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IN THE HIGH COURT OF DELHI AT NEW DELHI
NEENA BANSAL KRISHNA, J.
Khushali Chugh D/o. Late Mr. Vijay Chugh – Appellant
Versus
Vaykkakkara Sankara Narayanan – Respondent
ARB.P. 165 of 2019, OMP(I)(COMM) 392 of 2018, OMP(I)(COMM) 102 of 2019
Decided on : 27-01-2023
Arbitration & Conciliation Act, 1996 - Section 11(6), 9, 8, 12, 17 - Appointment of an Arbitrator - Adjudication of disputes - Petition has been filed for appointment of an Arbitrator for adjudication of disputes between parties – Held, In appropriate cases where it is prima facie found that dispute so interlinked on account of agencies or such other principles that dispute cannot be decided completely and absolutely in absence of other parties who may not be a signatory to Arbitration Agreement, may be referred for Arbitration - But in present circumstances as has already been held above, Arbitration Agreement is only between petitioner No. 1 and respondent No. 1, and at this stage, it is not manifested from facts that disputes inter se between petitioner No. 1 and respondent No. 1 cannot be determined in absence of petitioner No. 2 and respondent Nos. 2 to 4 - It may also be observed that parties had submitted that essentially disputes have been settled and except in respect of responsibilities of either party to make payment of GST - However, terms of settlement have not been placed on record - Considering disputes having been raised in respect of MOU which contains an Arbitration clause petitioner No.1 and respondent No.1 are hereby referred to arbitration - Petitions disposed of.
JUDGMENT :
NEENA BANSAL KRISHNA, J.
1. All three petitions are being decided together as they involve common facts.
ARB.P. 165/2019
2. A Petition under Section 11(6) of the Arbitration & Conciliation Act, 1996 (hereinafter referred to as “A&C Act, 1996”) has been filed for appointment of an Arbitrator for adjudication of the disputes between the parties.
3. It is submitted in the petition that the petitioners are the daughters of Late Mr. Vijay Chugh. During his life time, Mr. Vijay Chugh along with respondent No. 1 Vaykkakkara Sankara Narayanan incorporated Hysel India Private Limited (hereinafter referred to as "Hysel") in the year 1998 in which both Mr. Vijay Chugh and Respondent No.1 were directors and had 50% shareholding, each. After the demise of Mr. Vijay Chugh, petitioner No.1 Ms. Khushali Chugh was appointed as a Director in Hysel on 30th June, 2017 and became a 50% shareholder. It is asserted that Hysel until recently was engaged in the business of trading in Life Science research products.
4. Mr. Vijay Chugh during his lifetime, incorporated another Company by the name of Everon Life Sciences Private Limited (hereinafter referred to as “Everon”) along with his brother Mr. Vidur Chugh i.e. Respondent No.2 which was also engaged in the business of trading in Life Science research products. Mr. Vidur Chugh respondent No.2 and petitioner No.2 Navya Chugh are the current Directors and equal shareholders in Everon Life Sciences Private Limited. The flagship Company was Hysel during the lifetime of Mr. Vijay Chugh and only certain business was carried out by Everon.
5. It is stated that soon after the demise of Mr. Vijay Chugh on 17th July, 2016, respondent No.1 appointed respondent No.2 as the Director of Hysel without the consent of the legal heirs of Late Mr. Vijay Chugh.
6. Also, a new Partnership Firm Everon Life Sciences which is respondent No.3 incorporated, in which respondent No.1 and/or respondent No.2 have an interest through which respondent No.1 and 2 are siphoning off the business of Hysel. Respondent no.4 Ms. Bhawna Chugh is the wife of Sh. Vidur Chugh respondent No.2 who is also a partner in respondent No.3 Firm.
7. It is claimed that respondent No.1 and 2 since the demise of the father of the petitioners have been indulging in the unlawful and arbitrary acts which has caused huge losses to Hysel and Everon Life Sciences Private Limited and have also prejudiced the rights and interests of the petitioners and their family members. The respondent No.1 and 2 have misled the petitioners and acted in a self serving manner. It is claimed that on 25th July, 2016 respondent No.1 and 2 without the knowledge and consent of the petitioners created Minutes of Meeting of Everon Life Sciences Private Limited wherein it was proposed that respondent No.1 be appointed as Director in place of Mr. Vijay Chugh. The Minutes were also uploaded on the MCA website. Keeping in mind the old/family like relations the petitioners and their mother did not take any criminal action.
8. Similarly, on 26th July, 2016 another set of Minutes were created without the knowledge and consent of the petitioners, wherein respondent No.2 was proposed as a Director in place of Mr. Vijay Chugh in Hysel. An Extra Ordinary General Meeting of Hysel was held by respondent No.1 and respondent No.2 was unanimously appointed as Director of Hysel. The same was, however, neither ratified by the petitioners or the family members nor was this fact within their knowledge. Likewise, an Extra Ordinary General Meeting was held on 09th August, 2016 by respondent No.4 in Everon Life Sciences Private Limited wherein respondent No.1 was unanimously appointed as Director of Everon.
9. It is claimed that no steps were taken for transmission of shareholding of Hysel and Everon Life Sciences Pvt. Ltd. to the petitioners or their family members after the demise of Mr. Vijay Chugh. Respondent No.1 and 2 have refused to share any information with the petitioners in relation to both Hys
A binding arbitration agreement exists despite challenges to the validity of accompanying contracts, with disputes to be resolved by an appointed arbitrator.
The issue of non-arbitrability is required to be decided at the referral stage, and the Court has the jurisdiction to review the non-arbitrability aspects at the initial stage.
The main legal point established is that lack of consensus ad idem on the arbitration procedure can justify court appointment of an arbitrator, and previous adjudication does not necessarily bar arbi....
Scope of an arbitration agreement is limited to the parties who entered into it and those claiming under or through them, Courts under English Law have, in certain cases, also applied the 'Group of C....
Non-signatory parties can be compelled to arbitrate if the disputes are fundamentally connected and associated with each other, even if they are not parties to the arbitration agreement.
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