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Bombay High Court Refuses to Implead a Non-Signatory Company to Arbitration

Overview

The Bombay High Court in the present matter came before a petition filed under Section 37 of the Arbitration and Conciliation Act 1996. The petitioner, Hind Offshore Pvt. Ltd. challenged an order passed by the arbitral tribunal whereby it refused to implead a company, non-signatory to the agreement, Planet Support Services India Private Limited, into the arbitration proceedings.

The dispute was basically related to the applicability of “Group of Companies” doctrine and whether Planet Support could be treated as a party to the arbitration, despite being non-signatory to the contract. 

The High Court had to decide as to whether such appeal was maintainable under Section 37 of the Act and whether the tribunal was justified in refusing to implead the party.

 

Facts of the Case

The dispute arose from the contracts executed on 27 July 2021 between the petitioner, Hind Offshore and the respondent, OCS Services for charter of vessels required for a painting project by ONGC.

ONGC however, terminated its contract with the respondent because the vessels of the petitioner failed to meet the regulatory requirements. Following the same, disputes arose between the parties and the respondent initiated arbitration proceedings against Hind Offshore.

During the proceedings, the petitioner sought impleadment of a third-party, Planet Support Services India Private Limited. It was stated that Planet Support was closely connected with OCS services through common ownership, and it also participated actively in the execution of the agreements. 

The petitioner for its arguments as to the involvement of Planet Support in the transactions, relied upon the emails as well as the corporate ownership details and requested that it should be treated as a party to the arbitration. 

The respondent opposed the same and argued that Planet Support only provided services as to support under a separate arrangement and was never intended to be a party to the agreement. 

The arbitral tribunal, on 19 November 2025, rejected the application as to impleadment. Aggrieved by the same, the petitioner approached the Bombay High Court under Section 37 of the Arbitration and Conciliation Act 1996.

 

Legal Issues

  1. Whether an appeal is maintainable under Section 37 of the Arbitration Act against the rejection of an application of impleadment.
  2. Whether Planet Support could be treated as a “veritable party” to the arbitration agreement, under Group of Companies doctrine.
  3. Whether participation in commercial transactions, a sufficient condition for the establishment of intent to be bound by arbitration agreement.
  4. Whether the refusal by the arbitral tribunal to implead “Planet Support” as a party to the proceedings suffers from patent illegality or perversity.

 

Decision

The petition was dismissed by the Bombay High Court and the arbitral tribunal’s award as to refusal of impleadment was upheld.

The Court held that the appeal under Section 37 of the Act was maintainable as the refusal to implead a party results in acceptance of a jurisdictional objection. 

However, while deciding on merits, the Court found no reason to interfere with the order of the tribunal. Relying upon the judgement by the Hon’ble Supreme Court in Cox and Kings, it was reiterated that merely being a member within the same corporate group is not sufficient to bind a non-signatory company to an arbitration agreement. 

It was also observed that material which was relied upon by the petitioner only showed that Planet Support was involved in coordination activities such as communication, invoicing, etc. Such involvement did not establish an intent to treat it as a party to the arbitration agreement. The court also noted that the petitioner failed to show any clear cause of action against Planet Support in its counter claim.

While holding that separate legal identity of the companies must be respected unless there is any strong evidence, which shows otherwise, it was concluded by the Court that the findings of the tribunal did not suffer from any perversity or patent illegality. The petition was dismissed without any order as to costs.

 

Case Reference:- Hind Offshore Private Limited Vs. OCS Services (India) Private Limited COMMERCIAL ARBITRATION PETITION (L) NO. 41270 OF 2025 (SJB, Before Somasekhar Sundaresan, J.)