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TMI Blog2010 (11) TMI 846X X X X Extracts X X X X X X X X Extracts X X X X ..... r section 45 of the Arbitration & Conciliation Act, 1996 ('AC Act') in the above matters and referred the disputes arising out of both CP Nos. 78 and 79 of 2009 for arbitration as contemplated by the shareholders agreements ('SHAs') dated 21-4-2004 and 28-2-1998 respectively. 2. In this Court while Writ Petition (C) No. 7558 of 2010 corresponds to CP No. 79/ND/2009 concerning Tinna Oils and Chemicals Ltd., ('TOCL'), Writ Petition (C) No. 7559 of 2010 corresponds to CP No. 78/ND/2009 and concerns Tinna Agro Industries Ltd., ('TAIL'). 3. TAIL is a joint venture between ADM Interoceanic Ltd. ('ADM'), Respondent No. 4 in Writ Petition (C) No. 7559 of 2010, and Tinna Overseas Ltd., ('TOL'), Respondent No. 5 in Writ Petition (C) No. 7559 of 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 78 of 2009 and CP No. 79 of 2009, were filed by the Petitioners in Writ Petition (C) No. 7559 of 2010 and Writ Petition (C) No. 7558 of 2010 respectively before the CLB under sections 397, 398, 402 and 409 of the Companies Act, 1956 ('Act') complaining of several actions of the ADM which according to them were in derogation of the covenants of the SHA. It was averred that the covenants of the SHA had been incorporated in the Memorandum of Association and Articles of Association of the respective companies, i.e., TOCL and TAIL but certain resolutions were passed contrary to those documents. In the said petitions, ADM filed applications under section 45 of the AC Act seeking reference of the disputes to arbitration. 7. Several objections w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . On the date of the respective SHAs, the non-signatories were not shareholders in the respective companies and, therefore, could not be signatories to the SHAs. Further, the evidence and allegations presented both by the signatories and non-signatories could not be separated. Lastly, the Petitioners themselves had claimed that the Respondents had committed a breach of the respective SHAs and, therefore, accepted the binding nature of the SHAs. The respective arbitration clauses formed an integral part of SHAs and, therefore, the disputes could be validly referred to arbitration. The CLB also placed reliance upon the decision of the Supreme Court in Everest Holding Ltd. v. Shyam Kumar Shrivastava [2008] 16 SCC 774. 10.Mr. Gaurav Duggal, le ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot signatories to the SHAs at the time when the SHAs were executed, became shareholders subsequent to the SHAs and were bound by Clause 13.6 in each of the SHAs. The terms and conditions in both SHAs were integral to the nature of the shares and in terms of Clause 13.6 bound the subsequent transferees. With a majority in each company controlled by ADM itself, the question of the disputes involving the companies not being referable to arbitration does not arise as the stand of the companies would be no different from that of ADM. In fact, as long as the Petitioners are bound by the SHAs and Clause 13.6 thereof, they cannot possibly object to the disputes involving TAIL and TOCL being referred to arbitration. 13. Mr. Duggal then submitted th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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