Kerala High Court
M/S. Mansions vs M/S. Inkel Limited on 25 October, 2025
RP NO.1228/2025 1
2025:KER:80708
IN THE HIGH COURT OF KERALA AT ERNAKULAM
PRESENT
THE HONOURABLE MR. JUSTICE SYAM KUMAR V.M.
SATURDAY, THE 25TH 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
RP NO.1228/2025 2
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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:
RP NO.1228/2025 3
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ORDER
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 1st respondent in the said Arbitration Request. The 1st and 2nd respondents herein were the petitioner and 2nd 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. RP NO.1228/2025 4
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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 2nd 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 2nd 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 2nd 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 RP NO.1228/2025 5 2025:KER:80708 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 2nd 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 Tripartite Agreement, there was clear mutual intent, commonality of subject matter and compositeness in the nature of transactions. With the performance of the contract being composite, it required the 2nd respondent (CSML) to be arrayed as a party to the arbitration reference. The question of jurisdiction, if any, it is submitted, ought to have been left to the learned Arbitrator to decide. To buttress the said contention, reliance is placed on the dictum laid down by the Hon'ble Supreme Court in ASF Builtech Pvt. Ltd. v. Shapoorji Pallonji and Co. Pvt. Ltd. [(2025) SCC On Line SC 1016]; Cox and Kings Ltd. v. SAP India Pvt. Ltd. and RP NO.1228/2025 6 2025:KER:80708 another [(2024) 4 SCC 1] and Cox and Kings Ltd. v. SAP India Pvt. Ltd. and another [(2025) 1 SCC 611]. It is thus prayed that the Review Petition may be allowed as prayed for.
6. The learned Senior Counsel appearing for the 1 st respondent submitted that the question whether the 2 nd respondent (CSML) is a 'veritable party' and whether there is commonality of the subject matter , the composite nature of the transactions as well as other aspects like Group of Companies doctrine, ought to be left to the Arbitrator to decide in line with the binding precedents including Cox and Kings (supra) and In Re : Interplay between Arbitration Agreements under the Arbitration and Conciliation Act, 1996 and the Indian Stamp Act 1899 [2023 KHC 1028].
7. The learned counsel for the 2 nd respondent (CSML) submitted that the order under review was rendered without affording her clients an effective opportunity of being heard.
8. I note that in the order sought to be reviewed, as pointed out by the learned counsel for the petitioner, there indeed had been no deliberation on commonality of the subject matter, composite nature of the transactions vis a vis the 2 nd respondent (CSML). The question whether the 2nd respondent (CSML) being the payment RP NO.1228/2025 7 2025:KER:80708 authority as per Annexure A1 Government Order produced along with the Review Petition, is a 'veritable party' whose conduct demonstrates a clear and mutual intention to be bound by an arbitration agreement and hence though a non signatory, is a necessary party to the arbitration proceedings, had not been discussed. It had confined the examination to the dictum of the Apex Court in Ajay Madhusudan Patel's case (supra). The contention that there has been an error apparent on the face of the order sought to be reviewed is thus sustainable.
In view of the above, this Review Petition is allowed. The order dated 18.02.2025 in Arbitration Request No.245 of 2024 is hereby recalled. The Arbitration Request shall be taken back on file, retaining the same number. The Registry may take due further steps and post the Arbitration Request as per roster.
Sd/-
SYAM KUMAR V.M. JUDGE csl RP NO.1228/2025 8 2025:KER:80708 APPENDIX OF RP 1228/2025 PETITIONER ANNEXURES Annexure A1 TRUE COPY OF THE GOVERNMENT ORDER DATED 03.08.2018.