Chhattisgarh High Court Restores ABB In Arbitration Appeals After Hitachi Challenges Substitution Order

The Chhattisgarh High Court has restored multinational engineering company ABB Ltd. as a party to two pending arbitration appeals after Hitachi Energy India Ltd. challenged an earlier order substituting it in ABB's place.

The court held that ABB could not be discharged from the proceedings merely on its own assertion that liability in the pending appeals had transferred to Hitachi under a National Company Law Tribunal-approved Scheme of Arrangement.

Justice Naresh Kumar Chandravanshi held that whether liabilities arising from the pending appeals had transferred to Hitachi remained a disputed question. The issue, the court observed, required adjudication after impleading and hearing the alleged successor entity.

"If ABB Ltd. seeks to contend that, by virtue of the Scheme of Arrangement approved by the NCLT, such liability has stood transferred to Hitachi Energy India Ltd. (formerly ABB Power Products and Systems India Ltd.), the said contention necessarily requires adjudication after impleading and hearing the alleged successor entity. Until such determination is made, ABB Ltd. cannot be discharged from the proceedings merely on its own assertion of transfer of liability." the court observed.

The dispute arose from arbitration proceedings between ABB Ltd. and Sarda Energy & Minerals Ltd. Under a Scheme of Arrangement approved by the National Company Law Tribunal, Bengaluru Bench, on November 27, 2019, ABB's Power Grid Business was transferred to ABB Power Products and Systems India Ltd., which was later renamed Hitachi Energy India Ltd.

Relying on the demerger, ABB secured an order substituting Hitachi in the pending appeals without Hitachi being heard. After receiving notice in May 2025, Hitachi sought review, contending that it was not originally a party to the appeals and had consistently denied that the liabilities in question had transferred to it. ABB argued that it could not be compelled to remain a party after the demerger.

The High Court condoned the delay in filing the review petitions, observing that Hitachi had shown sufficient cause and had approached the court after examining the records relating to proceedings in which it had not originally been involved.

The court found that the earlier substitution order had potentially fastened the consequences of the pending proceedings on Hitachi without giving it an opportunity to be heard.

"Although a litigant is ordinarily the dominus litis, the said principle is not absolute and cannot be invoked to substitute another entity in its place when such substitution itself is seriously disputed by the proposed transferee.", the court observed.

The High Court recalled its April 3, 2025 order, restored ABB Ltd. as a party to the appeals and directed that the substitution applications be decided afresh after hearing ABB Ltd., Hitachi Energy India Ltd. and Sarda Energy & Minerals Ltd.

For Petitioner (Hitachi Energy India Ltd.): Senior Advocate Manoj Paranjpe with Advocates K. Rohan and Sujoy Sur.

For Respondent (ABB Ltd.): Advocates Sumesh Bajaj and Rishabh Bajaj.

For Respondent (Sarda Energy & Minerals Ltd.): Advocate Sabyasachi Bhaduri.