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Background

Section 29A of the Arbitration and Conciliation Act, 1996 prescribes a twelve-month period from the completion of pleadings for an arbitral tribunal to deliver its award in domestic arbitrations. Parties may by consent extend this by a further six months under Section 29A(3). Beyond eighteen months, only a court can grant further time, upon sufficient cause shown. The question that had divided High Courts across the country was a deceptively simple one: must the application for court-granted extension be filed before the statutory period runs out, or can it be filed after the mandate has already lapsed?

The Calcutta High Court in Rohan Builders (India) Pvt. Ltd. v. Berger Paints India Limited, and the Patna High Court in a connected matter, had taken the stricter view: once the twelve or eighteen months expired without an extension application pending before a court, the arbitral mandate terminated, and the court was powerless to revive it. The Delhi, Bombay, Kerala, Madras, and Jammu and Kashmir High Courts had taken the opposite view, holding that the court retained the power to extend the period even after its expiry.

The Supreme Court, in a batch of appeals decided on 12 September 2024, settled the question conclusively in Rohan Builders (India) Private Limited v. Berger Paints India Limited, (2025) 10 SCC 802.

What the Supreme Court Held

The Court, per Justice Sanjiv Khanna, held that an application for extension of time under Section 29A(4) read with Section 29A(5) is maintainable even after the expiry of the twelve-month or the extended six-month period. The court's power to grant extension is not extinguished by the mere lapse of the statutory window.

The Court's reasoning rested on the text of Section 29A(4) itself. The provision states that the mandate of the arbitral tribunal shall terminate 'unless the court has, either prior to or after the expiry of the period so specified, extended the period.' The expression 'prior to or after' is unambiguous. The legislature expressly contemplated that an extension application could be filed and granted after the period had expired. Giving the word 'terminate' an absolute and irreversible meaning would render this phrase otiose.

The Court also noted that the word 'terminate' in Section 29A(4) is not followed by a full stop. It is qualified immediately by the word 'unless', which introduces the court's power to extend. Termination under Section 29A(4) is therefore conditional on the non-filing of an extension application, not an absolute legal consequence that cannot be undone. The Court rejected the Calcutta High Court's reliance on the legislative preference for 'terminate' over 'suspend', finding that 'suspend' was avoided not to foreclose post-expiry applications, but to prevent arbitral proceedings from hanging in limbo indefinitely when no party acts.

Crucially, the Court clarified that this does not mean extensions are granted as a matter of course after the period lapses. Section 29A(5) requires the applicant to show sufficient cause, and the court may impose terms and conditions. The first proviso to Section 29A(4) permits fee reduction of up to five percent per month of delay attributable to the tribunal. Judicial discretion remains the check against abuse.

Why This Matters for Commercial Dispute Resolution

The judgment prevents a technically lapsed mandate from becoming a jurisdictional death sentence for arbitrations that may have consumed years of proceedings and significant resources. A strict interpretation would have forced parties to abandon ongoing references mid-stream and start afresh, wasting time, money, and evidence already on record.

At the same time, the ruling is not a licence for indolence. Parties that monitor statutory timelines proactively, flag approaching deadlines, and move for extensions before expiry will always be in a stronger position.

Cox and Kings Ltd. v. SAP India Pvt. Ltd. and Ors. | Supreme Court of India (Constitution Bench) | Arbitration Petition (Civil) No. 38 of 2020 | Decided: 06.12.2023

Can a company that never signed an arbitration agreement be pulled into arbitration proceedings? And can a parent company be bound by an agreement signed only by its subsidiary? A five-judge Constitution Bench of the Supreme Court has now answered these questions with a thoroughness that will reshape how multi-party commercial disputes are structured and contested in India.

The Backstory

The Group of Companies doctrine had a long and somewhat turbulent journey through Indian courts. Originating from a 1982 ICC arbitral tribunal award in the Dow Chemical case in France, the doctrine essentially provides that an arbitration agreement signed by one company within a corporate group can, in appropriate circumstances, bind other non-signatory members of that group.

In India, the doctrine was first recognised by a three-judge bench in Chloro Controls India (P) Ltd. v. Severn Trent Water Purification Inc. (2013), which traced the doctrine to the phrase 'claiming through or under' in Section 45 of the Arbitration and Conciliation Act, 1996. A series of decisions followed, including Cheran Properties, Canara Bank, and ONGC v. Discovery Enterprises, each adding new dimensions but also creating inconsistencies in the law. When a three-judge bench in the Cox and Kings matter itself expressed serious doubt about the correctness of the Chloro Controls approach, the matter was referred to a larger bench.

The Questions Before the Constitution Bench

The five-judge bench, led by Chief Justice D.Y. Chandrachud, was tasked with answering whether the phrase 'claiming through or under' in Sections 8 and 45 of the Act could be read to include the Group of Companies doctrine, and more broadly, whether the doctrine itself was valid in Indian law.

The Chloro Controls Foundation Was Wrong, But the Doctrine Survives

The Constitution Bench delivered a significant course correction. It held unanimously that the approach adopted in Chloro Controls was erroneous to the extent that it traced the Group of Companies doctrine to the phrase 'claiming through or under' in Sections 8 and 45 of the Act. The Court held that this phrase is reserved for persons acting in a derivative or successor capacity, such as assignees, subrogates, or nominees, who step into the shoes of the original signatory party rather than claiming an independent right. A non-signatory company sought to be bound through the Group of Companies doctrine is not acting in that derivative capacity at all. It is claimed to be a party in its own right.

However, the bench went on to hold that the doctrine has independent existence and valid statutory footing, grounded in a harmonious reading of Section 2(1)(h) and Section 7 of the Act. The definition of 'party' under Section 2(1)(h), read with Section 7's broad understanding of arbitration agreements arising from defined legal relationships whether contractual or otherwise, is wide enough to accommodate non-signatory parties whose conduct discloses a mutual intention to be bound.

Consent Is Still the Cornerstone

The bench was emphatic that the doctrine is and must remain a consent-based theory. It cannot be used as a device to bypass the fundamental requirement of party autonomy. The Court expressly held that the principle of alter ego or piercing the corporate veil cannot be the basis for invoking the doctrine. Where a company is to be joined to arbitration proceedings as a non-signatory, the justification must always lie in identifying the mutual intention of the parties, not in some overriding equitable concern.

The mere fact that two companies belong to the same corporate group is a necessary condition for the doctrine to operate, but it is emphatically not a sufficient one. The Court also clarified that the principle of 'single economic entity' cannot be used as a standalone basis to invoke the doctrine, overriding earlier suggestions to that effect in Canara Bank.

The Five-Factor Test From Discovery Enterprises is Affirmed

The bench affirmed and entrenched the five-factor test laid down in ONGC v. Discovery Enterprises as the governing standard. Courts and tribunals applying the doctrine must holistically consider the mutual intent of the parties, the relationship of the non-signatory to the signatory, the commonality of the subject matter, the composite nature of the transaction, and the performance of the contract. The Court stressed that these factors must be considered cumulatively and that their application is inherently fact-specific. Critically, it is the party seeking to implead the non-signatory who bears the burden of satisfying these factors.

On the threshold of involvement required, the Court made clear that mere incidental participation in the negotiation or performance of a contract is not enough. What is required is a positive, direct, and substantial involvement by the non-signatory, to the extent that the other party had legitimate reason to believe that the non-signatory was a veritable party to the contractual arrangement.

Leave the Hard Cases to the Tribunal

The bench also settled the standard of judicial scrutiny at the referral stage under Sections 8 and 11. Courts at the referral stage are not required to conduct a full investigation into whether a non-signatory is bound by the arbitration agreement. They must only make a prima facie determination. Where the question is genuinely complex, as it often will be in multi-party multi-contract scenarios, the referral court should leave the final determination to the arbitral tribunal, which can examine the full factual record under Section 16.

The ODR Angle

INTRODUCTION

In March 2026, the Supreme Court of India drew a line that every arbitration practitioner must understand. In Rajia Begum v. Barnali Mukherjee & Ors. (2026 INSC 106), The Court ruled that when a party alleges the arbitration agreement itself is forged, not merely that a fraud occurred within the underlying contract that no arbitrator can be appointed and no reference can be made. The matter must first be adjudicated by a court of law.

The ruling is significant not because it breaks new ground in doctrine, but because it catches a fault line that Indian courts have repeatedly tripped over: the difference between fraud in a contract and fraud of the arbitration agreement. Getting that distinction wrong means arbitrating a dispute that was never consensually submitted to arbitration in the first place. It is a jurisdictional error, and this judgment corrects it at the highest level.

For institutions and practitioners who work with dispute resolution infrastructure, the implications are direct. The arbitration agreement is not simply a clause it is the source of the arbitrator's power. Where that source is tainted, everything downstream collapses.

THE DOCTRINAL FOUNDATION: CONSENT AS JURISDICTION

Arbitration is, at its core, a creature of consent. This is not a philosophical observation, it has hard legal consequences. An arbitral tribunal draws its jurisdiction exclusively from the agreement of the parties. Where no valid agreement exists, the tribunal has no authority to decide anything, including its own authority.

This is the separability doctrine's other face. The principle that an arbitration clause survives the invalidity of the main contract is well-established. But separability has limits. It protects the arbitration clause from defects in the surrounding contract; it does not insulate the arbitration clause from defects within itself. When a party alleges that the very document containing the arbitration clause was fabricated, separability offers no refuge. There is no valid agreement to separate.

The Supreme Court in Rajia Begum gave this principle its clearest articulation in the context of Indian law. A forged arbitration agreement does not merely raise a procedural objection—it strikes at the jurisdictional root. Courts, not arbitrators, must resolve it.

NARRATION OF FACTS

The dispute centred on a partnership firm, M/s RDDHI Gold, originally constituted on December 1, 2005, by three partners: Barnali Mukherjee, Aftabuddin, and Raihan Ikbal.

Years later, one Rajia Begum claimed that in April 2007, two of the original partners executed a power of attorney in her favour, pursuant to which she entered into a deed of admission and retirement. The "Admission Deed" by which the original partners retired and she was inducted as a 50.33% partner. Crucially, the Admission Deed contained an arbitration clause.

Barnali Mukherjee denied all of this entirely. Her position was that no such deed was ever executed, that the document was a fabrication, and that the partnership's business had in any case been absorbed into a private limited company in 2011. The controversy was compounded by a telling circumstance: despite allegedly acquiring a majority stake in 2007, Rajia Begum first relied on the Admission Deed in October 2016 nearly nine years after its supposed execution, when she issued a legal notice claiming partnership rights.

Three separate proceedings followed, each arriving at a different court, each producing a contradictory outcome.

THE PROCEEDINGS: A STUDY IN JUDICIAL INCONSISTENCY

Section 9  Pre-Arbitration Interim Relief

Rajia Begum's first move was to approach the Trial Court under Section 9 seeking interim protection, including the appointment of a receiver. The Trial Court allowed the application. On appeal, however, the High Court reversed this in May 2018, holding that Rajia Begum had failed to demonstrate even a prima facie case that a valid arbitration agreement existed. The Court was not satisfied that the Admission Deed was genuine. An SLP against this finding was dismissed by the Supreme Court, meaning the High Court's doubt about the document's authenticity attained finality.

Section 8  Reference of Civil Suit to Arbitration

In a parallel track, Barnali Mukherjee filed a civil suit seeking a declaration that the Admission Deed was forged and void. Rajia Begum responded by filing an application under Section 8, asking the civil court to refer the suit to arbitration on the basis of the arbitration clause in that very deed.

The Trial Court refused the reference. It found that the allegations of fraud were serious and complex, and that Rajia Begum had not produced the original Admission Deed or a certified copy as required under Section 8(2). The First Appellate Court agreed. The High Court, exercising supervisory jurisdiction under Article 227 of the Constitution, disagreed—and ordered the reference.

Section 11  Appointment of Arbitrator

Simultaneously, Rajia Begum filed a petition under Section 11 seeking the appointment of an arbitrator. The High Court dismissed this petition, holding that until the very existence of the arbitration agreement was finally decided, any appointment would be premature.

The result was a glaring contradiction: the same High Court, confronted with the same facts, referred the dispute to arbitration under Section 8 while refusing to appoint an arbitrator under Section 11. The Supreme Court was required to resolve this inconsistency.

THE ISSUE

The Court framed the question with precision: where a party contends that the document containing the arbitration clause is itself forged and never executed, can a court refer the dispute to arbitration under Section 8, or appoint an arbitrator under Section 11?

This required the Court to navigate two competing currents in Indian arbitration jurisprudence- the doctrine of minimal judicial intervention and the foundational requirement of a valid, consensually entered arbitration agreement.

ANALYSIS: SECTION 8 AND SECTION 11 UNDER THE FRAUD LENS

The General Rule on Fraud and Arbitrability

Indian courts have consistently held, following A. Ayyasamy v. A. Paramasivam (2016) and refined in Vidya Drolia v. Durga Trading Corporation (2021), that mere allegations of fraud do not render a dispute non-arbitrable. Fraud that is internal to the contract disputes about misrepresentation, contractual deceit, fraudulent performance can be and routinely is decided by arbitral tribunals.

The threshold shifts, however, when the allegation is directed at the arbitration agreement itself. In Avitel Post Studioz Ltd. v. HSBC PI Holdings (Mauritius) Ltd. (2021), the Supreme Court held that where fraud permeates the entire contract or goes to the root of the arbitration clause, the jurisdictional question must be answered by a court. The test is not whether fraud is alleged, but where the fraud is alleged to operate.

The Specific Defect in This Case

In Rajia Begum, the allegation was not that the partnership firm was defrauded in some commercial transaction. The allegation was that the Admission Deed the very document said to contain the arbitration agreement was fabricated. There was no original on record. There was no contemporaneous acknowledgment of the deed's execution. For nine years, no one had acted on it. Banking records, firm documents, and the conduct of all parties during that period reflected the original partnership structure, not the alleged reconstitution.

Faced with this, the Court applied a straightforward but important principle: you cannot invoke an arbitration agreement to adjudicate a dispute about whether that same agreement exists. The consent upon which arbitral jurisdiction rests cannot be assumed into existence.

The High Court's Error Under Section 8

Section 8 of the Act mandates that a judicial authority, when seized of a dispute covered by an arbitration agreement, must refer the parties to arbitration unless it finds that the agreement is null and void, inoperative, or incapable of being performed. The key word is "finds." This requires the court to conduct at least a prima facie examination of whether a valid agreement exists.

The High Court, exercising Article 227 jurisdiction, re-appreciated evidence and reversed two concurrent fact-finding decisions. The Supreme Court held this was an impermissible exercise of supervisory power. Article 227 does not permit a High Court to substitute its own conclusions for those of lower courts merely because a different reading is possible. Supervisory jurisdiction is corrective, not appellate.

More fundamentally, by ordering the reference despite the absence of the original document and the grave questions hanging over the deed's authenticity, the High Court bypassed the gatekeeping function that Section 8 imposes on courts before they surrender jurisdiction to an arbitral tribunal.

The Section 11 Dimension

The High Court's decision under Section 11 was, paradoxically, the correct one though it stood in direct contradiction with its Section 8 order. Section 11(6A), as interpreted through Duro Felguera and subsequent cases, requires courts to confine their examination at the appointment stage to whether an arbitration agreement exists. Where that examination raises serious doubt, appointment must wait.

This is not a technicality. An arbitrator appointed under a disputed agreement inherits that dispute. Any award rendered would face immediate challenge on jurisdictional grounds under Section 34. The prudent course and the one the Supreme Court endorsed is to resolve the foundational question first.

The combined effect of the ruling on both sections is a coherent position: courts must not export jurisdictional questions to arbitrators. Where the existence of the agreement is genuinely contested on serious material, courts must decide it themselves.

THE EVIDENTIARY DIMENSION

What distinguishes this case from a routine fraud allegation is the quality of the evidentiary doubt. The Supreme Court pointed to five convergent circumstances: the nine-year delay before the deed was relied upon; the absence of the original document; the husband's admitted continued participation as a partner until 2010, three years after the alleged retirement; the consistent exclusion of Rajia Begum from all banking and firm records; and the finality achieved by the High Court's 2018 Section 9 order doubting the document's authenticity.

Each circumstance, standing alone, might not defeat a prima facie case. Together, they formed a picture that made a prima facie finding in favour of the agreement's existence impossible to sustain. This is the standard courts must apply at the referral stage: not proof beyond doubt, but a genuine prima facie satisfaction that an agreement exists.

CONCLUSION

Rajia Begum v. Barnali Mukherjee is a judgment about the floor, not the ceiling, of judicial intervention in arbitration. It does not encourage courts to look for reasons to refuse reference. What it does is insist that courts not be complicit in bootstrapping jurisdiction for arbitral tribunals that have none.

The ruling holds that the gatekeeping role of courts under Section 8 and Section 11 is not a formality. It is a substantive inquiry, however brief, into whether the source of arbitral jurisdiction the agreement itself actually exists. Where that inquiry raises serious questions that two concurrent fact-finding courts have already answered in the negative, a supervisory court cannot simply bypass them in the name of pro-arbitration policy.

AUTHOR'S OPINION

This judgment resolves a confusion that, frankly, should not have required Supreme Court intervention. The principle that a forged agreement cannot ground arbitral jurisdiction is not novel. What the High Court got wrong was the assumption that pro-arbitration policy is a mandate to refer disputes to arbitration regardless of whether the arbitration agreement is valid. It is not.

Pro-arbitration policy means respecting arbitration where the parties have genuinely chosen it. It says nothing about forcing parties into a process they never agreed to and indeed, it says quite the opposite.

For dispute resolution practitioners, the lesson is both procedural and commercial. In any case where the authenticity of the document containing the arbitration clause is in dispute, the threshold question must be resolved before any reference is made or arbitrator appointed. Skipping that step does not save time it defers the same question to a more expensive and disruptive setting: a challenge under Section 34.

There is also a structural implication for ODR infrastructure. Platforms like adrEdge operate on the premise that parties have agreed to resolve disputes through a particular mechanism. The integrity of that premise the existence of genuine, verifiable consent is what makes digital dispute resolution enforceable. Rajia Begum is, at bottom, a reminder that the value of any dispute resolution system begins with the validity of the agreement that invokes it.

INTRODUCTION

There is a deceptively simple question at the heart of many arbitration disputes in India: when, exactly, does the arbitration begin?

It sounds straightforward. But for banks, NBFCs, and corporate litigants holding a pre-arbitration court order under Section 9 of the Arbitration and Conciliation Act, 1996, getting this date wrong can cost them everything, including the interim protection they fought to secure.

The Supreme Court of India put this uncertainty to rest in Regenta Hotels Pvt. Ltd. v. M/s Hotel Grand Centre Point and

Ors. (2026 INSC 32), decided on January 7, 2026. The ruling is unambiguous: arbitral proceedings commence the moment the opposite party receives the notice invoking arbitration under Section 21 of the Act. Filing a petition under Section 11 has nothing to do with it.

NARRATION OF FACTS AND PROCEDURAL HISTORY

The dispute arose out of a Franchise Agreement dated March 23, 2019, between Regenta Hotels (the Appellant) and M/s Hotel Grand Centre Point (the Respondent) for the operation of a hotel in Srinagar. The Appellant alleged that a partner of the Respondent was actively interfering in the hotel's day-to-day management, and approached the Trial Court in Bengaluru for interim relief.

The events that followed unfolded in quick succession:

February 17, 2024: The Trial Court granted an ad-interim injunction in the Appellant's favour under Section 9 of the Act.

April 11, 2024: The Appellant issued a formal notice invoking arbitration under Clause 19.1 of the Franchise Agreement -this was the Section 21 Notice

April 23, 2024: The Respondent replied, denying the existence of the agreement altogether and refusing to jointly appoint an arbitrator.

June 28, 2024: Finding no agreement on appointment, the Appellant filed a petition under Section 11(6) before the High Court.

Here is where the legal trouble began. The 90-day window under Section 9(2) of the Act within which arbitral proceedings must be initiated following an interim order was calculated by the Trial Court and subsequently the Karnataka High Court as running from February 17, 2024. That meant the deadline fell on May 17, 2024. The Section 11 petition was filed on June 28, 2024, well after that date.

The High Court vacated the interim injunction on November 14, 2024, holding that arbitration had not been initiated in time.

ISSUE

The sole question before the Supreme Court was this: for the purposes of the 90-day mandate under Section 9(2), does arbitration "commence" when the Section 21 notice is received, or only when a Section 11 petition is filed?

ANALYSIS

A Division Bench comprising Justice Dipankar Datta and Justice Augustine George Masih reversed the High Court's order and, in doing so, reaffirmed a principle that should never have been in doubt.

Section 21 is the exclusive trigger. The Court held that commencement of arbitral proceedings is a statutory event governed solely by Section 21 of the Act. Proceedings begin the moment the respondent receives the claimant's request to refer the dispute to arbitration. Any judicial application filed in connection with the arbitration whether for interim relief under Section 9 or for arbitrator appointment under Section 11 does not constitute the commencement of the arbitral process itself.

Section 11 is a fallback, not a starting gun. When the agreed appointment mechanism breaks down as it did here, with the Respondent refusing to cooperate Section 11 provides a court-assisted remedy. But invoking that remedy does not mark the start of arbitration. Treating it as such would penalise any claimant who acts in good faith by issuing notice promptly, simply because the other side refuses to participate in the appointment process.

The 90-day window was met. Since the Appellant's Section 21 notice was issued on April 11, 2024, and received well within 90 days of the February 17 interim order, the mandate of Section 9(2) was fulfilled in full. The High Court's vacation of the stay was, accordingly, legally unsound.

CONCLUSION

The Supreme Court's ruling in Regenta Hotels brings welcome clarity to a question that has caused genuine confusion across trial courts and High Courts alike. By anchoring arbitral commencement firmly to the receipt of the Section 21 notice, the Court has insulated the process from delays caused by uncooperative respondents and overloaded court registries.

But clarity in the law only helps those who can act on it. If a lender cannot prove, with precision, when the Section 21 notice was received, the ruling offers cold comfort. Legal certainty must be matched by operational reliability.

AUTHOR'S OPINION

What strikes me most about this judgment is not the legal proposition it establishes, which is, frankly, what Section 21 has always said on its face, but the fact that it needed to be settled by the Supreme Court at all. The High Court's error was not obscure; it conflated a judicial remedy with a substantive legal event, and did so at the cost of a party's valid interim protection.

The takeaway for legal practitioners and corporate counsel is twofold. First, issue the Section 21 notice early and document receipt meticulously. Second, do not assume that a Section 11 filing is a safety net for limitation purposes…it is not. In an environment where defaulting borrowers are increasingly sophisticated in their evasion tactics, every step in the pre-arbitration chain must be airtight.

Institutions that migrate to institutional ODR frameworks are not just making an efficiency choice. They are building an evidentiary record that this Supreme Court has now confirmed is the foundation of the entire arbitral process.