2003 (12) TMI 333 - HC - Companies Law

Issues Involved:
1. Validity of the appellate award and the applicability of section 34 of the Arbitration and Conciliation Act, 1996.
2. Jurisdiction and consistency of the Stock Exchange, Mumbai's Bye-laws with the Arbitration Act.
3. Merits of the petitioner's claim for adjustments based on an agreement.

Detailed Analysis:

1. Validity of the appellate award and the applicability of section 34 of the Arbitration and Conciliation Act, 1996:
The petitioner filed a petition under section 34 of the Arbitration and Conciliation Act, 1996, to set aside the appellate award dated 4th July 2003, passed by the Appellate Bench of the Stock Exchange, Mumbai. The respondent No. 1 contended that the petitioner should have filed an application for setting aside the award within three months from the original award dated 16th December 2002, as provided under section 34 of the Arbitration Act. The respondent argued that the Arbitration Act does not provide for an appeal against an arbitral award but allows for a challenge under section 34 within a statutory period. The petitioner's failure to file within this period rendered the petition barred by limitation.

2. Jurisdiction and consistency of the Stock Exchange, Mumbai's Bye-laws with the Arbitration Act:
Bye-laws 248 to 281D of the Stock Exchange, Mumbai, govern arbitration proceedings. Specifically, Bye-law 260 states that an arbitration award may be set aside by the court under section 34 of the Arbitration Act. Bye-law 274A provides for an appeal against the arbitral award. The court examined whether Bye-law 274A, which allows for an appeal, is inconsistent with the Arbitration Act. It was determined that Bye-law 274A grants an alternate and appellate remedy, and does not restrict the powers of the Appeal Bench. The court held that the Bye-laws of the Stock Exchange, having statutory force, would prevail over the Arbitration Act in case of any inconsistency.

3. Merits of the petitioner's claim for adjustments based on an agreement:
The petitioner claimed adjustments based on an agreement dated 8th June 2002, wherein the petitioner had transferred certain assets to respondent No. 1. This agreement was filed before the Arbitral Tribunal, but the Tribunal did not address it in its award. The appellate award also failed to provide reasons for rejecting the petitioner's claim for adjustments. Sub-section (3) of section 31 of the Arbitration Act mandates that an arbitral award must state the reasons upon which it is based unless the parties agree otherwise. Both the initial and appellate awards lacked the necessary reasoning, violating this provision.

Conclusion:
The court rejected the preliminary objection raised by respondent No. 1 regarding the maintainability of the petition due to the statutory period lapse. On the merits, the court found that both the initial and appellate awards were deficient in providing reasons for rejecting the petitioner's claim for adjustments. Consequently, the awards were set aside, and the petition was allowed. The court noted that the matter could be referred back to arbitration as per the Bye-laws of the Stock Exchange, Mumbai.

In summary, the judgment addressed the procedural and substantive aspects of the arbitration awards, emphasizing the need for reasoned decisions as mandated by the Arbitration Act, and upheld the statutory force of the Stock Exchange's Bye-laws in case of inconsistency with the Act.

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