted. It is submitted that the
dispute between the parties is concerning one monetary claim.
Therefore, for proper and efficient adjudication of the dispute, the
Applicant requests that a Sole Arbitrator be appointed to decide
the disputes between the Applicant and the Respondents. In these



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circumstances, the Applicant submits that it is entitled to recover
the amounts claimed from Respondent No. 1 and Respondent No.
2 jointly and severally by referring the disputes to arbitration. The
Applicant requests this Court to appoint a Sole Arbitrator to
adjudicate and decide the disputes between the parties. It is
submitted that Clause 13.2 of the Agreement contains the
arbitration agreement and provides for jurisdiction of the Courts at
Mumbai. Therefore, according to the Applicant, this High Court
has jurisdiction to entertain, hear and decide the present
Application.

10.   Mr. Rao, Learned Advocate for Respondent No. 2, submits
that the Applicant has wrongly filed the present Application under
Section 11(6) of the Arbitration and Conciliation Act, 1996
("Arbitration Act") against Respondent No. 2 and is seeking,
among other reliefs, appointment of an arbitrator. He submits that
Respondent No. 2 is not a signatory to the Service Provider
Agreement dated 18 November 2022 ("Purported SPA"). The said
Agreement was entered into between             the Applicant and
Respondent No. 1 and contains the arbitration agreement relied
upon by the Applicant. Respondent No. 2 was neither a party to
the Purported SPA nor was it involved in its negotiation, signing,
performance or termination. Respondent No. 2 has never agreed,
either or otherwise, to be bound by the arbitration agreement
contained in the Purported SPA. However, the Applicant is trying
to bring Respondent No. 2 within the proposed arbitration by
relying upon the separate contract between Respondent No. 2 and
Reliance Retail Limited ("RRL") and on some other circumstances



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which, according to the Applicant, show the involvement of
Respondent No. 2 in the underlying commercial arrangement. It is
submitted that these circumstances do not create any legal
relationship between the Applicant and Respondent No. 2 in
respect of the Purported SPA. They do not show that Respondent
No. 2 ever agreed to refer any dispute with the Applicant to
arbitration.

11.   It is submitted that the monetary claim of the Applicant is
based on alleged unpaid invoices raised against Respondent No. 1
under the Purported SPA. The Applicant has not shown any
contractual or other legal basis for making Respondent No. 2 liable
for those amounts. Respondent No. 2 was not a party to the
transaction between the Applicant and Respondent No. 1.
Therefore, according to Respondent No. 2, the reliefs claimed
against it are misconceived. To the extent that the present
Application seeks to bring Respondent No. 2 into the proposed
arbitration proceedings, the Application is liable to be rejected at
the initial stage. It is submitted that the Applicant has failed to
show that there is any arbitration agreement between the
Applicant and Respondent No. 2. The Applicant's case is based
upon the Purported SPA dated 18 November 2022 and Work Order
No. XS1/4503866100 dated 18 November 2022. Both these
documents were entered into between the Applicant and
Respondent No. 1.

12.   Respondent No. 2 was neither a party nor a signatory to the
Purported SPA or the Work Order. Therefore, the arbitration
agreement contained in Clause 13.2 of the Purported SPA is an



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agreement between the Applicant and Respondent No. 1.
According to Respondent No. 2, in the absence of any separate
agreement or consent by Respondent No. 2, the said arbitration
clause cannot bind Respondent No. 2. It cannot be treated as
showing that Respondent No. 2 agreed to refer any dispute with
the Applicant to arbitration. In fact, Respondent No. 2 has never
entered into any contract with the Applicant. There is no question
of Respondent No. 2 entering into an agreement containing an
arbitration clause with the Applicant. In these circumstances,
Respondent No. 2, not being a party to the Purported SPA, cannot
be made to participate in arbitration proceedings arising from an
arbitration agreement to which it is not a party. Therefore,
according to Respondent No. 2, the reliefs claimed in the present
Application, insofar as they concern Respondent No. 2, ought not
to be granted. It is submitted that, in an attempt to overcome the
admitted absence of any contractual relationship or arbitration
agreement between the Applicant and Respondent No. 2, the
Applicant is relying upon various circumstances. These include: (a)
the separate Service Provider Agreement between Respondent No.
2 and Reliance Retail Limited, namely the FINO-RRL SPA; (b) the
alleged collection of cash by Respondent No. 2 and the
communications or conduct said to be connected with such
collection; (c) the allegation that Respondent No. 2 acted as an
agent of Respondent No. 1; (d) the FIR said to have been filed
against employees of Respondent No. 2 regarding alleged
misappropriation of cash; and (e) the Applicant's contention that
Respondent No. 2 is a "veritable party" to the Purported SPA.




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13.   It is submitted that none of these circumstances shows that
Respondent No. 2 agreed to the arbitration agreement contained in
the Purported SPA, to which Respondent No. 2 is not a party. These
circumstances do not show that Respondent No. 2 otherwise
agreed to refer any dispute with the Applicant to arbitration.
According to Respondent No. 2, the Applicant's reliance upon its
alleged involvement in a wider "commercial arrangement" cannot
take the place of an actual agreement to arbitrate. Unless there is
some material showing that Respondent No. 2 consented to an
arbitration agreement with the Applicant, there is no arbitration
agreement    between   them    which   can   be   invoked     against
Respondent No. 2 under Section 11 of the Arbitration Act. He
submits that Respondent No. 2 had entered into a Service Provider
Agreement dated 24 May 2018 with Reliance Retail Limited
("RRL"), namely the "FINO-RRL SPA", for providing cash
management and collection services to RRL in accordance with the
Scope of Work mentioned in that Agreement. It is pointed out that:
(i) the FINO-RRL SPA did not state that services were to be
provided to Respondent No. 1 or in connection with the
transaction between the Applicant and Respondent No. 1; (ii) the
Applicant was not a party to the FINO-RRL SPA; (iii) Respondent
No. 2 had not entered into any agreement with Respondent No. 1;
and (iv) RRL is not a party to the present proceedings. He submits
that the Scope of Work under the FINO-RRL SPA was limited to
providing services to RRL and its retailers. Therefore, according to
Respondent No. 2, that Agreement was not entered into for
Respondent No. 1 and has no contractual connection with the




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transaction between the Applicant and Respondent No. 1. Though
the FINO-RRL SPA was subsequently renewed, Respondent No. 2 is
not carrying on any business with RRL. It is submitted that the
Applicant is neither a party to the FINO-RRL SPA nor an affiliate of
RRL. He submits that on 18 November 2022, the Applicant appears
to have entered into the Purported SPA and Work Order No.
XS1/4503866100 with Respondent No. 1 for providing logistics,
domestic carrier and transportation services to Respondent No. 1.
Respondent No. 2 was neither a party to the Purported SPA nor to
the Work Order. Respondent No. 2 was not a beneficiary of any
transaction between the Applicant and Respondent No. 1. He
submits that during the period of the Purported SPA, the Applicant
claims to have raised various invoices amounting in total to INR
68,51,364.38/- against Respondent No. 1. These invoices relate to
the period from January to March 2023 and are stated to be
towards services allegedly provided by the Applicant. As stated by
the Applicant in paragraph 12 of the Application, these invoices
remain unpaid by Respondent No. 1. According to Respondent No.
2, these allegations relate only to the contractual relationship
claimed by the Applicant with Respondent No. 1. Respondent No.
2 was neither the recipient of these alleged invoices nor the entity
which engaged the Applicant to provide logistics, domestic carrier
or transportation services.

14.   He submits that the Applicant has stated in paragraphs 11.2
and 11.4 of the Application that, on the instructions of Respondent
No. 1, the cash shown in the "TMP" system was required to be
handed over to the representatives of Respondent No. 2. On this



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basis, the Applicant claims to have handed over cash amounting to
INR 74,94,193/- to Respondent No. 2. It is submitted that even if
this alleged handing over or collection of cash is accepted for the
present purpose, it does not show that Respondent No. 2 was a
party to the Purported SPA. It does not show that Respondent No.
2 consented to the arbitration agreement contained in that
Agreement.

15.   It is submitted that the Applicant's own pleadings and the
documents relied upon by it show that the contractual relationship
under the Purported SPA was between the Applicant and
Respondent No. 1. Respondent No. 2 was not a signatory to the
Purported SPA or the Work Order. It did not enter into any contract
with the Applicant and did not agree to the arbitration clause
contained in Clause 13.2 of the Purported SPA. The later
allegations   regarding   collection   of   cash,   the      contractual
arrangement between Respondent No. 2 and RRL, the alleged
agency relationship, or the FIR concerning the employees of
Respondent No. 2 cannot by establish that there was an arbitration
agreement between the Applicant and Respondent No. 2. In these
circumstances, according to Respondent No. 2, the Applicant has
failed to establish the basic requirement for invoking Section 11 of
the Arbitration Act against Respondent No. 2, namely, the
existence of an arbitration agreement between the Applicant and
Respondent No. 2. Therefore, insofar as the present Application
seeks appointment of an arbitrator or constitution of arbitral
proceedings against Respondent No. 2, the Application is liable to
be dismissed as against Respondent No. 2.



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16.   Learned Advocate for Respondent No. 1 submits that the
arbitration clause is contained only in the Service Provider
Agreement. He submits that both the Work Orders provide
Ahmedabad as the seat of arbitration. Therefore, insofar as the
present Application seeks appointment of an Arbitrator in relation
to disputes arising from the Work Orders, this Court would not
have territorial jurisdiction to entertain the Application or appoint
an Arbitrator under Section 11 of the Arbitration and Conciliation
Act, 1996.

REASONS AND FINDINGS:

17.   The present Application is under Section 11 of the
Arbitration and Conciliation Act, 1996 for appointment of a
Arbitrator under Clause 13.2 of the Service Provider Agreement.
Therefore, the questions which arise are whether there is an
arbitration agreement between the Applicant and Respondent
No.1, whether Respondent No.2 though not a signatory can be
brought into the arbitration and whether this Court can appoint
the Arbitrator.

18.   As far as Respondent No.1 is concerned, there is not much
dispute that the Service Provider Agreement dated 18 November
2022 was entered into between the Applicant and Respondent
No.1. Clause 13.2 says that if the parties are not able to settle their
dispute within 30 days, the dispute can be referred to arbitration.
It provides for appointment of three arbitrators and says that the
arbitration shall be conducted under the Arbitration and
Conciliation Act, 1996. The clause says, “The venue of arbitration




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shall be Mumbai, India and arbitration proceedings shall be
conducted in English.” Thus, from the clause, it is clear that the
parties had agreed that their disputes can be decided through
arbitration.

19.   Respondent No.1 has not disputed execution of the Service
Provider Agreement or the existence of Clause 13.2. The objection
of Respondent No.1 is regarding the Work Orders. It is submitted
that the Work Orders dated 18 November 2022 contain an
arbitration provision and under that provision the arbitration is to
be held at Ahmedabad, Gujarat. Therefore, according to
Respondent No.1, this Court at Mumbai has no territorial
jurisdiction to appoint an Arbitrator. This submission has to be
considered from the documents which are on record.

20.   The Work Order No. XS1/4503866100 is dated 18 November
2022. In this Work Order, the Applicant is shown as the contractor
and Respondent No.1 as the other contracting party. The period of
work is from 25 October 2022 to 31 March 2023 and the total
order value is Rs.15,34,000/-. The work relates to transport
services. There is a separate heading in the Work Order,
“GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION”.
It says that the contract shall be governed by Indian law and
disputes which cannot be settled amicably shall be referred to
arbitration. It states, “The arbitration proceedings shall be held in
Ahmedabad, Gujarat, India”.Thus, on looking at both the
documents, it is seen that there are arbitration provisions in two
documents executed on the same date. Clause 13.2 of the Service
Provider Agreement mentions Mumbai, while the Work Order



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mentions Ahmedabad. Merely because there are two such
provisions, the present Application cannot be dismissed. It is first
necessary to see which agreement is relied upon by the Applicant
and from which contractual arrangement the dispute has arisen.

21.   In the present case, the Applicant has invoked Clause 13.2 of
the Service Provider Agreement. The Applicant's case is that the
commercial arrangement was with Respondent No.1, the services
were provided under that arrangement, invoices were raised and
Respondent No.1 became liable to make payment. Therefore,
according to the Applicant, the dispute regarding payment has
arisen from the contractual relationship between the Applicant and
Respondent No.1. Respondent No.1 accepts that the Service
Provider Agreement contains an arbitration clause. Therefore,
there is no real dispute regarding existence of an arbitration
agreement between the Applicant and Respondent No.1.

22.   The fact that the Work Order mentions Ahmedabad may
create a question about which arbitration provision will apply to a
particular dispute. But that question has to be seen from the
nature of the claim and from the agreement under which the claim
has arisen. At the stage of Section 11, the Court is not required to
decide every question regarding interpretation of all the terms,
unless it is found that there is no arbitration agreement. In the
present case, Clause 13.2 is contained in the Service Provider
Agreement and the Applicant has invoked that clause. Respondent
No.1 has, without prejudice to its submissions, stated that if this
Court finds that there is an arbitration clause, a Sole Arbitrator
may be appointed.



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23.   In these circumstances, I find that the objection of
Respondent No.1 regarding Ahmedabad cannot completely take
away the arbitration agreement contained in Clause 13.2 of the
Service Provider Agreement. The Work Order will have to be read
along with the Service Provider Agreement. The exact effect of
both documents and the scope of the dispute can be considered by
the learned Arbitral Tribunal. The present Section 11 proceedings
cannot be converted into a full trial regarding every term
contained in the different contractual documents.

24.   The important question is regarding Respondent No.2.
Respondent No.2 has submitted that it is a stranger to the Service
Provider Agreement dated 18 November 2022. According to
Respondent No.2, the Agreement was only between the Applicant
and Respondent No.1. Respondent No.2 did not sign the
Agreement. It was not a contracting party. It did not participate in
negotiation of its terms and never agreed to Clause 13.2.
According to Respondent No.2, the Applicant is trying to bring it
into arbitration only because its employees are alleged to have
received and misappropriated the cash.

25.   There is substance in the submission that Respondent No.2 is
not a signatory to the Service Provider Agreement. The Applicant
has not placed on record any document signed by Respondent
No.2 showing that it agreed to the arbitration clause. The separate
FINO-RRL Agreement relied upon by the Applicant is not an
agreement    between    the   Applicant   and   Respondent       No.2.
Therefore, from the documents on record, there is no direct
arbitration agreement between the Applicant and Respondent



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No.2. However, this does not end the issue. In law, there can be
cases where a person who has not signed the arbitration
agreement can still be brought into arbitration if the conduct and
surrounding circumstances show that such person was a “veritable
party” to the transaction and had agreed, either or through
conduct, to be bound by the arbitration agreement.

26.   The Supreme Court, while considering the issue of a non-
signatory, has given importance to consent. In the judgment relied
upon by the Applicant and reproduced in HPCL v. BCL Secure
Premises (P) Ltd., (2026) 3 SCC 711, the Supreme Court has
referred to the principles in Cox & Kings Ltd. v. Sap India (P) Ltd.,
(2024) 4 SCC 1 and has stated that the important question is
whether the non-signatory had consented to be bound by the
arbitration agreement. The Court has stated that the Referral Court
has to prima facie see whether the non-signatory is a “veritable
party” to the arbitration agreement. The final question can be
considered by the Arbitral Tribunal depending upon the evidence
and circumstances.

27.   The words “veritable party” are important in the present
matter. The Supreme Court in HPCL has explained “veritable” as
meaning “real; rightly so called”. Therefore, merely because a
person has some commercial connection with one of the
signatories, that person cannot be brought into arbitration. There
should be something more which, at least prima facie, shows a real
legal connection and intention to be bound by the arbitration
agreement. The Supreme Court in HPCL, while referring to Cox &
Kings, has stated:



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      “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.”
28.   But this does not mean that every person named by the
claimant has to be sent to arbitration. The Court has first to see
whether there is some prima facie material to call that person a
veritable party. Therefore, some limited examination by the
Referral Court is necessary before such person is referred to
arbitration.

29.   In the present case, the Applicant relies upon the conduct of
Respondent No.2. It is submitted that the cash belonging to the
Applicant's business was handed over to representatives of
Respondent No.2 under the arrangement where Respondent No.2
was collecting and dealing with such cash. The Applicant relies
upon OTP screenshots, PIS slips, CCTV footage and various
correspondence. The Applicant relies upon the email dated 26
June 2023 from the representative of Respondent No.2. In that
email, it was acknowledged that there was a process deviation and
that cash had been received at the facility. It was stated that the
funds would be released after investigation by the Risk Control
Unit of Respondent No.2. The Applicant relies upon the FIR dated
17    June     2023   regarding    alleged   misappropriation         of
Rs.74,94,193/- by employees of Respondent No.2. The later
correspondence and legal notices are relied upon. According to the
Applicant, therefore, Respondent No.2 was not some totally
unrelated person. It had participated in the transaction and had
received the cash regarding which the Applicant's claim has arisen.




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30.   These facts do show that Respondent No.2 had some
involvement in the actual work relating to collection and handling
of cash. The correspondence relied upon by the Applicant shows
that Respondent No.2 was aware of the allegation regarding the
cash and had undertaken some internal enquiry. Therefore, this
part of the Applicant's case cannot simply be ignored at the
beginning only because Respondent No.2 did not sign the Service
Provider Agreement. But the question which has to be considered
is somewhat different. The issue is not only whether Respondent
No.2 was involved in the commercial activity. The issue is whether
because of such involvement Respondent No.2 became a party to
the arbitration agreement contained in Clause 13.2. On this
particular question, the material placed before the Court is not
sufficient.

31.   The FINO-RRL Agreement relied upon by the Applicant is
between Respondent No.2 and RRL. The Applicant is not shown as
a party to that Agreement. The Service Provider Agreement dated
18 November 2022 is between the Applicant and Respondent
No.1. Respondent No.2 is not shown as a party to that Agreement.
Therefore, merely because employees of Respondent No.2
allegedly received cash under operational instructions, it cannot
mean that Respondent No.2 accepted the rights and obligations
under the Service Provider Agreement or agreed to its arbitration
clause.

32.   The Supreme Court has cautioned that an arbitration
agreement should not be extended merely because there is some
commercial relationship. In Cox & Kings, as reproduced in HPCL, it



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was stated:

      “mere presence of a commercial relationship between the
      signatory and non-signatory parties is not sufficient to infer
      ‘legal relationship’ ... group of companies doctrine cannot be
      applied to abrogate party consent and autonomy.”
33.   This principle is important in the present case. Respondent
No.2 may have participated in one part of the commercial activity.
But from the documents which are available, it is not prima facie
shown that Respondent No.2 accepted the obligations contained in
the Service Provider Agreement.

34.   The Applicant says that Respondent No.2 was acting as an
agent of Respondent No.1. Even if, for the present purpose, it is
assumed that some acts were done by Respondent No.2 on the
instructions of Respondent No.1, that alone will not make the
agent a party to every term of the contract between the principal
and the other contracting party. There should be some material
showing that the alleged agent agreed to be bound by the
arbitration clause, or that in law it can otherwise be treated as a
party to that arbitration agreement. Such material, sufficient for
the limited examination under Section 11, is not shown. The FIR
and allegations of misappropriation cannot create an arbitration
agreement. These allegations may explain the background of the
dispute. But they cannot by show consent to arbitration. Similarly,
even if Respondent No.2 had started some proceeding or internal
enquiry for recovery of the amount, that does not mean that it
accepted Clause 13.2 of an Agreement to which it was not a party.




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35.   The Applicant has submitted that there is only one monetary
claim and if Respondent Nos.1 and 2 are sent before different
forums, there may be multiplicity of proceedings. There may be
some practical difficulty in this submission. But convenience
cannot take the place of consent. Arbitration is based upon
agreement. A non-signatory cannot be joined only because it may
be convenient to decide all the matters together. The Applicant
has submitted that at the stage of reference the Court should not
make a detailed enquiry and that the final question concerning
Respondent No.2 can be left to the Arbitral Tribunal. This principle
is generally correct. But there is another part of the same principle.
The Supreme Court in HPCL has made it clear that the Referral
Court has to prima facie consider whether the non-signatory is
really a veritable party. Therefore, merely saying that a person is
connected with the transaction is not enough to send that person
to arbitration. In this connection, HPCL has referred to the
discussion in ASF Buildtech and Cox & Kings. The Court at the
referral stage has to make only a limited examination. It should
not conduct a full trial. At the same time, a person who is
otherwise a stranger cannot be sent to arbitration unless there is
some prima facie material showing the necessary legal relationship
and intention to be bound.

36.   In the present case, there is material showing operational
involvement of Respondent No.2 regarding collection of cash.
There is correspondence from Respondent No.2 regarding the
incident. But there is no sufficient material showing that
Respondent No.2 accepted the Service Provider Agreement



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between the Applicant and Respondent No.1, or accepted Clause
13.2, or entered into any separate arrangement by which disputes
between the Applicant and Respondent No.2 were to be decided by
arbitration. Therefore, participation in the transaction and consent
to arbitration have to be treated as two different things. The
Applicant has submitted that Respondent No.2 stood in the shoes
of Respondent No.1 for receiving the cash. Even this submission
does not change the position. The Applicant may have some claim
in law against Respondent No.2 because of the alleged receipt or
misappropriation of the cash. Whether such claim can be made,
whether Respondent No.2 is liable and for what amount are
different questions. These questions are not the same as whether
Respondent No.2 agreed to the arbitration clause.

37.   The Supreme Court has explained that a person claiming
through or under a party stands in a derivative position, such as an
assignee, subrogee or a person who has obtained rights from the
original party. A mere legal or commercial connection is not
enough. In the present case, Respondent No.2 is not shown to be
claiming through Respondent No.1 in any such manner.

38.   I find that the Applicant has shown the existence of an
arbitration agreement with Respondent No.1 under Clause 13.2 of
the Service Provider Agreement. However, from the material
before the Court, the Applicant has not shown sufficient prima
facie basis to treat Respondent No.2 as a “veritable party” to that
arbitration agreement. The case against Respondent No.2 rests
upon its alleged operational role and its subsequent conduct
concerning the cash transaction. These facts may have some



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relevance to the actual claim, but they do not show consent to
arbitration.

39.   The issue regarding the place of arbitration needs to be
considered. Clause 13.2 of the Service Provider Agreement states
that the venue of arbitration shall be Mumbai. The Work Order,
however, contains a provision that the arbitration proceedings shall
be held at Ahmedabad, Gujarat. The difference between these two
provisions need not be decided for determining whether an
arbitration    agreement   exists    between   the   Applicant      and
Respondent No.1. The Applicant has invoked Clause 13.2 and
Respondent No.1 has not denied that the Service Provider
Agreement contains an arbitration clause.It is relevant that the
Service Provider Agreement contains a provision that nothing in
the Agreement shall prevent a party from seeking interim or
permanent equitable or injunctive relief from the competent court
in Mumbai. This provision alone may not decide the seat of
arbitration. But it does show that the parties had contemplated
Mumbai as a place where relief arising from the Agreement could
be sought.

40.   Therefore, the objection of Respondent No.1 based upon the
Work Order cannot be accepted as showing that the arbitration
clause invoked by the Applicant does not exist. At the most, it gives
rise to a question regarding how the two contractual provisions are
to be read together and what effect is to be given to them. Such
question can be considered by the learned Arbitral Tribunal while
examining the contractual documents and the dispute.




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41.   I find that the Applicant invoked arbitration by issuing notice
dated 4 July 2026 under Clause 13.2. Respondent No.2 replied on
29 July 2026 denying liability and the arbitration arrangement.
Respondent No.1 did not give its response within the period stated
by the Applicant. According to the Applicant, Respondent No.1 did
not appoint an arbitrator or agree for constitution of the Tribunal.
The Applicant approached this Court under Section In the present
proceedings, this Court is not required to decide whether the
Applicant will ultimately recover Rs.68,51,364.38, Rs.74,94,193/-,
interest, damages or any other amount. Those are matters on
merits. Similarly, Respondent No.1 has alleged that the Applicant
did not comply with the SOP. That defence will require proper
consideration and evidence. Such disputed factual matters cannot
be decided in the present Section 11 proceedings.

42.   Respondent No.2 has submitted that the claim is against
Respondent No.1 for unpaid invoices. There is some basis for this
submission because the contractual invoices arise from the
arrangement between the Applicant and Respondent No.1. At the
same time, the Applicant has placed material alleging a separate
wrongful act involving Respondent No.2. Whether such conduct
makes Respondent No.2 liable to the Applicant is not required to
be decided in the present Application. For the present purpose, the
important finding is that there is no prima facie arbitration
agreement shown which binds Respondent No.2.

43.   In the aforesaid circumstances, the present Application under
Section 11 of the Act, is deserved to be disposed of in terms of the
following order:



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A)   Ms. Ayushi Anandpara Parekh, an advocate of this
Court, is hereby appointed as the Sole Arbitrator to
adjudicate upon the disputes between the Applicant and
Respondent No.1 arising out of the Service Provider
Agreement dated 18th November 2022, including claims and
counter claims;

Office Address:- C/o Rohaan Cama, Office Nos. 17–18, 1st
Floor, Islam Building, Veer Nariman Road, Fort, Mumbai –
400001.

Email ID: [email protected]

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 today. 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 Advocates for the
Applicant so as to enable them to file the same in the
Registry of this Court. The Registry of this Court shall retain
the said Statement on the file of this Applicant and a copy of
the same shall be furnished by the Advocates for the
Applicant to the Advocates for the Respondent;

D)   The Learned Sole Arbitrator is requested to forward the
statutory Statement of Disclosure under Section 11(8) read



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      with Section 12(1) of the Act to the parties within a period
      of two weeks from receipt of a copy of this Order;

      E)    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;

      F)    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
      Tribunal in relation to costs.

44.   All questions on the merits of the claims and counterclaims,
including the liability of the parties, the amount allegedly due and
payable, and the other factual and legal contentions of the parties,
are kept open for determination by the learned Sole Arbitrator in
accordance with law.

45.   All actions required to be taken pursuant to this order shall
be taken upon receipt of a downloaded copy as available on this
Court’s website.

                                             (AMIT BORKAR, J.)



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