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2023 (5) TMI 1393 - HC - Companies LawService of notice under Section 11 of the Arbitration and Conciliation Act, 1996 - communications served at a wrong address of the applicant-Company - suppression of correct address - HELD THAT - There is nothing on record to indicate any reason for the present respondent to have enquired regarding the change of address of the Company. Even if it is assumed that the change of address was duly intimated to the Registrar of Companies in time, the same does not give rise to the assumption that the said intimation was uploaded on the relevant website by the Registrar of Companies immediately thereafter. In fact, there was no occasion for the present respondent to make such enquiry in the first place, having no reason to apprehend such alteration of address - In all the documents throughout, the respondent herein had mentioned the address of the applicant-Company as its last-known address which could not be faulted per se. In the absence of any palpable error apparent on the face of the order under recall, there is no occasion for this Court to sit in judgment over the order of a co-ordinate Bench under Section 11 of the 1996 Act - In the absence of any ineligibility of the Arbitrator within the contemplation of the 1996 Act being pleaded or proved, there is no reason why the order dated February 16, 2023 passed in AP No.49 of 2023 should be recalled. The order dated February 16, 2023 appointing an Arbitrator passed in AP No.49 of 2023 is hereby affirmed - Application dismissed.
Issues:
1. Service of notice under Section 11 of the Arbitration and Conciliation Act, 1996. 2. Compliance with Share Purchase Agreement regarding liability. 3. Allegations of incorrect service of communications at the wrong address. 4. Legal implications of change of address of the Company. 5. Interpretation of Section 3(1)(b) of the 1996 Act. 6. Compliance with Companies Act, 2013 and Companies (Incorporation) Rules, 2014. 7. Validity of invocation under Section 21 of the 1996 Act. 8. Appointment and eligibility of the Arbitrator. Analysis: The judgment revolves around the issues arising from the service of notice under Section 11 of the Arbitration and Conciliation Act, 1996. The applicant argued that the notice was not served at the proper address, citing the Share Purchase Agreement's provisions limiting liability post-takeover. The respondent contended that communications were sent to the wrong address due to the Company's changed address. The applicant relied on Companies Act, 2013 and Rules, arguing that the Company's change of address was duly intimated to the Registrar of Companies, fulfilling legal requirements. The respondent, however, claimed compliance with Section 3(1)(b) of the 1996 Act, asserting that there was no need to search for the changed address as previous communications were made to the Company's last-known address. The Court analyzed the legal implications of the change of address, emphasizing the need for a reasonable inquiry to ascertain the correct address. It was argued that the respondent failed to undertake such an inquiry, leading to faulty service and vitiating the invocation and subsequent application under Section 11. Regarding the appointment of the Arbitrator, the Court found no ineligibility pleaded or proved, upholding the order appointing the Arbitrator. The judgment dismissed the application on contest, affirming the appointment of the Arbitrator. The Court highlighted that issues regarding the merits of the dispute, including prior communications with incorrect addresses, should be raised before the Arbitrator, not in the present proceedings. In conclusion, the judgment delves into the complexities of service of notice, compliance with legal provisions regarding address change, and the validity of the appointment of the Arbitrator, providing a comprehensive analysis of each issue raised by the parties involved in the dispute.
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