Karnataka High Court
Mr Bhupinder Singh Chadha @ B.S. Chadha vs Primus Living Space Pvt Ltd on 23 September, 2022
Author: Suraj Govindaraj
Bench: Suraj Govindaraj
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CMP No. 469 of 2022
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 23RD DAY OF SEPTEMBER, 2022
BEFORE
THE HON'BLE MR JUSTICE SURAJ GOVINDARAJ
®
CMP NO. 469 OF 2022
BETWEEN:
MR BHUPINDER SINGH CHADHA @ B.S. CHADHA
S/O LATE SHRI G.S. CHADHA
AGED ABOUT 74 YEARS
NO.2, UNDER HILL LANE
DELHI 110 007
...PETITIONER
(BY SRI. SHASHI KIRAN SHETTY, SR. COUNSEL A/W
Ms. LATHA S SHETTY.,ADVOCATE)
AND:
1. PRIMUS LIVING SPACE PVT LTD
(EARLIER KNOWN AS M/S PRIMUS ENGINEERING
SOLUTIONS PRIVATE LIMITED).
A COMPANY INCORPORATED UNDER THE
COMPANIES ACT 1956
HAVING ITS OFFICE AT 40, FIRST FLOOR, LABBAN
VITTAL MALLYA ROAD,
BENGALURU 560 001
Digitally signed by
POORNIMA REP BY ITS CHAIRMAN
SHIVANNA
Location: HIGH
SRI. SATISH P CHANDRA
COURT OF
KARNATAKA 2. SRI. SATISH P CHANDRA
CHAIRMAN
AGED MAJOR NOT KNOWN TO THE PETITIONER
M/S PRIMUS LIVING SPACE PVT LTD.,
(EARLIER KNOWN AS M/S PRIMUS ENGINEERING
SOLUTIONS PRIVATE LIMITED).
HAVING ITS OFFICE AT 40, FIRST FLOOR, LABBAN
VITTAL MALLYA ROAD,
BENGALURU 560 001
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CMP No. 469 of 2022
3. SRI. CHETAN SATISH CHANDRA
MANAGING DIRECTOR
AGED ABOUT 43 YEARS,
M/S PRIMUS LIVING SPACE PVT LTD.,
(EARLIER KNOWN AS M/S PRIMUS ENGINEERING
SOLUTIONS PRIVATE LIMITED).
HAVING ITS OFFICE AT 40, FIRST FLOOR, LABBAN
VITTAL MALLYA ROAD,
BENGALURU 560 001
4. M/S AMARYLLIS HEALTH CARE PVT LTD
A COMPANY REGISTERED UNDER COMPANIES ACT 1956,
HAVING OFFICE AT NO.273/A,
BOMMASANDRA INDUSTRIAL AREA
ANEKAL TALUK, HOSUR ROAD,
BANGALORE-560099.
5. T.M. ARUN KUMAR
AGED ABOUT 37 YEARS,
S/O T. MURUGAN,
AT NO.301, LYON SQUARE,
4TH AND 5TH FLOOR, 14TH B CROSS
7TH MAIN SECTOR, HSR LAYOUT
BANGALORE-560102.
...RESPONDENTS
(BY SRI.HARISH KUMAR V.L., ADVOCATE FOR R1-R3;
SRI. PRADEEP NAYAK., ADVOCATE FOR R4;
SRI. NITYA KALYANI, ADVOCATE FOR R5)
THE CMP IS FILED UNDER SEC.11(6) OF THE ARBITRATION
AND CONCILIATION ACT 1996, PRAYING TO EXERCISE ITS
JURISDICTION AND POWER UNDER SECTION 11(6) OF THE
ARBITRATION AND CONCILIATION ACT, 1996 AND TO APPOINT AN
ARBITRAL TRIBUNAL CONSISTING OF SOLE ARBITRATOR TO
ADJUDICATE AND RESOLVE THE DISPUTES THAT HAVE ARISEN
UNDER THE SHAREHOLDERS AGREEMENT DATED 27/01/2014 AS
PER ANNEXURE-A BETWEEN THE PETITIONER AND THE
RESPONDENT NO.1, 2 AND 3 AND ETC.
THIS CMP COMING ON FOR ADMISSION, THIS DAY, THE
COURT MADE THE FOLLOWING:
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CMP No. 469 of 2022
ORDER
1. The petitioner and respondents have filed a joint memo which reads as under:
JOINT MEMO ON BEHALF OF THE PETITIONER AND ALL REPSONDENTS The parties to the present petition most respectfully jointly submit as under:
1. The Petitioner herein has filed the present petition seeking appointment of a Sole Arbitrator to resolve the disputes that have arisen between the Petitioner and Respondent Nos. 1 to 3 under their Shareholders' Agreement dated 27.01.2014.
2. It is submitted that during the pendency of the present Civil Miscellaneous Petition, the Petitioner and Respondents have had several discussions with an attempt to amicably resolve the said disputes, and also other disputes between the parties.
3. It is submitted that the parties have arrived at a holistic settlement, which they wish to reduce to writing before a conciliator so as to bind them all as an 'award'. Hence, the Parties mutually consent for all their inter se disputes (including those in relation to which the present petition has been filed) to be referred to conciliation, to record the settlement arrived at between them, and to have the same bind them all under Sections 73 and 74 of the Arbitration and Conciliation Act, 1996.
4. Therefore, the Parties hereby most humbly request that this Hon'ble Court be pleased to refer all their inter se disputes whatsoever for conciliation, by exercising the power and jurisdiction of the Hon'ble Court under Section 89 of the Civil Procedure Code, 1908 (in addition to relevant provisions of the Arbitration and Conciliation Act, 1996).-4- CMP No. 469 of 2022
5. It is further prayed that the report of the Ld. Conciliator be awaited by the Hon'ble Court, before finally disposing of the present petition.
Wherefore, it is humbly prayed that this joint memo of parties be taken on record, and all inter se disputes whatsoever between the parties as of date stand referred to conciliation, in the interests of justice and equity.
2. The said joint memo has been signed by the petitioner and respondents No.1 to 5, as also their respective counsel. In terms of the said memo, the parties have agreed for reference of the matter to a conciliator. Learned counsel also submit that the matter could be referred for conciliation to the Arbitration and Conciliation Centre, Bengaluru.
3. On enquiry if conciliators are empaneled with the Arbitration and Conciliation Centre, Bengaluru, it is submitted that there is no such empanelment but the rules provide for such empanelment.
4. The point that would arise for consideration is could a conciliator be appointed in a petition under Section 11 of the Arbitration and Conciliation Act 1996? -5- CMP No. 469 of 2022
5. A perusal of Section 11 of the Arbitration and Conciliation Act, 1996 (for short 'A&C Act') does not indicate any powers vested with this Court for appointment of Conciliator. The powers are restricted only insofar as appointment of an Arbitrator.
6. In terms of Section 61 relating to conciliation which comes under Part-III of the A&C Act, the conciliation proceedings are deemed to have commenced when one party were to send a written invitation to the other to conciliate under that part.
7. Section 64 of the A&C Act provides for manner of appointment of Conciliator/s and reads as under:
64. Appointment of conciliators.--(1) Subject to sub-section (2)--
(a) in conciliation proceedings, with one conciliator, the parties may agree on the name of a sole conciliator;
(b) in conciliation proceedings with two conciliators, each party may appoint one conciliator;
(c) in conciliation proceedings with three conciliators, each party may appoint one conciliator and the parties may agree on the name of the third conciliator who shall act as the presiding conciliator.-6- CMP No. 469 of 2022
(2) Parties may enlist the assistance of a suitable institution or person in connection with the appointment of conciliators, and in particular,--
(a) a party may request such an institution or person to recommend the names of suitable individuals to act as conciliator; or
(b) the parties may agree that the appointment of one or more conciliators be made directly by such an institution or person:
Provided that in recommending or appointing individuals to act as conciliator, the institution or person shall have regard to such considerations as are likely to secure the appointment of an independent and impartial conciliator and, with respect to a sole or third conciliator, shall take into account the advisability of appointing a conciliator of a nationality other than the nationalities of the parties.
8. The appointment procedure for a conciliator is also provided for under Rule 43 of the Arbitration and Conciliation Centre Rule 2012, which reads as under:
43. Appointment of conciliators - (1) Subject to sub - rule (2)
(a) in conciliation proceedings with one conciliator, the parties may agree on the name of a sole conciliator;
(b) in conciliation proceedings with two conciliators, each party may appoint one conciliator;
(c) in conciliation proceedings with three conciliators, each party may appoint one conciliator and the parties may agree on the name of the third conciliator who shall act as the presiding conciliator. -7- CMP No. 469 of 2022 (2) The parties may agree to enlist the assistance of the Centre and request the Centre to recommend the names of suitable individuals to act as Conciliator(s) or The parties may agree that the appointment of one or more conciliator(s) be made directly by the Centre
9. A conciliator could be appointed by consent between the parties or the parties could request the centre to recommend a conciliator or appoint a conciliator. It is therefore necessary for the centre to make necessary arrangements for giving effect to the Rules in its entirety.
10. At this stage, all the counsels submit that they are agreeable to appoint Sri.Ajay Nandalike, a practicing lawyer of this Court to act as a sole conciliator. There being an agreement arrived at between the parties, the conciliator agreed upon may do needful in terms of the applicable provisions.
11. In view of the above I pass the following -8- CMP No. 469 of 2022 ORDER i. With the consent of all parties Sri.Ajay Nandalike, a practicing lawyer of this Court to act as a sole conciliator.
ii. Conciliation proceedings to be conducted under the aegis of the Arbitration and Conciliation Centre, Bengaluru iii. The Director Arbitration and Conciliation Centre, Bengaluru, is directed to comply with the Arbitration and Conciliation Centre Rules 2012 as regards conciliation proceedings, including empaneling of conciliators and take all steps to facilitate conciliation proceedings. iv. Registry to forward a copy of this order to the Director, Arbitration and Conciliation Centre, Bengaluru.
v. Pending IAs do not survive for consideration and stands disposed of.
Sd/-
JUDGE LN