Doctrine of Severability is applicable.

1. This is an Application taken out by the first defendant in the Suit, under Section 45 of the Arbitration and Conciliation Act, 1996, seeking to refer the parties to the present Suit

C.S. No.924 of 2006, to Arbitration, in accordance with the provisions contained in the Joint Venture Agreement dated 12. 1995.

2. I have heard Mr. A.L. Somayaji, learned Senior Counsel appearing for the applicant/first defendant, Mr. Y.P. Narula, learned Senior Counsel appearing for the first respondent/plaintiff and Mr. N. Ramakrishnan appearing for the second respondent/second defendant.

3. The dispute between the parties, has arisen under the following circumstances:

.(a) The plaintiff Enmas Engineering Private Limited, has an Associate Company by name Enmas Process Technology Limited (referred to in the abbreviated form as ETPL), which is engaged in Engineering, Sales and Distribution of Recovery Boilers and Evaporators. The said Company Enmas Process Technology Limited entered into a Joint Venture Agreement on 12. 1995 with a Company known as A. Ahlstrom Corporation, a Corporation duly organised and existing under the laws of Finland and having its principal place of business at Helsinki, Finland. The purpose of the Joint Venture Agreement, as stated in its preamble, was to get engaged in the Engineering, Sourcing, Supply, Sale, Marketing and Distribution of Recovery Island Equipment for the Pulp and Paper Industry and the suppliers thereto in India.

.(b) The said Joint Venture Agreement, among other things, contemplated the formation and incorporation of a new Company under the name and style of Enmas Ahlstrom Limited with ETPL acquiring 60% and Ahlstrom acquiring 40% of the paid up share capital of the Company amounting to Rs.20 million.

.(c) Article 9.2 of the said Joint Venture Agreement contained an Arbitration Clause which reads as follows:

"2. Arbitration

All disputes arising from this Agreement, its supplements and modifications shall be finally settled by arbitration according to the rules of the International Chamber of Commerce Paris, then in effect. The Arbitration will be held in Paris, France.

Any arbitration proceedings shall be conducted in English."

.(d) Article 9.13 of the Joint Venture Agreement prohibited the assignment of the rights under the Agreement by either party without the prior written consent of the other party and Article 9.12 contained a declaration that the Agreement shall constitute the entire Agreement between the parties and that it shall not be amended, supplemented or terminated, except by an instrument in writing by and between the parties. Article 9.4 contained a stipulation that the Agreement shall survive the incorporation of the Joint Venture Company and that it shall be effective, operative and binding upon the parties as well as their successors, for as long as both parties or their successors or assigns own any shares of stock.

.(e) Article 2.2 of the Joint Venture Agreement stipulated that the Articles of Association of the Joint Venture Company to be formed and incorporated should be substantially in the form of Ex.1 annexed to the Joint Venture Agreement. However, it is claimed by the plaintiff that no such exhibit was annexed to the Joint Venture Agreement.

.(f) Following the said Joint Venture Agreement dated 12. 1995, a Company by name Enmas Ahlstrom Private Limited was incorporated and registered on 14. 1996 with the Registrar of Companies, Chennai, bearing Registration No.18-35189. As per the Joint Venture Agreement, 60% of the share capital of the newly formed Company was allotted to ETPL and 40% allotted to Ahlstrom.

.(g) Subsequently, Ahlstrom was taken over by Andritz OY (Defendant No.1 herein), consequent upon which, the shares held by Ahlstrom in the newly formed Company were transferred to Andritz OY and the name of the newly formed Joint Venture Company itself was changed to Enmas Andritz Private Limited, with effect from 13. 2002. The said Joint Venture Comp