1991 (12) TMI 248 - HC - Companies Law

Memorandum of association Act to override Winding up Circumstances in which a company may be wound up

Issues Involved:
1. Whether an arbitration agreement between the parties to a company petition under sections 433, 434, and 439 of the Companies Act binds the parties.
2. Whether the party against whom the company petition is filed can raise the objection that, in view of the arbitration clause, further proceedings in the company petition be stayed.

Issue-Wise Detailed Analysis:

Issue 1: Binding Nature of Arbitration Agreement
- Judgment Summary:
The court held that an arbitration agreement between the parties to a company petition under sections 433, 434, and 439 of the Companies Act does bind the parties. This binding nature continues even after the passing of a winding-up order. The court emphasized that the existence of an arbitration agreement does not oust the jurisdiction of the company court. The court retains the discretion to either stay the proceedings and refer the matter to arbitration or continue with the winding-up proceedings based on the specific facts and circumstances of each case.

- Key Points:
- The arbitration agreement continues to bind the parties before and after a winding-up order.
- Jurisdiction of the company court is not ousted by the arbitration agreement.
- The court has discretion to stay proceedings or refer the matter to arbitration.

Issue 2: Objection to Stay Proceedings Based on Arbitration Clause
- Judgment Summary:
The court held that a party against whom a company petition is filed can raise an objection that, in view of the arbitration clause, further proceedings in the company petition be stayed. However, this does not automatically result in a stay of the winding-up proceedings. The court must consider various factors such as the bona fides of the dispute, the nature of the defence, and the overall facts and circumstances of the case. The court's primary concern is the company's ability to pay its debts and the public interest involved in the winding-up process.

- Key Points:
- Right to raise an objection does not automatically stay the winding-up proceedings.
- The court must evaluate the bona fides of the dispute and the defence.
- The court considers the company's ability to pay its debts and public interest.

Comprehensive Summary:
The High Court of Punjab and Haryana addressed the question of whether an arbitration agreement between the parties to a company petition under sections 433, 434, and 439 of the Companies Act binds the parties and whether the party against whom the company petition is filed can raise an objection to stay the proceedings based on the arbitration clause.

The court affirmed that an arbitration agreement does bind the parties even in the context of a company petition. This binding nature persists before and after the passing of a winding-up order. However, the existence of an arbitration agreement does not oust the jurisdiction of the company court, which retains the discretion to either stay the proceedings and refer the matter to arbitration or continue with the winding-up proceedings based on the specific facts and circumstances of each case.

The court further held that a party against whom a company petition is filed can raise an objection to stay the proceedings based on the arbitration clause. However, this does not automatically result in a stay of the winding-up proceedings. The court must consider various factors, including the bona fides of the dispute, the nature of the defence, and the overall facts and circumstances of the case. The court's primary concern is the company's ability to pay its debts and the public interest involved in the winding-up process.

In conclusion, while an arbitration agreement binds the parties, the decision to stay winding-up proceedings in favor of arbitration depends on the court's discretion, considering the bona fides of the dispute and the broader implications for the company's creditors, shareholders, and public interest.

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