A party involved in a composite transaction can be deemed a necessary party to arbitration even if not a signatory.

IN THE HIGH COURT OF KERALA AT ERNAKULAM PRESENT THE HONOURABLE MR. JUSTICE SYAM KUMAR V.M.

SATURDAY, THE 25^TH DAY OF OCTOBER 2025 / 3RD KARTHIKA, 1947 RP NO. 1228 OF 2025 ARISING OUT OF THE JUDGMENT DATED 18.02.2025 IN AR NO.245 OF 2024 OF HIGH COURT OF KERALA REVIEW PETITIONER/1ST RESPONDENT:

M/S. MANSIONS REPRESENTED BY THE MANAGING PARTNER, R. RAJESH, RAGHU BHAVAN, TAGORE NAGAR, VAZHUTHAKKADU, THIRUVANANTHAPURAM, PIN - 695014 BY ADVS.

SRI.RANJITH VARGHESE SRI.RAHUL VARGHESE SMT.SANTHA VARGHESE SRI.GEO KENNEDY K.

RESPONDENTS/PETITIONER: 1 M/S.INKEL LIMITED REPRESENTED BY ITS SENIOR MANAGER (LEGAL AND ADMINISTRATION) DOOR NO.7/473 ZA-5&6, AJIYAL COMPLEX, POST OFFICE ROAD, KAKKANAD, COCHIN, PIN - 682030

2 COCHIN SMART MISSION LIMITED

9TH FLOOR, REVENUE TOWER, PARK AVENUE ROAD, KOCHI, PIN - 682011 BY ADVS.

SRI.AMITH KRISHNAN H.

SRI.B.G.HARINDRANATH (SR.), R1 SMT.ANNA MARY MATHEW SMT.MANAVI MURALEEDHARAN SMT.M.U.VIJAYALAKSHMI, R2 THIS REVIEW PETITION HAVING BEEN FINALLY HEARD ON

25.10.2025, THE COURT ON THE SAME DAY DELIVERED THE FOLLOWING:

O R D E R

Dated this the 25th day of October, 2025 This Review Petition is filed seeking to review the order dated

18.02.2025 in Arbitration Request No.245 of 2024. Petitioner (M/s.Mansions) was the 1^st respondent in the said Arbitration Request. The 1^st and 2^nd respondents herein were the petitioner and 2^nd respondent respectively in the Arbitration Request.

2. The Arbitration Request was filed by the 1^st respondent (M/s.INKEL Ltd.) seeking to appoint an Arbitrator to resolve the dispute said to have arisen between the parties. By the order sought to be reviewed, this Court appointed an Arbitrator to resolve the disputes between the petitioner (M/s.Mansions) and the 1^st respondent (M/s.INKEL Ltd.). As regards the 2^nd respondent (CSML), it was held in the order sought to be reviewed that based on the dictum in Ajay Madhusudan Patel and others v. Jyotrindra S. Patel and others [(2025) 2 SCC 147], the mandates to direct the said respondent to join as a party to the arbitration proceedings sought vide the Arbitration Request are not seen met.

3. This Review Petition is filed, principally contending that there is an error apparent on the face of the record since in the order sought to be reviewed, the 2^nd respondent (CSML) had been removed from the arbitration proceedings to be undertaken by the learned Arbitrator. Relying on Annexure A1 produced along with the Review Petition, it is contended that all payments to the petitioner (M/s.Mansions) were to be made during execution of the work, by the 2^nd respondent (CSML) directly based on the advice of the 1^st respondent (INKEL Ltd.) in view of Annexure R1(a) Tripartite Agreement and hence the order passed removing the 2^nd respondent (CSML) from the party array of the arbitration has rendered the Tripartite Agreement ineffective and the award to be rendered ineffectual.

4. Heard Sri.Ranjith Varghese, Advocate for the petitioner, Sri.B.G.Harindranath, Senior Advocate for the 1^st respondent and Smt.M.U.Vijayalakshmi, Advocate for the 2^nd respondent.

5. The learned counsel for the petitioner submits that the reasoning stated and the conclusion arrived at in the order sought to be reviewed that the dual test for compelling a non-signatory to the arbitration proceedings are not met, is an error apparent on the face of the record. The Tripartite Agreement, it is submitted, had stated that all other terms and conditions of the same shall be as per Annexures A1 and A4 in the Arbitration Request. This according to the learned counsel reveals a commonality of subject matter and the 2^nd respondent (CSML) assumes the position of a ‘veritable party’. Further, in view of Annexure A1 Government Order dated 03.08.2018 produced along with the Review Petition, the 2^nd respondent (CSML) is a necessary party to the arbitration proceedings, without whom in the party array, any award rendered in the proceedings would become ineffectual. It is thus submitted that in view of the Tripart