TMI Blog2010 (11) TMI 846X X X X Extracts X X X X X X X X Extracts X X X X ..... which, in fact, they did. One of the parties to the SHAs in each matter had applied to the CLB and these applications were made even before submitting a first statement on the merits of the disputes to the CLB. Appeal dismissed. - WP (C) NOS. 7558 AND 7559 OF 2010 AND - - - Dated:- 29-11-2010 - S. MURALIDHAR, J. Gaurav Duggal and Rakesh Sharma for the Petitioner. Jatan Singh, Amit Chadha, Ramesh Singh, A.T. Patra and Ms. Roopa Dayal for the Respondent. JUDGMENT 1. The challenge in these two writ petitions is to a common order passed by the Company Law Board ( CLB ) in Vijay Sekhri v. Tinna Agro Indus- tries Ltd./Tinna Oils Chemicals Ltd. [2010] 159 Comp. Cas. 336 (CLB - Delhi). By the impugned order common to both pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s that the transferee shall undertake in writing to adhere to and be bound by the terms and conditions of this Agreement. No shares shall be transferred to any person who is directly or indirectly engaged in the business of processing oil seeds, refining of oils or sale of edible oils." 5. As far as the petition concerning TAIL, an SHA was entered into on 21-4-2004 between ADM, TOL, TAIL and Bhupinder Kumar whereby ADM acquired 75 per cent of the total enhanced capital of TAIL and TOL was to hold the remaining 25 per cent. Clause 13.6 of this SHA was identically worded as the SHA of 28-2-1998. This SHA dated 21-4-2004 was signed by ADM and TOL represented by its two Directors Vijay Kumar Sekhari and Anil Kumar Sekhari, the Tinna Group and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Arbitrator has no jurisdiction to exercise powers conferred to the CLB under section 402 of the Act. 8. By the impugned order, the CLB discussed the provisions of sections 8 and 45 of the AC Act and correctly concluded that the essential requirements of reference of a dispute to arbitration was that the action should be brought before the judicial authority which CLB undoubtedly was. Secondly, the two SHAs had to contain an arbitration clause which, in fact, they did. One of the parties to the SHAs in each matter had applied to the CLB and these applications were made even before submitting a first statement on the merits of the disputes to the CLB. 9. As regards parties to the SHAs, the CLB analysed who the signatories were and con ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... their mutual rights and obligations and the operation, administration management of the Company with effect from the Execution Date shall be governed by the Shareholders Agreement as amended/agreed by this Agreement." 11. It is pointed out by Mr. Chadha that the objection that the companies themselves were not party to the SHAs and, therefore, the disputes in relation to them could not be referred to arbitration is no longer valid in view of the subsequent amendment agreements. In this context, Mr. Duggal referred to e-mail dated 13-8-2009 from Petitioner No. 1 in both the writ petitions protesting against the amendment to the SHAs and retracting them although admitting that they had been duly signed by him during his visit to Geneva on ..... X X X X Extracts X X X X X X X X Extracts X X X X
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