2006 (3) TMI 787 - Board - Companies Law

Summary

Issues:
1. Application under Section 45 of Arbitration & Conciliation Act, 1996 for referring parties to arbitration.
2. Allegations of oppression and mismanagement under Sections 397/398 of the Act.
3. Interpretation of agreements - shareholders' agreement (SHA), joint venture agreement (JVA), and escrow agreement (EA).
4. Dispute regarding board meetings, removal of directors, and amendment of Article 40.
5. Stand of respondents on arbitration agreements and jurisdiction of CLB.
6. Stand of petitioner on commonality of parties and consent in arbitration proceedings.

Analysis:

1. The respondents filed an application under Section 45 of the Arbitration & Conciliation Act, 1996, seeking arbitration among the parties. Initially dismissed, the order was set aside by the Bombay High Court, remanding the matter back for reconsideration.

2. The petitioner, holding 2.52% shares in the company, alleged oppression and mismanagement under Sections 397/398 of the Act due to changes in shareholding and board decisions affecting the petitioner's interests.

3. The incorporation agreements, including SHA, JVA, and EA, outlined duties, rights, and obligations of parties, with provisions for international arbitration in Geneva, and the petitioner having nominees on the Board.

4. Allegations by the petitioner included irregular board meetings, removal of directors, and amendment of Article 40, seeking supersession of the Board, appointment of an administrator, and reinstatement of a director.

5. Respondents argued that disputes were covered by arbitration agreements in SHA and JVA, thus not actionable under Sections 397/398, emphasizing the company's willingness to abide by arbitration terms.

6. The petitioner contended that without commonality of parties and the company not being a party to SHA or JVA, arbitration could not proceed, citing the Bombay High Court's refusal to grant relief due to the company's non-involvement in arbitration agreements.

7. The CLB emphasized that while some aspects of management were covered in SHA and JVA, the company not being a party to these agreements, and the Supreme Court's ruling against adding non-parties to arbitration, led to the dismissal of the application for arbitration.

This comprehensive analysis covers the legal complexities and arguments presented in the judgment, addressing each issue involved in detail.