Zenith Drugs & Allied Agencies Pvt. Ltd. Represented By Its Managing Director, Shri Uday Krishna Paul vs. M/S. Nicholas Piramal India Ltd
2019 INSC 827; [2019] 10 S.C.R. 360
Coram: Hon’ble Justice R. Banumathi & Hon’ble Justice A.S. Bopanna
Forum: Hon’ble Supreme Court of India
Case No.: Civil Appeal No. 4430 of 2009
Date of Decision: July 30, 2019
Conclusion

Facts and Background:
- The Appellant, Zenith Drugs & Allied Agencies Pvt. Ltd., represented by its Managing Director, Shri Uday Krishna Paul was a company registered under the Companies Act, 1956, engaged in various agency businesses, including clearing and forwarding services.
- The Respondent, Nicholas Piramal India Ltd. (NPIL), merged with M/s Rhone Poulene India Limited (RPIL) the original party to the clearing and forwarding agreement with the Appellant.
- RPIL had appointed the Appellant as its clearing and forwarding agent under the agreement dated 01.05.1997, with an arbitration clause in Clause 17. The agreement was renewed for the period 01.04.2001 to 31.03.2002.
- The merger of RPIL and NPIL terminated the agreement, which the Appellant challenged by filing Title Suit No.241 of 2001 before the Civil Judge, Senior Division, Guwahati, seeking a declaration on its validity.
- The parties reached a compromise, approved by the Civil Judge, Guwahati, under which the Appellant received compensation and was appointed as a stockist for Guwahati and Agartala.
- The Appellant filed Title Execution Case No.4 of 2002 to enforce the compromise decree, while the Respondent filed a criminal complaint against the Appellant for alleged stock diversion and sought to set aside the compromise decree, alleging fraud.
- The Respondent filed a criminal complaint (C.R. Case No. 1446 of 2002) under Sections 420, 406, 409, and 403 IPC read with Section 34 IPC, and sought to recall the compromise decree on grounds of fraud.
- On 30.04.2003, the Appellant filed Money Suit No.73 of 2003, claiming Rs.20 crores in damages for loss of goodwill and reputation caused by the respondent's actions.
- The Respondent filed an application under Section 8 of the Arbitration and Conciliation Act, 1996, requesting referral to arbitration. The trial court dismissed the application, relying on the compromise decree and the judgment in Nathani Steels Ltd. v. Associated Constructions 1995 Supp. (3) SCC 324.
- The Respondent appealed to the High Court, which reversed the trial court's decision and referred the dispute to arbitration, citing the existence of the arbitration clause and the Appellant's admission.
- The Appellant appealed this court against the High Court's decision.
Main Issue:
- Is the High Court right to refer the parties to arbitration by observing that the Appellant- Company admits the existence of an arbitration clause in the agreement dated 01.05.1997?
- Was the Appellant right in contending that the arbitration clause did not cover the dispute raised in the Money Suit No.73 of 2003 and cannot be referred to arbitration? (Paragraph 10)
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