Meherunnisha Anand Jaitley, Ms. Morvi Singla and Mr. Mahender Kumar Arya, Advs v. MARENGO ASIA HEALTHCARE PRIVATE LIMITED

.....Respondent Through: Mr. Sandeep Sethi, Sr. Adv. with Mr. Sidharth Sethi, Ms. Shreya Sircar and Mr. Deepank Anand, Advs. CORAM: HON'BLE MR. JUSTICE PURUSHAINDRA KUMAR KAURAV JUDGEMENT PURUSHAINDRA KUMAR KAURAV, J. (ORAL) The instant petition under Section 11 of the Arbitration and Conciliation Act, 1996 (“the Act”) forms part of a batch of six interconnected petitions arising from three agreements, comprising three petitions seeking the appointment of an arbitrator under Section 11 of the Act and three corresponding petitions praying for interim measures under Section 9 of the Act thereof. 2. The factual matrix delineates that the respondent herein, i.e., Marengo Asia Healthcare Private Limited, is a part of a group of entities Signature Not Verified Signed By:AMIT KUMAR SHARMA Signing Date:16.08.2025 14:23:24 Signature Not Verified Signed By:PURUSHAINDRA KUMAR KAURAV engaged in the operation of multi-location hospitals across diverse regions. The respondent had entered into a Collaboration Agreement dated

31.07.2024 with the petitioner herein, namely, Tata 1Mg Healthcare Solutions Pvt. Ltd., whereby, the latter was appointed as the exclusive vendor and supplier for an extensive range of critical healthcare equipments, including but not limited to, pharmaceuticals, medical implants, surgical consumables, and ancillary healthcare products indispensable to the functioning of the respondent’s medical establishments. 3. Furthermore, the petitioner also entered into such exclusive supply arrangements with all constituent entities comprising the respondent Group, for the supply of medicines and ancillary medical items to hospitals operated by three distinct corporate entities under the ownership and control of the respondent. 4. It emerges from the record that consequent to certain alleged operational discrepancies, breaches, and instances of non-compliance with the stipulations envisaged in the governing collaboration agreement, the petitioner, exercising its contractual prerogative, proceeded to terminate the said agreements by issuance of a formal intimation through electronic correspondence dated 12.01.2025. Subsequent thereto, the petitioner, in strict adherence to the dispute resolution mechanism envisaged under Clause 11 of the respective collaboration agreements, invoked the arbitration proceedings vide notice dated 18.06.2025. 5. At this stage, it is of relevance to note that the respondent in its reply, did not impugn or otherwise object to the validity or propriety of such invocation of the arbitral proceedings. 6. Instead, as also contended by Mr Sandeep Sethi and Rajshekhar Rao, Signature Not Verified Signed By:AMIT KUMAR SHARMA Signing Date:16.08.2025 14:23:24 Signature Not Verified Signed By:PURUSHAINDRA KUMAR KAURAV learned senior counsel, appearing for the respective parties, their stance was confined to advocating for the appointment of an independent arbitrator and the constitution of separate arbitral tribunals corresponding to each agreement. 7. For purposes of elucidation, a chart of pending petitions under Section 9 and Section 11 of the Act, each emanating from a distinct collaboration agreement(s) entered into between the parties, is set forth herein below for ready reference:- Section 9 Petition/ Section 11 Petition O.M.P. (I) (Comm.) No. 298 of 2025 Arbitration Petition No. 1118 of 2025 O.M.P. (I) (Comm.) No. 299 of 2025 Arbitration Petition No. 1119 of 2025 O.M.P. (I) (Comm.) No. 297 of 2025 Arbitration Petition No. 1120 of 2025 Collaboration Agreements Ahmedabad Collaboration Agreement 2024. Gurgaon Collaboration Agreement 2024. Faridabad Collaboration Agreement 2024.

31.07

31.07.

31.07 Parties to Collaboration Agreement 1mg Tata Healthcare Solutions Private Limited Marengo Asia Healthcare Private Limited 1mg Tata Healthcare Solutions Private Limited North East Health Care Private Limited 1mg Tata Healthcare Solutions Private Limited QRG Medicare Private Limited

8. It is of further significance to note that Clause 11 of the Ahmedabad Collaboration Agreement, executed on 31.07. 2024, and forming the subject matter of the present petition, is reproduced hereinbelow:- “11. DISPUTE RESOLUTION AND GOVERNING LAW Any dispute which arises between the Parties shall be resolved by good faith discussions between the Parties hereto. Where the Parties are unable to resolve such disputes within 30 (thirty) days from the date of written notice by either Party notifying existence of such dispute, either Party shall be free to refer the dispute to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.The Arbitration shall be conducted by one arbitrator to be jointly appointed by the Parties. Signature Not Verified Signed By:AMIT KUMAR SHARMA Signing Date:16.08.2025 14:23:24 Signature Not Verified Signed By:PURUSHAINDRA KUMAR KAURAV In case the Parties fail to appoint an arbitrator, within 30 (thirty) days from the date of submission of dispute for settlement through arbitration, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be New Delhi and the arbitration proceedings shall be conducted in English language. This Agreement shall be governed by and construed in accordance with the laws of India and the Parties hereby submit to the exclusive jurisdiction of the courts of New Delhi.”

9. The law with respect to the scope and standard of judicial scrutiny under Section 11(6) of the Act has been fairly well settled. This Court, as well, in Pradhaan Air Express Pvt Ltd v. Air Works India Engineering Pvt Ltd1 has extensively dealt with the scope of scrutiny at the stage of Section

11. The Court held as under:- “9. The law with respect to the scope and standard of judicial scrutiny under Section 11(6) of the 1996 Act has been fairly well settled. The Supreme Court in the case of SBI General Insurance Co. Ltd. v. Krish Spinning2, while considering all earlier pronouncements including the Constitutional Bench decision of seven judges in the case of Interplay between Arbitration Agreements under the Arbitration & Conciliation Act, 1996 & the Indian Stamp Act, 1899, In re 3 has held that scope of inquiry at the stage of appointment of an Arbitrator is limited to the extent of prima facie existence of the arbitration agreement and nothing else. 10. It has unequivocally been held in paragraph no.114 in the case of SBI General Insurance Co. Ltd that observations made in Vidya Drolia v. Durga Trading Corpn.4, and adopted in NTPC Ltd. v. SPML Infra Ltd.,5 that the jurisdiction of the referral court when dealing with the issue of “accord and satisfaction” under Section 11 extends to weeding out ex-facie non-arbitrable and frivolous disputes would not apply after the decision of Re: Interplay. The abovenoted paragraph no.114 in the case of SBI General Insurance Co. Ltd reads as under:- “114. In view of the observations made by this Court in In Re: Interplay (supra), it is clear that the scope of enquiry at the stage of appointment of arbitrator is limited to the