$~1 * IN THE HIGH COURT OF DELHI AT NEW DELHI Date of Decision : 20.04.2026 + ARB.P. 1589/2025 TAVASYA SSF (C/O TAVASYA CAPITAL MANAGERS LLP) .....Petitioner Through: Mr. Anirban Bhattacharya, Mr.

Apoorv Agarwal, Mr. Manthan Dixit and Ms. Tanushvi Singh, Advocates.

versus MINISTRY OF EXTERNAL AFFAIRS & ANR.

.....Respondents Through: Mr. S.D. Sanjay, Additional Solicitor General along with Mr. Sharang Dhulia, CGSC, Ms. Nikita Sethi, Mr. Chetan Jadon, Advocate and Ms. Archana Chhibber, Legal Consultant for Respondent No.

1.

Mr. Uttam Dutt, Senior Advocate along with Mr. Debarshi Bhadra, Ms. Sonakshi Singh, Mr. Kumar Bhaskar, Mr. Naman Kumar and Mr. Rahul Singh, Advocates for Respondent No. 2.

CORAM:

HON'BLE MR. JUSTICE HARISH VAIDYANATHAN SHANKAR % JUDGEMENT (ORAL)

HARISH VAIDYANATHAN SHANKAR, J.

1. The present Petition has been filed under Section 11 of the Arbitration and Conciliation Act, 1996 [“Act”], seeking the constitution of a three-member Arbitral Tribunal for adjudication of disputes inter se the parties arising out of the EPC Agreement dated

31.03.2017 [“Agreement”]

2. The material on record reflects that the Agreement stipulates a dispute resolution mechanism, which contemplates reference of disputes to Arbitration by a three-member Arbitral Tribunal. The relevant stipulation is contained in Clause 26.3.1 of the Agreement, which reads as under:-

“26.3.1 Any Dispute which is not resolved amicably by conciliation, as provided in Clause 26.2, shall be finally decided by reference to arbitration by a Board of Arbitrators appointed in accordance with Clause 26.3.2. Such arbitration shall be held in accordance with the Rules of Arbitration of the International Centre for Alternative Dispute Resolution, New Delhi (the “Rules”), or such other rules as may be mutually agreed by the Parties, and shall be subject to the provisions of the Arbitration Act. The venue of such arbitration shall be [Delhi], and the language of arbitration proceedings shall be English.”

3. Mr. S.D. Sanjay, learned Additional Solicitor General [“Learned ASG”] appearing on behalf of Respondent No. 1, opposes the constitution of the Arbitral Tribunal primarily on three grounds. First, that there exists no privity of contract between the Petitioner and the Respondents. Second, that the Petitioner seeks to enforce rights allegedly acquired under the Sale Certificate dated 06.08.2024 [“Sale Certificate”], though no such enforceable rights stand transferred thereunder. Third, that Respondent No. 2 has raised serious objections to the invocation of the Arbitration clause and, therefore, the element of consent, central to the said clause, is absent.

4. Elaborating the first objection, learned ASG, places reliance upon the definition of “parties” as contained in the Agreement to submit that the contracting parties were C&C Constructions Limited [“C&C”] and M/s. Engineering Projects (India) Limited [“EPIA”] Therefore, since the Petitioner is not named in the Agreement, learned ASG contends that the Petitioner cannot qualify as a party within the meaning of the Agreement.

5. In support of the second objection, learned ASG submits that the Sale Certificate does not operate to vest in the Petitioner the contractual rights of C&C so as to enable it to claim status as successor to the erstwhile Joint Venture [“JV”] partner with whom the Respondent No. 1 had entered into the Agreement.

6. He also submits that, in fact, the net consequence of the said Sale Certificate is that C&C ceases to retain any subsisting interest and, therefore no occasion arises for the Petitioner to exercise rights which were personal and exercisable only by C&C.

7. Learned ASG further submits that the Sale Certificate pertains only to transfer of identified assets and cannot be construed as effecting continuation or novation of the legal relationship that existed between the original JV partners.

8. Learned ASG submits that, even assuming arguendo that certain rights stood acquired by the Petitioner, such ri