Madras High Court
A.V.Vijayakumar vs The Director on 2 February, 2021
O.P.No.216 of 2016
IN THE HIGH COURT OF JUDICATURE AT MADRAS
Dated : 02.02.2021
Coram
THE HONOURABLE MR. JUSTICE M.SUNDAR
O.P.No.216 of 2016
A.V.Vijayakumar
Deepa Clinic
Thiruvilwamala
Thrissur District – 680 588
Kerala
PAN AAVPV4778K .. Petitioner
vs.
1. The Director
M/s. Sharekhan Limited
Plot No.1012, Devidayal Compound
Next to Crompton & Greaves Ltd.
Near Kanjurmarg, Railway Station
Kanjur Village Road, Kanjurmarg (East)
Mumbai – 400 042
2. Mr.Paul V.Das (Presiding Arbitrator)
3. Mr.A.V.Haridasan (Arbitrator)
4. Mr.K.K.Balu (Arbitrator)
Respondents 2 to 4, Panel of Appellate Arbitrators
National Stock Exchange Limited
8th Floor, Arihant Nitco Park
90, Dr.Radhakrishnan Salai
Mylapore, Chennai – 600 004 ... Respondents
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O.P.No.216 of 2016
Petition filed under Section 34 of Arbitration and Conciliation Act,
1996 to set aside the award of the Panel of Appellate Arbitrators Appeal
Arbtiration Matter (A.M) No.CM/C-0001/2015 dated 03-11-2015 to the
extent the said award denies 50% value of lost shares of the petitioner an
cost of the proceedings throughout and pass such further or other orders
as this Hon'ble Court may deem fit and proper in the facts and
circumstances of the case.
For Petitioners : Mr.Hari Radhakrishnan
For Respondents : Ms.Meera Gnanasekar for R1
ORDER
Captioned 'Original Petition' ('OP' for the sake of brevity) is an
application under Section 34 of 'The Arbitration and Conciliation Act,
1996 (Act No.26 of 1996)', which shall hereinafter be referred to as 'A
and C Act' for the sake of brevity. To be noted, in terms of short forms
OP in plural shall be referred to as 'OPs'.
2. A question regarding territorial jurisdiction arises in captioned
OP.
3. Owing to territorial jurisdiction issue, in terms of factual setting,
it will suffice to say that the lis is between a depository participant and
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client qua NSE. To be noted, NSE and other short forms / abbreviations
used in previous proceedings made in the earlier listings (extracted and
reproduced elsewhere infra in this order) shall continue to be used in this
order for the sake of convenience and clarity.
4. This Court having set out bare minimum facts, which is
sententious and terse, but sufficient for the purposes of this order, deems
it appropriate to mention that essential facts and those aspects of the
matter imperative for appreciating the territorial jurisdiction controversy
in captioned OP have been captured in earlier proceedings dated
16.09.2020 and 25.01.2021 listings. Though the proceedings made in
these two listings will suffice, as these proceedings refer to earlier
proceedings, this Court deems it appropriate to extract and reproduce
proceedings of this Court in listings on 23.07.2020, 24.08.2020,
16.09.2020, 22.12.2020, 25.01.2020 and 01.02.2021, which read as
follows:
'Proceedings dated 23.07.2020:
Mr.Hari Radhakrishnan, counsel on record for petitioner and
Ms.G.Mahar Amutha Surya, learned counsel on record for contesting
first respondent are before me in this web-hearing on a video-
conferencing platform.
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O.P.No.216 of 2016
2.Both learned counsel seek re-scheduling of the matter.
At request, list under the same caption on 24.08.2020.'
'Proceedings dated 24.08.2020:
Read this in conjunction with and in continuation of earlier
proceedings dated 23.07.2020, same set of learned counsel are before
me in this web-hearing/virtual hearing on a video-conferencing
platform today also.
2.Mr.Hari Radhakrishnan, learned counsel on record for
petitioner is ready. Ms.G.Mahar Amutha Surya, learned counsel
seeks time to file a compilation of judgements on jurisdiction issue.
3. However, both sides agree and consent that main OP can be
taken up for final hearing in the next listing.
List under the same caption on 16.09.2020.'
'Proceedings dated 16.09.2020:
Read this in conjunction with and in continuation of earlier
proceedings dated 24.08.2020.
2. Mr.Hari Radhakrishnan, learned counsel on record for sole
petitioner and Ms.Meera Gnanasekar, learned counsel on record for
contesting first respondent are before me in this web hearing on a
video conferencing platform today.
3. Adverting to earlier proceedings dated 24.08.2020, both
learned counsel reiterated their consent to have the captioned OP
taken up for final disposal, but an interesting scenario unfurls.
4. Subject matter is a 'National Stock Exchange of India
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Limited' ('NSE' for brevity) arbitration and the impugned arbitral
award made by the 'Appellate Arbitral Tribunal' ('AAT' for brevity) is
dated 03.11.2015. To be noted, NSE by laws has a three tiered
arbitration clause.
5. What is of significance is learned counsel for contesting first
respondent submits that the impugned award made by AAT has been
challenged by the contesting first respondent in the Bombay High
Court vide Arbitration Petition No.353 of 2016. It comes to light that
this petition has been presented at Bombay High Court on 19.12.2015
and an interim order qua stay of execution of impugned award has
also been granted by Hon'ble High Court on 04.05.2016. On the
contrary, learned counsel for petitioner submits that the arbitration
i.e., arbitration before AAT took place in Chennai (venue) and
submits that this Court alone would have jurisdiction. Case file
reveals that the captioned OP has been presented in this Court on
15.12.2016 and it is the specific case of learned counsel for petitioner
that the impugned award was received by the petitioner under cover
of letter dated 16.11.2015 (Page 90 of typed-set of papers 1 of
petitioner). Learned counsel for first respondent submits that the
date of receipt of impugned award by contesting first respondent is
not readily available and seeks time to get instructions on that.
6. Be that as it may, this Court took it upon itself to go into
Bombay High Court Official website to ascertain the present status of
the case in the Bombay High Court, scanned reproduction of
download from the official website of Bombay High Court is as
follows:
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O.P.No.216 of 2016
7. Both learned counsel seek time to ascertain what happened
on 16.08.2019 or thereafter. Both learned counsel also seek time to
examine the legal position in a case of this nature regarding
jurisdiction and make submissions.
List after three weeks.'
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'Proceedings dated 22.12.2020
Read this in conjunction with and in continuation of earlier
proceedings dated 16.09.2020.
2. There is no representation for contesting first respondent
when the matter was called today, but Mr.Hari Radhakrishnan,
counsel on record for sole petitioner is before me in this web-hearing
on a video-conferencing platform. With the intention of giving
further opportunity to first respondent and counsel for first
respondent, list this matter on 25.01.2021.'
'Proceedings dated 25.01.2020
Read this in conjunction with and in continuation of earlier
proceedings made in previous listing on 16.09.2020. To be noted,
thereafter, there was one listing on 22.12.2020.
2. The essential facts are captured in aforementioned
16.09.2020 proceedings.
3. In the web hearing on a video conferencing platform today,
Mr.Hari Radhakrishnan, learned counsel for sole petitioner and
Ms.Meera Gnanasekar learned counsel for contesting first
respondent are before me.
4. In continuation of essential facts captured in earlier
proceedings dated 16.09.2020, it came to light that the question of
territorial jurisdiction of this Section 34 Court and a Section 42
scenario arise in the case on hand.
5. Trading Regulations of National Stock Exchange of India
Limited [hereinafter 'NSE' for the sake of brevity] and more
particularly, Regulations – Part A in the Capital Market Segment are
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O.P.No.216 of 2016
applicable to the case on hand, relevant clause which serves as
arbitration agreement between the parties being arbitration
agreement within the meaning of Section 2(1)(b) read with Section 7
of 'The Arbitration and Conciliation Act, 1996 (Act No.26 of 1996)'
which shall hereinafter be referred to as 'A and C Act' for the sake of
convenience and clarity is clause 5 of these regulations captioned
'Arbitration'. Most relevant part of clause 5 touching upon
jurisdiction are 5.2 and 5.3 which read as follows:
'5.2 SEAT OF ARBITRATION
(a) The Relevant Authority may provide for different
seats of arbitration for different regions of the country either
generally or specifically and in such an event the seat of
arbitration shall be the place so provided by the Relevant
Authority.
(b) The premises/location where arbitration shall take
place shall be such place as may be identified by the
Exchange from time to time and intimated to the arbitrator
and the parties to the dispute accordingly.
5.3 JURISDICTION OF COURTS
For the purpose of Bye-law 17 of Chapter XI of the
Bye-laws of the Exchange, the application under Section 34 of
the Act, if any, against the decision of the Appellate
Arbitrator shall be filed in the competent Court nearest to
such regional centre where the Appellate Arbitral
Proceedings have been conducted.'
6. There are two agreements between petitioner and contesting
first respondent. This Court is informed that both agreements are
dated 13.02.2006, one is Depository Agreement and other is Trading
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Agreement. Clauses 17 and 18 of the Depository Agreement read as
follows:
'17. The Depository participant and the client shall
abide by the arbitration and conciliation procedure
prescribed under the Bye laws of National Securities
Depository Limited and that such procedure shall be
applicable to any disputes between the Depository
participant and the client.
18. The Depository participant and the client further
agree that all claims, differences and disputes arising out of
or in relation to dealings on the Depository including any
transactions made subject to the Bye-laws or Business Rules
of the Depository or with reference to anything incidental
thereto or in pursuance thereof or relating to their validity,
construction, interpretation, fulfillment or the rights,
obligations and liabilities of the parties thereto and
including the question of whether such dealings,
transactions have been entered into or not, shall be subject
to the exclusive jurisdiction of the Courts at Mumbai only.'
7. Most relevant clause in the Trading Agreement is clause
1.7.18, which reads as follows:
'1.7.18. The stock broker and the client declare and
agree that the transactions executed on the Exchange are
subject to Rules, Bye-laws and Regulations and circulars
issued thereunder of the Exchange and all parties to such
trade shall have submitted to the jurisdiction of such Court
as may be specified by the Bye-laws and Regulations of the
Exchange for the purpose of giving effect to the provisions
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of the Rules Bye laws and Regulations of the Exchange and
the circulars issued thereunder.
8. While the parties have agreed to go by aforesaid regulations
for dispute resolution, owing to clause 18 of the Depository
Agreement (which has been extracted and reproduced supra) there
appears to be a departure regarding juridical seat qua clauses 5.2
and 5.3 of Regulations. To be noted Regulations also have the
trappings of a contract and are not statutory Regulations.
9. On this basis first respondent has already challenged the
same impugned award in Bombay High Court vide arbitration
petition No.353 of 2016 which this Court is informed was presented
in the Bombay High Court on 19.12.2015. Hon'ble Bombay High
Court is in seizin of the matter. The aforesaid clauses operating
between the parties are beyond any pale of disputation or
disagreement.
10. Faced with the above situation, learned counsel for
petitioner requests for a short accommodation to make further
submissions if any. List under the same caption on 01.02.2021.'
'Proceedings dated 01.02.2021
'Read this in conjunction with and in continuation of earlier
proceedings made in previous listing on 25.01.2021.
2. Today in this Virtual Court, Mr.Hari Radhakrishnan,
learned counsel for sole petitioner is before me.
3. Learned counsel submits that he has since been filed an
additional compilation styled as 'Additional Typed Set No.II' on
29.01.2021 vide D.No.2485 of 2021.
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O.P.No.216 of 2016
4. Be that as it may, there is no representation for contesting
first respondent.
5. Registry to place the aforementioned Additional Typed Set
No.II before me tomorrow. For this purpose and with the intention of
giving an opportunity to contesting first respondent, list this matter
tomorrow i.e., 02.02.2021.'
5. As already alluded to supra, two proceedings made in the two
listings on 16.09.2020 and 27.01.2021 will suffice. Be that as it may, as
these two proceedings capture the controversy, this Court deems it
appropriate to not to burden this order with repetition.
6. Post 01.02.2021 listing, Additional Typed-set of Papers II dated
29.01.2021 filed by learned counsel for petitioner has now been placed
before me.
7. Learned counsel for petitioner in captioned OP in continuation
of his submissions, drew the attention of this Court to 'Securities
Contracts (Regulation) Act, 1956 (Act 42 of 1956)' [hereinafter
'Securities Act' for brevity, more particularly, Section 9 thereat and more
particularly Section 9(2)(j)(k) and (n), which read as follows:
'9.Power of recognised stock exchange to make bye-laws:
(1).......
(2) In particular, and without prejudice to the generality of
the foregoing power, such bye-laws may provide for
a).......
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b).......
c).......
d).......
e)......
f) .......
g)........
h).........
i) ........
(j) The terms, conditions and incidents of contracts,
including the prescription of margin requirements, if any, and
conditions relating thereto, and the forms of contracts in writing;
(k) the regulation of the entering into, making,
performance, recession and termination of contracts, including
contracts between members or between a member and his
constituent or between a member and a person who is not a
member, and the consequences of default or insolvency on the
part of a seller or buyer or intermediary, the consequences of a
breach or omission by a settler or buyer, and the responsibility of
members who are not parties to such contracts;
(n) the method and procedure for the settlement of claims
or disputes, including settlement by arbitration.'
8. Thereafter, learned counsel drew the attention of this Court to
NSE Bye Laws, more particularly Bye Law 2(a) of Chapter V and Bye
Law 5 of Chapter VII thereat to say that Trading Members have to adhere
to NSE Bye-laws and there is inviolability of trade in this regard. On this
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basis, learned counsel submitted that NSE Bye laws have a statutory
flavour and to buttress this submission, order of Hon'ble single judge of
Delhi High Court dated 25.04.2012 made in O.M.P.No.217 of 2006
[Debjyoti Gupta Vs. Indisbulls Securities Ltd., and Another] and order
of Hon'ble Calcutta High Court dated 02.05.2002 made in S & D
Securities Pvt. Ltd. and another Vs. Union of India (UOI) and orders
reported in (2003) 1 CALLT 608 HC were pressed into service.
Thereafter, learned counsel drew the attention of this Court to Chapter XI
of NSE Bye Laws captioned 'ARBITRATION' and more particularly
Bye law 17 thereat, which talks about jurisdiction. Adverting to Chapter
XI(17) of NSE Bye Laws, learned counsel very fairly submitted that if
this were to be applied, the jurisdictional Court would be the District
Court at Thrissur. In a nutshell, submissions of learned counsel for
petitioner are to the effect that NSE bye laws have a statutory flavour and
therefore the arbitration agreement has to be read in consonance with the
same. In other words, it cannot be read contrary to the same, is his
submission.
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9. In response to the aforesaid submissions, learned counsel for
contesting first respondent submitted that the contesting first respondent
has already filed an application under Section 34 of A and C Act in
Bombay High Court which is in seizin of the matter and therefore, this
OP, if at all and if that be so should be heard only in the Bombay High
Court.
10. This Court now proceeds to carefully examine the submissions,
discuss the same and give its dispositive reasoning on territorial
jurisdiction.
11. Section 20 of A and C Act is of relevance. The lead case
rendered by Hon'ble Supreme Court on Section 20 is Indus Mobile case
[Indus Mobile Distribution Private Limited Vs. Datawind Innovations
Private Limited and others reported in (2017) 7 SCC 678]. In Paragraph
18 of Indus Mobile, Hon'ble Supreme Court has made it clear that 'place'
occurring in sub-sections (1) and (2) of Section 20 is 'seat' and 'place'
occurring in sub-section (3) of Section 20 is 'venue'. Paragraph 18 of
Indus Mobile case reads as follows:
'Paragraph 18 of Indus Mobile case:
'18. The amended Act, does not, however, contain the
aforesaid amendments, presumably because
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the BALCO [BALCO v. Kaiser Aluminium Technical Services Inc.,
(2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] judgment in no
uncertain terms has referred to “place” as “juridical seat” for the
purpose of Section 2(2) of the Act. It further made it clear that
Sections 20(1) and 20(2) where the word “place” is used, refers to
“juridical seat”, whereas in Section 20(3), the word “place” is
equivalent to “venue”. This being the settled law, it was found
unnecessary to expressly incorporate what the Constitution Bench
of the Supreme Court has already done by way of construction of
the Act. '
12. To be noted, Indus Mobile case has been rendered by Hon'ble
Supreme Court based on BALCO [BALCO v. Kaiser Aluminium Technical
Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810].
13. Thereafter, the march of law saw BGS SGS Soma principle
being principle laid down by Hon'ble Supreme Court in BGS SGS Soma
JV vs. NHPC Ltd. reported in (2020) 4 SCC 234 and Brahmani River
Pellets case [Brahmani River Pellets Limited Vs. Kamachi Industries
Limited reported in (2020) 5 SCC 462]. The most relevant paragraph in
BGS SGS Soma is Paragraph 82 and the same reads as follows:
'82. On a conspectus of the aforesaid judgments, it may be
concluded that whenever there is the designation of a place of
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arbitration in an arbitration clause as being the “venue” of the
arbitration proceedings, the expression “arbitration
proceedings” would make it clear that the “venue” is really
the “seat” of the arbitral proceedings, as the aforesaid
expression does not include just one or more individual or
particular hearing, but the arbitration proceedings as a whole,
including the making of an award at that place. This language
has to be contrasted with language such as “tribunals are to
meet or have witnesses, experts or the parties” where only
hearings are to take place in the “venue”, which may lead to
the conclusion, other things being equal, that the venue so
stated is not the “seat” of arbitral proceedings, but only a
convenient place of meeting. Further, the fact that the arbitral
proceedings “shall be held” at a particular venue would also
indicate that the parties intended to anchor arbitral
proceedings to a particular place, signifying thereby, that that
place is the seat of the arbitral proceedings. This, coupled
with there being no other significant contrary indicia that the
stated venue is merely a “venue” and not the “seat” of the
arbitral proceedings, would then conclusively show that such
a clause designates a “seat” of the arbitral proceedings. In an
international context, if a supranational body of rules is to
govern the arbitration, this would further be an indicia that
“the venue”, so stated, would be the seat of the arbitral
proceedings. In a national context, this would be replaced by
the Arbitration Act, 1996 as applying to the “stated venue”,
which then becomes the “seat” for the purposes of arbitration.'
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14. The legal position is, the juridical seat determines an exclusive
jurisdiction qua the supervisory Court or in other words, the Court which
would have supervisory jurisdiction over the arbitral proceedings and to
entertain a challenge to an award made thereat is determined by seat agreed to
by parties and jurisdiction of such a court is exclusive.
15. After SGS BGS soma, another three member Bench of Hon'ble
Supreme Court in Hindustan Construction Company Limited case [Hindustan
Construction Company Limited Vs. NHPC Limited and Another reported in
(2020) 2 SCC (Civ) 683], adverting to BGS SGS Soma held that New Delhi
was chosen as seat by the parties in that case and therefore, transferred the
earlier application made in Faridabad Court. In other words, the principle is,
once the seat has been designated, that becomes exclusive jurisdiction.
16. As would be evident from the earlier proceedings, more particularly
proceedings dated 16.09.2020 and 25.01.2021, the parties at lis before AT
have entered into agreements post regulations (Part A in the capital
market segment and NSE Bye Laws). There is no disputation or
disagreement that NSE Bye Laws provide for arbitration vide Chapter
XI. In other words, Chapter XI of NSE Bye Laws serves as an arbitration
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agreement between the parties within the meaning of Section 2(1)(b) read
with Section 7 of the A and C Act. The moment there is an arbitration
agreement, party autonomy kicks in. Parties by exercise of party
autonomy, have clearly chosen Mumbai as the juridical seat as would be
evident from Clause 17 and Clause 18 of the depository agreement which
has been extracted and reproduced supra. There is no disputation that the
lis turns heavily on the depository agreement also. In other words, absent
depository agreement, the lis cannot survive.
17. Therefore, it comes out clearly that the challenge to arbitral
award made in the Bombay High Court by the contesting first respondent
vide Arbitration Petition No.353 of 2016 is clearly a petition that has not
been made to a Court without jurisdiction. In other words, the earlier
challenge by contesting first respondent before this Court to the
impugned award of AAT is clearly to a Court with territorial jurisdiction.
Therefore, Section 42 principle kicks in. Section 42 of A and C Act
reads as follows:
'42. Jurisdiction._Notwithstanding anything contained
elsewhere in this Part or in any other law for the time being in force,
where with respect to an arbitration agreement any application
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under this Part has been made in a Court, that Court alone shall
have jurisdiction over the arbitral proceedings and all subsequent
applications arising out of that agreement and the arbitral
proceedings shall be made in that Court and in no other Court.'
18. It has been repeatedly held by Hon'ble Supreme Court that
when the first proceedings has been filed in a Court with jurisdiction,
Section 42 will kick in and this applies to Section 34 proceedings also.
As we are concerned only with Section 34 proceedings, this Court deems
it appropriate to not to dilate any further on Sections 8 and 11 being in
another legal basket.
19. With regard to the proceedings before Bombay High Court,
adverting to the earlier proceedings made by this Court in the listing on
16.09.2020, both the learned counsel before me submit that they have
taken instructions from their respective counter parts in the Bombay High
Court and they submitted, on instructions, that there has been no further
listings after 02.07.2019. In other words, Hon'ble Bombay High Court is
in seizin of the matter qua challenge to the impugned award of AAT. In
this view of the matter, as the aforementioned orders made by Hon'ble
Delhi High Court and Hon'ble Calcutta High Court have been referred to
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only for the limited purpose to say that NSE Bye Laws have a statutory
flavour, it may not be necessary to go into the same. To be noted, those
are not cases where proceedings were pending in two different Courts
and those are not cases where the principle of juridical seat determining
supervisory court with exclusive jurisdiction were examined. In any
event, both those orders were made in the years 2012 and 2013, much
before the law regarding seat, venue, exclusive jurisdiction evolved. In
any event, on facts, they are clearly distinguishable and have no
application to the territorial jurisdiction of supervisory Court issue that is
being examined in the case on hand.
20. In any event, this Court took it upon itself to verify the official
website of the Bombay High Court with regard to the last proceedings in
the Bombay High Court as well case status, a scanned reproduction of the
same downloaded today in the course of the hearing by this Court from
the official website of the Bombay High Court is as follows:
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21. There is one other aspect of the matter which needs to be
noticed. On an extreme demurrer, it is to be noticed that if captioned OP
is entertained by this Court and if the same is decided on merits, there is
every possibility of anomaly and conflict of decisions. This is mentioned
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only as an additional buttressing point. In the light of the discussion and
dispositive reasoning thus far regarding territorial jurisdiction, this Court
decides that captioned OP is liable to be rejected as lacking in territorial
jurisdiction. It is made clear that it is open to the petitioner in captioned
OP to present captioned OP in the Bombay High Court and if the
petitioner chooses to do so, this order will not come in the way. Though
obvious, it is also made clear that this Court has not expressed any
opinion whatsoever on the merits of the challenge to the impugned award
of the AAT as that would be the exclusive domain of the supervisory
Court with exclusive jurisdiction i.e., Hon'ble Bombay High Court in
this case. In other words, all questions on merits of challenge to
impugned award remain untouched.
Captioned OP rejected in the above manner/on above terms. There
shall be no order as to costs.
02.02.2021
Speaking order: Yes
Index: Yes
gpa
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M.SUNDAR.J.,
gpa
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02.02.2021
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