Indrani Sarangi vs Reliance Projects And
2026 Latest Caselaw 715 Cal/2

Calcutta High Court

Indrani Sarangi vs Reliance Projects And on 10 February, 2026

Author: Shampa Sarkar

Bench: Shampa Sarkar

                  IN THE HIGH COURT AT CALCUTTA
                   ORIGINAL CIVIL JURISDICTION
                          ORIGINAL SIDE
                       COMMERCIAL DIVISION

     BEFORE :-

     THE HON'BLE JUSTICE SHAMPA SARKAR


                            AP (COM) No.- 262 of 2025

                                INDRANI SARANGI

                                       vs.

                     RELIANCE PROJECTS AND
          PROPERTY MANAGEMENT SERVICE LIMITED AND ANR.


       For the Petitioner               : Mr. Diptomoy Talukder. Adv.,
                                          Mr. Siddharth Shroff, Adv.

       For the Respondents              : Mr. Aniruddha Chatterjee, Adv.
                                          Mr. V.V.V Sastry, Adv.
                                          Ms. Khushi Gupta, Adv.

       Judgment Reserved on             : 29.01.2026

       Judgment Delivered on            : 10.02.2026

       Judgment Uploaded on             : 10.02.2026

Shampa Sarkar, J.

1. The petitioner prays for appointment of an arbitral tribunal, for

settlement of disputes which arose between the petitioner and the

respondent as also the predecessor in interest of the respondent, in respect

of a lease agreement dated July 17, 2003. The petitioner contends that the

lease agreement was executed with Reliance Infocomm Ltd. Subsequently,

the said lease deed was amended on November 10, 2014. Reliance Infratel

Ltd., (formerly known as Reliance Telecom Infrastructure Ltd.) which

demerged from Reliance Communications Ltd., (formerly Reliance Infocomm

Ltd.) and Reliance Telecom Ltd., (formerly Reliable Internet Services Ltd.),

was incorporated as the lessee in place of Reliance Infocomm Ltd.

2. M/s Reliance Infratel Ltd. (RITL) was admitted into insolvency under

the provisions of the Insolvency and Bankruptcy Code 2016, (in short IBC).

The National Company Law Tribunal, Mumbai, approved the resolution plan

submitted by the respondent No.1 and consequently, the respondent No. 1

had successfully taken over RITL with effect from December 22, 2022.

Pursuant to another scheme of arrangement approved by the Company Law

Tribunal, dated May, 11, 2023, the respondent No.1 transferred its passive

infrastructure business in favour of respondent No. 2. According to the

petitioner, the respondent No. 2 became the owner of the tower on the

leasehold land, which had been originally leased in favour of Reliance

Infocomm Ltd. The petitioner submitted that the expression lessee in the

original agreement dated July 17, 2003, namely, Reliance Infocomm Ltd.

included its successors and assigns. Thus, the agreement and the

arbitration clause were binding on the respondents.

3. Upon execution of the agreement dated July 17, 2003, Reliance

Infocomm Ltd. had taken on lease an open area of 1500 sq. ft. at Anwarpur,

pertaining to RS Dag No.305, Mouza -Bishnupur, J.L. No. 106 under Police

Station- Barasat, District No. 24 Parganas. The said premises was leased

out for creation of a tower and installation of various equipments. The

parties had agreed to certain terms and conditions. The agreement also

contained an arbitration clause for settlement of disputes through

arbitration. Each party was to appoint an arbitrator and the third arbitrator

was to be appointed by the two appointed arbitrators.

4. The petitioner invoked the arbitration clause, for resolution of various

disputes which arose when certain terms and conditions of the lease

agreement were allegedly violated by the erstwhile lessee and its successors

i.e., the respondents.

5. The petitioner alleged that the deed stipulated that the lease rent

would be enhanced at a rate of 20% every three years. The lease stood

determined on July 31, 2023. Several rounds of discussions had taken place

between the petitioner and the respondent No. 1. Emails were exchanged

with multiple drafts of the newly proposed lease deed. The petitioner made

her best effort to renew the said agreement of 2003, but the respondent No.1

did not come up with any positive response. Consequently, by a letter dated

June 26, 2024, the respondent No. 1 was called upon to vacate the demised

premises. The petitioner sought reimbursement of the expenses incurred on

account of maintaining full-time security personnel and towards payment of

enhanced municipal taxes. By another letter dated July 2, 2024, the

petitioner informed the respondent No. 1 that, as the lease had expired on

July 31, 2023, the respondent No.1 was liable to pay Rs. 78,000/- per

month as rent for continued occupation of the property even after expiry of

the lease. The petitioner also communicated that the arrears were payable

from August 1, 2023, till such time the property was not vacated. The

petitioner's husband sent an email on July 16, 2024, to the respondent No.

1, clarifying that, in the event the respondent No. 1 did not agree to an

enhanced rent, the petitioner would be left with no other option, but to

disconnect the supply of electricity from the property. The respondent No. 1

also filed an application under Section 144 of the Code of Criminal

Procedure 1973, against the petitioner. However, no official copy of the said

application was received either by the petitioner or by the petitioner's agent.

By several letters, the petitioner sought clarification from the respondent No.

1 with regard to the fate of the proposal for renewal and payment of the

outstanding. However, the respondent No. 1 did not send any answer to

such queries. Therefore, the parties sought to resolve the dispute amicably

and a settlement document was executed on July 24, 2024. Both the parties

agreed to withdraw their respective allegations and counter-allegations.

6. It was agreed that the petitioner would restore the electric supply to

the property, and the respondent No. 1 would clear all dues relating to the

security personnel, etc. By email dated August 8, 2024, the respondent No.1

informed the petitioner of its willingness to withdraw the application under

Section 144 of the Code of Criminal Procedures. The email also provided

some assurances to the petitioner. On September 2, 2024, the respondent

No.1 issued a letter to the petitioner, thereby, agreeing to vacate the

property and remove all telecom equipments. The respondent No. 1 also

requested refund of Rs 90,000/-, being the security deposit made in terms

of the lease agreement. Even after a series of communications and exchange

of letters between the parties, the dispute allegedly remained unresolved.

According to the petitioner, the dispute was with regard to unpaid rents,

additional expenses incurred by the petitioner, occupational charges for

overstay by the respondents, amongst others. In the above-mentioned

circumstances, a sum of Rs 1,75,13,720/- was due and payable by the

respondent No. 1 to the petitioner, subject to final adjudication by the

competent authority. The petitioner also claimed interest at the rate of 18%

per annum till actual realization of the amount due. As the respondent No. 1

and its agency did not perform its obligations under the lease agreement, by

a notice dated October 1, 2024, the petitioner invoked the arbitration clause

for reference of the dispute to arbitration. Mr. Debashis Bose, a retired IAS

officer, was appointed as an arbitrator. The notice appointing the arbitrator

was duly forwarded to the respondent No. 1.

7. When the respondent tried to remove the telecommunication materials

from the property without settling the dues of the petitioner, the petitioner

filed an application under Section 9 of the Arbitration and Conciliation Act,

1996, (hereinafter referred to as the said Act) before the learned Additional

District Judge, 8th Court at Barasat for interim relief. An interim protection

was granted by the learned Civil court, restraining the respondent No.1 from

removing any machinery installed at the property until the dues were

cleared. The respondent No. 1 preferred an appeal against the said order.

8. The nominated arbitrator accepted his appointment and scheduled a

hearing on October 30, 2024. The hearing was adjourned on that date as

the respondent failed to appear. Thereafter, the respondent No.1, vide a

letter dated October 25, 2024, objected to the unilateral appointment of the

arbitrator. The respondent No. 1 also filed an application under Section 14

of the said Act, challenging the appointment of the arbitrator. The said

application was registered as AP COM 1050 of 2024. The said application

came up for hearing before this court on December 16, 2024, and by an

order dated December 16, 2024, the AP COM 1050 of 2024 was allowed,

thereby terminating the mandate of the unilaterally appointed arbitrator. AP

COM 1103 of 2024 was filed by the petitioner, seeking appointment of an

arbitrator soon after the respondent No.1 had approached this court for

termination of the mandate of arbitrator. AP COM 1103 of 2024, that is, the

application for appointment of an arbitrator filed by the petitioner was

dismissed by this court on the ground that the notice invoking arbitration

was not proper. Consequent thereupon, the petitioner issued a notice on

February 13, 2025, calling upon the respondent to concur to the

appointment of an arbitral tribunal for adjudication of the dispute between

the parties.

9. By letter dated 12 March, 2025, the learned advocates for each of the

respondents denied the claims of the petitioner and submitted that the

claims were not arbitrable. No arbitration agreement existed between the

petitioner and either of the respondents.

10. It was submitted by Mr. Diptomoy Talukder, learned advocate for the

petitioner, that this was a fit case for appointment of an arbitral tribunal in

terms of the dispute resolution clause contained in the lease agreement

dated July 17, 2003.

11. Mr. Aniruddha Chatterjee. learned senior advocate appeared on behalf

of respondent No.1 and submitted that the petitioner did not enter into any

agreement with the respondent No. 1. The dispute emanated from the lease

agreement dated July 17, 2003. The respondent No. 1 was a non-signatory.

The arbitration clause in the said lease agreement was not incorporated by

reference in the amendment agreement. The amendment agreement was

also not signed by respondent No. 1. Under the amendment, the entire

character of the lease agreement dated July 17, 2003 underwent a

substantial change. Two new entities were introduced by the amendment

agreement. Reliance Infratel Ltd. was added as a lessee and it was agreed

between the parties that in case Reliance Infratel Ltd. provided passive

telecom infrastructure services through Reliance Jio Infocomm Ltd, the

lessor would be entitled for additional rent and compensation. Therefore, the

respondent No. 1 was not connected with either the lease agreement or with

the amended lease agreement. Moreover, on May 15, 2018, Reliance Infratel

Ltd. was admitted into a Corporate Insolvency Resolution Process under

Section 7 of the IBC. On May 8, 2019, the Interim Resolution Professional

issued a public announcement inviting claims from creditors of the

corporate debtor. During the Corporate Insolvency Resolution Process, the

respondent No. 1 submitted a resolution plan which was subsequently

approved by the NCLT, Mumbai Bench on December 3, 2020.Pursuant to

the implementation of the Resolution Plan, on and from December 22, 2022,

the respondent No. 1 acquired 100% control and ownership of Reliance

Infratel Ltd. Between May 15, 2018 and December 22, 2022, the Resolution

Professionals ensured payment of the monthly rents to the petitioner. The

petitioner did not submit any claims before the Resolution Professional

either towards arrear rent or outstanding dues towards maintenance of the

property, security personnel and municipal taxes. As the tenure of the lease

was to come to an end on and from July 31, 2023, the petitioner and the

respondent No. 1 had been in constant dialogue for renewal of the

agreement. However, the renewal did not take place. Even after the expiry of

the agreement, the respondent No. 1 had continued to pay the rentals on a

month-to-month basis and had paid the rent up to September 2024. It was

further submitted that the premises were vacated thereafter.

12. The claim of the petitioner seeking clearance of the arrear dues from

August 2003 would not in any event be recoverable from respondent No. 1.

The respondent No.1 had taken on the property pursuant to the order of the

NCLT, Mumbai, on a clean slate basis. Some of the clauses of the

Resolution Plan were relied upon, which are extracted below: -

"(a) Any stakeholder of the Corporate Debtor, including any Creditor whether Financial Creditors, Employees, Workmen, Government and/or Statutory Authorities, Other Operational Creditors, shareholders or any other stakeholder and all claims and liabilities of any nature whatsoever (whether claimed or unclaimed, admitted or not, due-or-contingent- asserted or um-

asserted, crystallised or uncrystallised, known or unknown, disputed or undisputed) of the Corporate Debtor for any period up to the Effective Date towards the Creditors and other Stakeholders of the Corporate Debtor shall be extinguished and settled, upon payment of the Total Resolution Amount on the Effective Date, on and with effect from the NCLT Approval Date; and

(b) Reliance Communications Limited, Reliance Telecom Limited or any of their respective Affiliates or shareholders, employees, workmen, promoters, financial creditors, operational creditors, contracting counter-parties, Government and/or Statutory Authorities or any other stakeholders (collectively "Group Stakeholders") (in each case whether past, existing or future) and all liabilities of any nature whatsoever (whether claimed or unclaimed, admitted or not, due or contingent, asserted or un- asserted, crystallised or uncrystallised, known or unknown,

disputed or undisputed) of the Corporate Debtor for any period up to the Effective Date towards such Group Stakeholders (or any person claims through or on behalf of them) shall be extinguished and settled, upon payment of the Total Resolution Amount on the Effective Date, on and with effect from the NCLT Approval Date."

13. Mr Chatterjee urged that, the dues for the pre-CIRP period could not

be claimed from the respondent No.1. The resolution professional had paid

all the arrear rents to the petitioner. The claims were not arbitrable as the

debt stood discharged. Even assuming that there were arrear dues, those

stood extinguished after the Resolution Process had been successfully

admitted and effected. The status of the petitioner, was that of a debtor. In

the event the petitioner had any claims for the pre-CIRP period, the same

should have been raised before the Resolution Professional. The petitioner's

claim could not be revived through arbitration.

14. It was further contended that, the dues between January 2023 to July

2023, were misconceived and not sustainable in law. The respondent No.1

continued to pay rent on a month-to-month basis till September 2024. The

petitioner relied upon a settlement between the parties, which did not

contain any arbitration clause. Moreover, the settlement amounted to

novation of the lease deed and the terms and conditions thereof. The

petitioner was trying to extort money from the respondent No. 1.

15. Mr. V.V.V Shastri, learned Advocate appeared on behalf of the

respondent No. 2. He submitted that the respondent No.2 was neither a

party to the lease agreement nor a party to the amended lease agreement.

The petitioner and respondent No.2 neither had any interaction nor any

business dealing in the entire process. The lease agreement had expired

when the respondent No.2 had taken over the passive infrastructure

business. The claims of the petitioner were denied on the grounds that they

were based on a settlement agreement which did not contain any arbitration

clause. Moreover, the settlement agreement resulted in the novation of the

lease agreement, which was executed between the petitioner and Reliance

Infocomm Limited, as also novation of the amended lease agreement by

which Reliance Infratel Ltd. was incorporated as a lessee. He prays that in

the absence of any agreement between the petitioner and the respondents

and especially in view of the fact that there was no arbitration agreement

between the parties, the application must be dismissed.

16. Considered the submissions of the learned Advocates for the

respective parties.

17. The issue before this Court is whether the dispute should be referred

to an arbitral tribunal in terms of the arbitration clause contained in lease

agreement dated July 17, 2003, which was entered into between the

petitioner as a lessor and Reliance Infocomm Ltd. as the lessee. The clause

is quoted below :-

"(g) It is hereby expressly agreed that if at any time there shall arise any dispute,. doubt or difference or question with regard to registration of this agreement or in respect of the rights, duties & liabilities of the parties hereto assigns ...............

present then every dispute doubt difference or question shall be referred to arbitration as per the provisions of the Arbitration & Conciliation Act 1996 and title unless framed hereunder Two arbitrators to be appointed, one by each of the parties and third to be appointed by the said two arbitrators. The decision of the Arbitrators shall be final and binding on the parties to this Deed."

18. In the said agreement, Reliance Infocomm Ltd. was the lessee and the

expression included its successors and assigns. The relevant portion is

quoted below:-

"THIS LEASE AGREEMENT is made and entered into at Kolkata on this 17th day of July, 2003 BETWEEN MRS. INDRANI SARANGI, wife of Mr. Kalyan Sarangi, residing at BE-246, Sector - I, Salt Lake City, Kolkata - 700064, hereinafter called the "LESSOR" (which expression shall unless it be repugnant to the contract or meaning thereof shall include the successor in Title and assigns) of the FIRST PART and RELIANCE INFOCOM LTD., a Company incorporated under the provisions of the Indian Companies Act, 1956 and having their Registered Office at Avadeah Home, 3rd Floor, Preetam Nagar, Elite Bridge, Ahmed - 380 006 and Circle Office at Reliance House, 34, Chowringhee Road, Kolkata - 700071, hereinafter called "LESSEE"

which expression shall include their successor and assigns] of the SECOND PART represented by Gandhi Sircar as its Constituted Attorney."

19. The lease was for a period of 20 years, with a 20% increase in the

lease rental every three years. The renewal clause is quoted below:-

"8 (f) It is hereby agreed occupier and tenants that the term of the lease shall be 20 years with a 20% escalation in lease rental adhoc every 3 years period."

20. It is an admitted position that Reliance Infratel Limited stepped into

the shoes of the lessee. Reliance Infratel Ltd., (formerly known as Reliance

Telecom Infrastructure Ltd.) had demerged from Reliance Communications

Ltd., (formerly Reliance Infocomm Ltd.) and Reliance Telecom Ltd., (formerly

Reliable Internet Services Ltd.). In the amendment agreement, it was stated

that the lessee i.e., Reliance Infocomm Limited, intended to share its active

telecommunication infrastructure installed at the demised premise with

Reliance Jio Infocomm Limited or RJIL, who will be the customer of the

lessee and who in turn may have to set up additional antennas and other

equipments and the lessor had agreed to such clause on the terms and

conditions set forth in the amendment agreement. The relevant portion

thereof is quoted below:-

"B. The Lessee intends to share its passive Telecommunication Infrastructure installed at the said Demised Premises with Reliance Jio Infocomm Limited or RJIL (who will be the Customer of Lessee) who in turn may have to set up additional Antennas and other equipment's ("Customer Telecom Equipments") and the LESSOR has agreed for the same on the terms and conditions set forth herein below.

C) In the above premises, parties agree to amend principal agreement by executing this 1st Amendment to record the amended terms and conditions in the Principal Agreement."

21. The parties agreed that the terms and conditions in the amendment,

would become an integral part of the principal agreement with effect from

the date of execution of the amendment agreement dated November 10,

2014. It also provided that the amendment agreement and the principal

agreement shall be read and construed as one and the same document and

the first amendment shall be considered to be a part of the principal

agreement. The terms and conditions of the principal agreement would

remain unchanged and shall be in full force and effect, except as amended

by the amended agreement dated November 10, 2014. The parties also

agreed that the clauses of the principal agreement which were not in conflict

with any of the clauses of the amendment shall continue to apply with full

effect. Therefore, prima facie, the amendment agreement cannot be said to

be a separate agreement, distinct and severable from the lease agreement of

2003. By the amendment agreement, certain clauses were incorporated in

the existing agreement and a new entity was incorporated as the lessee. The

relevant portions are quoted below:-

"RELIANCE INFRATEL LIMITED formerly known as Reliance Telecom Infrastructure Limited, demerged from Reliance Communications Limited (formerly Reliance Infocomm Limited) and Reliance Telecom Limited (formerly Reliable Internet Services Limited respectively) a company incorporated and registered under the Companies Act, 1955 and having its registered office at H Block, First Floor. Dhirubhai Ambani Knowledge City. Navi Mumbai- 400 710 and Circle office at Reliance House, 3rd Floor, 34, Chowringhee Road, Kolkata - 700071 (hereinafter referred to as LESSEE: which expression shall include its permitted successors and assigns)"

22. Reliance Infratel Ltd., (formerly known as Reliance Telecom

Infrastructure Ltd.) which demerged from Reliance Communications Ltd.,

(formerly Reliance Infocomm Ltd.) and Reliance Telecom Ltd., (formerly

Reliable Internet Services Ltd.) became the lessee. Reliance Infratel Limited

was admitted into the CIRP under the provisions of the IBC and the

respondent No.1 as the successful resolution applicant, had taken over

Reliance Infratel Limited.

23. It is an admitted position that the respondent No.1 was running the

business from the demised premises and paying the rent. The resolution

professional was also paying the rent to the petitioner. It is also an admitted

position that the respondent No.1 had transferred its passive infrastructure

business in favour of the respondent No.2 and the respondent No.2 was

running the tower which was installed in the lease hold premises. The

possibility of RJIL operating the tower is also mentioned in the amendment

agreement. Therefore, the fact that the respondents had entered into the

property, and used the same to operate the tower and equipments as a part

of their telecom business, is, prima facie, available from the records.

Moreover, the series of correspondence between the petitioner and the

respondent No.1 further indicate that the issue of renewal of the lease deed

was being contemplated and deliberated upon by the parties, but the parties

did not come to an agreement. It is also alleged by the petitioner that the

respondent No. 2 continued to enjoy the property and occupied the same

after the expiry of the lease deed, on account of which the petitioner was

entitled to enhanced rent as per the terms of the deed of 2003 and the

renewal clause. The petitioner also claims occupational charges as the

property was being occupied by the respondents even after the lease had

expired. Further claims were in respect of payments made to security

personnel, torwards property tax etc. The respondent No.1 also claimed

return of the security deposit which was originally paid to the lessor. The

question of return of security money to the respondent No.1 would only

arise, if the respondent No. 1 considered itself to be entitled to the money

deposited by the original lessee. The resolution plan was approved in

December 2022, but records reveal that the respondent No.1 occupied the

premises and the lease was determined upon expiry of its term in July 2023.

The respondent No.2 took over the passive infrastructure business in May

2023 but the premises were occupied upto September 2024. Thus, whether

all debts were extinguished when the Respondent No.1 came into the picture

or not, is a triable issue.

24. Moreover, such issues touch the question of jurisdiction of the arbitral

tribunal and arbitrability of the dispute. They must be raised before the

learned tribual. Further, whether the arbitration clause could be invoked

against the respondents who are non-signatories to the lease deed is also an

issue to be decided by the learned tribunal. Prima facie, it appears that the

respondents had also acted on the basis of the lease deed and came in

possession of the demised premises on the basis of the same.

25. The law as to whether non-signatories can be bound by an arbitration

agreement has been developed by the Hon'ble Apex Court. Some of the

decisions are discussed below.

26. In Ajay Madhusudan Patel v. Jyotrindra S. Patel, reported in

(2025) 2 SCC 147, the Hon'ble Apex Court held as follows:-

"123. ... The intention of the parties to be bound by an arbitration agreement can be gauged from the circumstances that surround the participation of the non-signatory party in the negotiation, performance, and termination of the underlying contract containing such agreement. The Unidroit Principle of International Commercial Contract, 2016 [Unidroit Principles of International Commercial Contracts, 2016, Article 4.3.] provides that the subjective intention of the parties could be ascertained by having regard to the following circumstances:

(a) preliminary negotiations between the parties;

(b) practices which the parties have established between themselves;

(c) the conduct of the parties subsequent to the conclusion of the contract;

(d) the nature and purpose of the contract;

(e) the meaning commonly given to terms and expressions in the trade concerned; and

(f) usages.

***

126. Evaluating the involvement of the non-signatory party in the negotiation, performance, or termination of a contract is an important factor for a number of reasons. First, by being actively involved in the performance of a contract, a non- signatory may create an appearance that it is a veritable party to the contract containing the arbitration agreement; second, the conduct of the non-signatory may be in harmony with the conduct of the other members of the group, leading the other party to legitimately believe that the non-signatory was a veritable party to the contract; and third, the other party has legitimate reasons to rely on the appearance created by the non-signatory party so as to bind it to the arbitration agreement.

***

127. ... The nature or standard of involvement of the non- signatory in the performance of the contract should be such that the non-signatory has actively assumed obligations or performance upon itself under the contract. In other words, the test is to determine whether the non-signatory has a positive, direct, and substantial involvement in the negotiation, performance, or termination of the contract. Mere incidental involvement in the negotiation or performance of the contract is not sufficient to infer the consent of the non- signatory to be bound by the underlying contract or its arbitration agreement. The burden is on the party seeking joinder of the non-signatory to the arbitration agreement to prove a conscious and deliberate conduct of involvement of the non-signatory based on objective evidence."