Royale India Rail Tours Ltd v. Cox & Kings India Ltd. & Anr

NAVIN CHAWLA, J JANUARY 30, 2019/RN

Page 1 * IN THE HIGH COURT OF DELHI AT NEW DELHI Reserved on: 25.10.2018 Date of decision : 30.01.2019 + ARB. A. (COMM.) 11/2018 + ARB. A. (COMM.) 12/2018 ROYALE INDIA RAIL TOURS LTD. ..... Petitioner Through: Mr.Abhinav Vasisht, Sr.Adv. with Mr.Abhimanyu Mahajan, Ms.Anubha Goel, Advs. versus COX & KINGS INDIA LTD. & ANR. ..... Respondents Through: Mr.Rajiv Nayar, Sr. Adv. with Mr.Rishi Agrawala, Mr.Karan Luthra, Ms.Niyati Kohli, Mr.Saurabh Seth, Mr.K.V.Singh, Advs. for R-1 Mr.Joy Basu, Sr. Adv. with Mr.Saurav Agrawal, Mr.Madhav Misra, Mr.Arjun Masters, Mr.Ayush Gupta, Mr.Kanak Bose, Advs. for R- Mr.Sudipto Sarkar, Sr. Adv.with Mr.Saurav Agarwal, Mr.Madhav Misra, Mr.Arjun Masters, Mr.Ayush Gupta, Mr.Kanak Bose, Advs. for R- 2 in Arb.A.(Comm.) No.12/2018 + ARB. A. (COMM.) 13/2018 & IA 3587/2018 + ARB. A. (COMM.) 14/2018 & IA 3590/2018 COX AND KINGS INDIA LTD. ..... Petitioner Through: Mr.Rajiv Nayar, Sr. Adv. with Mr.Rishi Agrawala, Mr.Karan Luthra, Page 2 Ms.Niyati Kohli, Mr.Saurabh Seth, Mr.K.V.Singh, Advs. versus INDIAN RAILWAY CATERING AND TOURISM CORPORATION & ANR. ..... Respondents Through: Mr.Joy Basu, Sr. Adv. with Mr.Saurav Agarwal, Mr.Madhav Misra, Mr.Arjun Masters, Mr.Ayush Gupta, Mr.Kanak Bose, Advs. for R-1 Mr.Abhinav Vasisht, Sr.Adv. with Mr.Abhimanyu Mahajan, Ms.Abnubha Goel, Advs. for R-2 Mr.Sudipto Sarkar, Sr. Adv.with Mr.Saurav Agarwal, Mr.Madhav Misra, Mr.Arjun Masters, Mr.Ayush Gupta, Mr.Kanak Bose, Advs. for R- 1 in Arb.A.(Comm.) No.14/2018 CORAM: HON'BLE MR. JUSTICE NAVIN CHAWLA 1. The appellants, Cox and Kings India Ltd. (hereinafter referred to as the 'C&K') and Royale Indian Rail Tours Ltd. (hereinafter referred to as the 'RIRTL') have filed the present appeals, being Arb.A. (Comm.) No. 11/2018 and 14/2018 respectively challenging the order dated 10.12.2017 passed by the Arbitral Tribunal in AC-1840-A (Arbitration proceedings arising out of the Articles of Association of RIRTL) and Arb.A. (Comm.) No. 12/2018 and 13/2018 respectively challenging the order dated 10.12.2017 passed by the Arbitral Tribunal in AC-1811 (Arbitration proceedings arising out of the Joint Venture Agreement dated 10.12.2008), whereby the Arbitral Tribunal has allowed the applications Page 3 filed by the respondent no.1 in all the appeals, Indian Railway Catering and Tourism Corporation (hereinafter referred to as 'IRCTC') under Section 16 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the 'Act') deleting RIRTL from the array of parties in both the arbitration proceedings. 2. As the facts involved in both sets of appeals and even the question of law raised by the parties are common to all the appeals, they are being disposed of by this common order. 3. On 10.07.2008, a Memorandum of Understanding (MoU) was executed between C&K and IRCTC for the purpose of pooling their respective experience, expertise and infrastructure and to form a Joint Venture Company to acquire, furnish, maintain, manage and operate luxury trains and with a view to market and sell holiday packages with such luxury trains as an integral part. Along with the said MoU were attached the 'Principles of the J.V. Agreement', Clause-S whereof contained an Arbitration Agreement in the following words: "S. Arbitration 1. In the event that a matter remains unresolved at the level of the BoO, the same shall be referred for resolution to the JV/Shareholders Committee. 2. In the event of a dispute at the JV/Shareholders Committee or AGM levels the same shall be referred to arbitration by an independent Arbitrator jointly appointed by Second Party and IRCTC, under the Indian Arbitration and Conciliation Act, 1996, duly amended from time to time. The place of arbitration shall be New Delhi, India." Page 4 4. Thereafter RIRTL that is the JVC, was incorporated on 27.11.2008. Article 200 of the Articles of Association (AOA) contains the Arbitration Agreement and is reproduced hereinbelow: "200. Reference to an Arbitrator IRCTC and C&K will endeavour to