Judgment :- A. RAMAMURTHI, J. Original Application No. 103 of 2000, filed under Order 14, rule 8 of the Original Side Rules read with section 9 of the Arbitration and Conciliation Act, 1996, to issue an order of injunction restraining the first respondent from effecting any transfer of shares owned by it in the fourth respondent-company in favour of Bharti Tele-Ventures Limited and its affiliates under its control and also an order of injunction restraining the fourth respondent from recording the transfer of shares in favour of Bharti Tele-Ventures Limited pending final adjudication by the Arbitral Tribunal. Original Application No. 104 of 2000 has been filed, claiming ex parte order of injunction. The case in brief for the disposal of both the applications is as follows : The petitioner and respondents Nos. 1 to 4 entered into a joint venture agreement dated August 12, 1992, consequent upon which, they agreed upon the mode, method and manner of control, management and business of a joint venture company bearing the name and style Skycell Communications Private Limited, incorporated under the Companies Act, 1956. This company applied for and obtained a cellular licence to operate and maintain cellular services in the metropolitan city of Madras. The shareholding pattern in the joint venture company is the first respondent 40.5 per cent., the second respondent 10.5 per cent., the petitioner and the third respondent 24.5 per cent. each. Clause 3.6 in the joint venture agreement provides that notwithstanding any other provision of this agreement, no person or entity shall be invited to participate or shall participate in Skycell (whether by way of subscription for or purchase of any shares) without the prior written consent of all the shareholders. Similarly, clause No. 7.4 also says that no person or entity shall be invited to participate in Skycell without the prior written consent of all the shareholders. The spirit and understanding amongst the parties to the joint venture agreement was also substantially incorporated in the memorandum and articles of association of the company as clauses Nos. 10 and 11(a). Similarly, clause No. 7.4 also says that no person or entity shall be invited to participate in Skycell without the prior written consent of all the shareholders. The spirit and understanding amongst the parties to the joint venture agreement was also substantially incorporated in the memorandum and articles of association of the company as clauses Nos. 10 and 11(a). If an existing shareholder is desirous of disposing of its equity shareholding in the company, then it can do so only in the manner prescribed in the agreement as well as the articles of association and in no other manner.The first respondent issued a transfer notice dated October 11, 1999, in accordance with section 7.2 of the joint venture agreement informing all the parties that they proposed to sell their entire 40.5 per cent. shares in the company and requested consent of the other parties in accordance with the provisions of sections 3.6 and 7.4 of the agreement. The first respondent informed the parties that they proposed to sell their shareholding to Bharti Tele-Ventures Limited and its affiliates under its control. The offer letter was received from the fourth respondent on October 12, 1999. The second respondent also issued a transfer notice dated October 28, 1999, informing all the parties that they were proposing to sell their 10.5 Per cent. shares to Bharti Tele-Ventures Limited. Respondents Nos. 1 and 2 also sent further letters requesting for an earlier response to the transfer notice from the petitioner. Various correspondence was exchanged between the parties. The petitioner finally wrote letters to the first respondent as well as others and informed them that unless the petitioner has all the background information pertaining to telecommunication ventures in which Bharti Tele-Ventures Limited is currently involved, it may not be in a position to accord its approval for the transfer of shares sought to be effected by respondents Nos. 1 and 2. The petitioner has been handed over copies of the memorandum of understanding dated October 5, 1999, and supplementary memorandum of understanding dated November 1, 1999, executed by and between respondents Nos. 1 and 2 and Bharti Tele-Ventures Limited. The first respondent has not obtained the prior written consent of the petitioner. The proposed transfer of shares is in violation of the agreement as well as articles of association. 1 and 2 and Bharti Tele-Ventures Limited. The first respondent has not obtained the prior written consent of the petitioner. The proposed transfer of shares is in violation of the agreement as well as articles of association. The petitioner apprehends that the first respondent in collusion with the fourth respondent-company is likely to complete the transaction for transfer of shares by violating with impunity the terms and conditions of the joint venture agreement and thereby create third party rights which would lead to unnecessary complications. In such a case, the interest of the petitioner will suffer and the business and operation of the joint venture agreement would be seriously prejudiced. The petitioner has made out a prima facie case and the balance of convenience is also in its favour. No pre-judice will be caused to the respondents if an order of injunction is granted pending final adjudication. Hence, these petitions.The first respondent filed a detailed counter, denying the various allegations. The application does not satisfy the condition precedent relating to the arbitration mechanism set out in the joint venture agreement between the parties, in that, there was no attempt at amicable resolution for the reason that no arbitrable dispute had at all been precipitated which might have resulted in a cause of action for the petitions. These applications suffer from both statutory as well as contractual bar. The parties are to first attempt through discussions, an amicable resolution of any dispute arising out of or in connection with the negotiation, execution, interpretation, performance or non-performance of the agreement. Only if they fail to resolve such controversy or claim within 30 days by amicable agreement and compromise, the aggrieved party may seek arbitration as set forth in the agreement. In this case, there was no dispute that had arisen prior to the filing of the above application. Even assuming that there were any differences between the parties, no attempt at amicable resolution was even undertaken by the petitioner before resorting to the court. The joint venture agreement as well as the memorandum of understanding were entered into between the parties. The provisions regarding the restrictions on transfer of shares and other provisions regarding the management of the company as envisaged in the joint venture agreement, were however not transplanted or incorporated in the articles of association of the company. The joint venture agreement as well as the memorandum of understanding were entered into between the parties. The provisions regarding the restrictions on transfer of shares and other provisions regarding the management of the company as envisaged in the joint venture agreement, were however not transplanted or incorporated in the articles of association of the company. Over these years, the fourth respondent has built a customer base of over 20, 000 users. The company has been suffering losses right from the inception and from the last three years, the total loss comes to about Rs. 92, 39, 40, 000. It is finding it extremely difficult to meet its financial and other obligations. Respondents Nos. 1 and 3 have been periodically infusing funds running to several crores in the company. The first respondent has extended the facility in the form of intercorporate fund amounting to Rs. 10 crores besides they have also funded the company in sums exceeding Rs. 7.5 crores towards payment of licence fee, etc. It was realised by all the parties including the petitioner concerned even during 1998 that in order to revive the fourth respondent-company from its financial distress, large sums of money will have to be brought in. This respondent's desire to divest its holdings with the company was duly communicated to the other shareholders of the company. The petitioner not only responded favourably but also requested that all shareholders should jointly divest their respective holdings in the company. The petitioner took the lead role by taking upon itself the task of identifying a new shareholder/prospective buyer of the shares. The petitioner coordinated with the efforts to appoint ABN Amro Bank as the consultant. The petitioner went against its own suggestion of joint divestment and instead struck a deal for divesting its holdings alone in favour of the third respondent during January, 1999. Later, an understanding appears to have been reached between the petitioner and the third respondent, on the basis of which a transfer notice was issued by the petitioner calling upon the other shareholders to exercise their rights of first refusal and purchase. The first respondent and other partners immediately responded by signifying their consent for transfer of shares by the petitioner in favour of the third respondent.Respondents Nos. The first respondent and other partners immediately responded by signifying their consent for transfer of shares by the petitioner in favour of the third respondent.Respondents Nos. 1 and 2 in October, 1999, identified M/s. Bharti Tele-Ventures Limited, a reputed cellular company in the country to purchase their entire shareholding in the fourth respondent-company. Since all the shareholders had on principle agreed to the divestment of their respective shareholdings, the first respondent bona fide believed that the petitioner as well as other shareholders will issue their consent letters as a matter of course. As a first step, a memorandum of understanding was entered into with M/s. Bharti Tele-Ventures Limited on October 5, 1999, as amended by November 1, 1999. In order to fully implement the memorandum of understanding, they sought the approval from the financial institutions and the Department of Telecommunications. They also issued transfer notices to the other shareholders of the company as contemplated in the agreement. They also obtained approvals from the DoT, consent from the ICICI, ABN Amro, DSS Enterprises and Millicom. The only consent that is unreasonably and illegally withheld is that of the petitioner. The petitioner was only seeking further or more particulars regarding the new entrant. It was made available to the petitioner from time to time. Since the petitioner was unreasonably withholding its consent for a very long time, the first respondent intensified its persuasions coupled with a request to the petitioner to join either a partners' meeting or a board meeting to finalise the long pending issues, but it did not succeed. The petitioner has suppressed material particulars regarding the unanimous decision taken by all shareholders in favour of a third party. The petitioner is also guilty of unclean conduct disentitling the grant of any equitable/discretionary relief. Prior to legal proceedings, no notice whatsoever was served on this respondent. The letter dated January 31, 2000, relied on by the petitioner was received by this respondent only on February 12, 2000. Previously, all communications and correspondence have been addressed between the parties only by fax. The document was created on the same day for the purpose of filing this application. The details sought and given were extensive. The petitioner has not co-operated by making itself available for board meetings or partners' meetings to consider critical issues of the company. The company also owes a sum of Rs. The document was created on the same day for the purpose of filing this application. The details sought and given were extensive. The petitioner has not co-operated by making itself available for board meetings or partners' meetings to consider critical issues of the company. The company also owes a sum of Rs. 20 crores through various means of funding done by the first respondent. All the parties concerned have taken a unanimous decision to divest their respective shareholding in the fourth respondent-company as early as July, 1998. The Governmental policy in restricting foreign company participation to 49 per cent. is a conscious decision to ensure that public interest, namely, the interest of the citizens of India as well as the Indian companies' interest is not sacrificed by the foreign companies at the altar of their overriding self-interest in this regard.Paragraphs 10 and 11 of the articles of association merely state that no shares will be transferred to a person who is not a member of the company so long as any person selected by the directors is willing to purchase the same at the fair market value as calculated by the auditors of the company. The petitioner had only sought details about the prospective purchaser. The resolutions shall be subject to the approval of the petitioner and the financial institutions. The representative of the petitioner requested time for review of the language of the resolution and therefore it was decided by the board that the resolution will be drafted and sent to the respective shareholders. The petitioner's statements are based on conjectures, probabilities and not backed by facts. The petitioner sought a meeting with the new entrant and it was also replied to by the first respondent. The apprehension of the petitioner is totally baseless and is motivated. Considering the losses incurred by the fourth respondent, the first respondent had decided that continuing to fund the operation of the company may not be in its interest. If there is a material breach in terms of the joint venture agreement, the party alleging the breach must give a notice to the other party calling upon the breaching party to rectify the breach and only after a period of 60 days from the date of such failure on the part of the breaching party in not rectifying such breach, the non-breaching party can refer the matter to arbitration. The arbitration notice has been issued on a plain sheet of paper and not on the letterhead of the petitioner. The new entrant had a turnover of Rs. 700 crores for the period ending March 31, 1999. Bharti will be the best entity to take over the operations of the fourth respondent who have sufficient experience and commitment to cellular services in India. Any restriction order in the form of an injunction will greatly prejudice the first respondent. It is the cardinal principle of law of equity that any provision for consent should not be used indiscriminately but reasonably. The petitioner has not shown keen interest in the affairs of the company and is itself planning to divest its investments. Any unreasonable restriction on transfer of the shares will be against public interest. The petitioner has no prima facie case and the balance of convenience is not in its favour. The reason why the petitioner is adopting a dog-in-the-manger policy is perhaps when the petitioner sent out the transfer notice for sale to the third respondent, they had indicated a price Rs. 26 per share approximately. When the respondent had negotiated a deal with Bharti, it was able to get a price of Rs. 38 per share. The company is now starving for funds. Therefore, the balance of convenience rests on the first respondent being permitted to transfer the shares without the consent of the petitioner which is being unreasonably withheld. The other financial institutions have all consented to the transfer of the shares in favour of Bharti knowing their experience in the field. The petitioner ought to have sent a notice under article 21 of the joint venture agreement. The petitioner has approached this court in undue haste even without resorting to the procedure relating to amicable resolution of disputes, which is a mandatory condition. It is a well settled proposition of law that no agreement whatsoever can be enforced inter se between shareholders unless the right asserted flows from the articles of association of the company. The petitioner is seeking to project its private and selfish ends in order to frustrate the share transfer agreement sought to be implemented by this respondent. If the transaction is allowed to be put through, the petitioner will suffer no hardship or prejudice. The petitioner is seeking to project its private and selfish ends in order to frustrate the share transfer agreement sought to be implemented by this respondent. If the transaction is allowed to be put through, the petitioner will suffer no hardship or prejudice. Hence, the petitions are liable to be dismissed.The fourth respondent-company filed a separate counter that the company applied for and obtained a licence from the Department of Telecommunications, Government of India, for operating and maintaining cellular services in the city of Chennai. The company had addressed letters dated January 7, 2000, February 9, 2000, and January 18, 2000, to its shareholders requesting them to address various issues pertaining to financial affairs including payment of past licence fee, interest arrears, etc. The company has suffered loss of Rs. 24.25 crores in 1997, Rs. 26.62 crores in 1998, and loss of Rs. 41.51 crores in 1999. It has become a defaulter in respect of a loan advanced by the ICICI. On the request of the company, the first respondent made an emergency funds transfer of Rs. 32 millions. The first respondent decided to divest its shareholding in the company and entered into an agreement for this purpose with M/s. Bharti Tele-Ventures Limited, for the sale of its shareholding. The Bharti group is a well known group of companies in the field of cellular and other services in the telecommunication field. The participation of Tele-Ventures Limited in the share capital of the fourth respondent will help it to become a successful venture. The company has a customer base of about 20, 000 people. Considering the situation in which it is placed, the company desires that instead of disinvesting shareholders, the stable shareholders viz., Bharti be permitted to purchase the shares of the first respondent. There is no collusion between this respondent and the first respondent. None of the provisions of the joint venture agreement has been incorporated in the articles of association. Bharti company is operating services in New Delhi, Himachal Pradesh, Andhra Pradesh, Karnataka and Madhya Pradesh. The approvals have been obtained from the Department of Telecommunications and other financial institutions also.The petitioner filed a rejoinder affidavit relating to the counter-affidavit filed by the first respondent. The petitioner at no point of time had refused its consent for the transfer of the first respondent's equity shareholding. The approvals have been obtained from the Department of Telecommunications and other financial institutions also.The petitioner filed a rejoinder affidavit relating to the counter-affidavit filed by the first respondent. The petitioner at no point of time had refused its consent for the transfer of the first respondent's equity shareholding. However, the petitioner was not inclined to be hustled into giving its consent for the transfer without taking into account all necessary information on the proposed transferee and conducting its own due diligence with regard to the transferee. Documents have been provided to the petitioner regarding Bharti; however, the documents requested are substantially incomplete. Until such time as the petitioner has had an opportunity to conduct a thorough due diligence, as it does in all cases of evaluating a potential new joint venture partner, the petitioner is not in a position to refuse or grant its consent. Further, the petitioner desires to meet with Bharti to elicit information in furtherance of its due diligence process. The other particulars also awaited from Bharti are enclosed the charter and bye-laws of Bharti, all reports and communications to security holders during the past five years, audited financial statements for the last five years, etc. The refusal to provide the required board approval resulted in the termination of the memorandum of understanding between the petitioner and the third respondent. The first respondent wilfully and intentionally refused to provide board approval which would have enabled the petitioner to obtain the necessary governmental, ICICI and third party lender's approval, etc. No formal board meeting has been called as required by the joint venture agreement between the parties. Articles 10 and 11 of the articles of association also reflect the understanding between the parties, that no shares will be transferred to a person who is not a member of the company. It would not be out of place to mention that the petitioner has also invested heavily in the company and therefore, the interest and welfare of the company is also a paramount factor in any decision made by the petitioner. If the first respondent had succeeded in transferring the shares, a notice to rectify the breach would not have served the purpose and the only remedy left to the petitioner would have been to claim damages. If the first respondent had succeeded in transferring the shares, a notice to rectify the breach would not have served the purpose and the only remedy left to the petitioner would have been to claim damages. The petitioner as a shareholder in the fourth respondent-company having substantial interest, only seeks some time to fully consider all aspects of the matter before giving its consent and this cannot be said to be unreasonable.The petitioner filed a rejoinder to the counter affidavit filed by the fourth respondent. The counter affidavit filed by the managing director of the fourth respondent is without authority and in any event, it has been filed at the behest of the first respondent, which is the shareholder effectively managing the affairs of the company. The first respondent has used the managing director of the company as its mouthpiece. The managing director is seeking to paint a gloomy picture of the financial crisis with a view to prejudice this court. There is nothing on record to show any financial commitment made by Bharti Tele-Ventures Limited to free the company from its financial crisis. The petitioner also filed an additional affidavit in rejoinder that the biographics of the officers as well as documents relating to the business plan in respect of M/s. Bharti Tele-Ventures Limited was not made available. A meeting of the partners of the fourth respondent is also scheduled to be held on March 23, 2000, at London and it is likely that this meeting may result in the petitioner being provided the necessary information which they had sought for from the buyers. The first respondent has not thought it fit to disclose the fact that on November 25, 1999, it had executed a share purchase agreement with M/s. Bharti Tele-Ventures Limited, which on the face of it appears to have expired on January 31, 2000. The first respondent has gone beyond the MoU already on the record of this court. These facts would clearly show that the apprehension expressed by the petitioner for grant of interim injunction is proper. Heard learned counsel of both sides. The points that arise for consideration are : (1) Whether the applicant has got a prima facie case and the balance of convenience is in its favour ?(2) Whether there is any valid and justifiable cause to vacate the order of interim injunction already granted ? Heard learned counsel of both sides. The points that arise for consideration are : (1) Whether the applicant has got a prima facie case and the balance of convenience is in its favour ?(2) Whether there is any valid and justifiable cause to vacate the order of interim injunction already granted ? (3) Whether the fourth respondent had been legally empowered to defend the case ? Points Nos. 1 to 3 : It is admitted that the petitioner and respondents Nos. 1 to 4 entered into a joint venture agreement on August 12, 1992. The fourth respondent-company applied for and obtained a cellular licence to operate and maintain cellular services in the metropolitan city of Madras. There is also no dispute between the parties relating to the shareholding pattern in the company. The first respondent is having 40.5 per cent., the second respondent 10.5 per cent., the third respondent 24.5 per cent. and the petitioner also have 24.5 per cent. Learned senior counsel, Thiru P. Chidambaram appearing for the petitioner pointed out that respondents Nos. 1 and 2 are attempting to alienate their shares in the company to a new entrant, namely, Bharti Tele-Ventures Limited without the written consent of the petitioner and, as such, they should be restrained by an order of injunction restraining them from effecting any transfer of shares in favour of the said company pending final adjudication by the Arbitral Tribunal of the dispute arising between the parties. The petitioner relied upon clauses 3.6 and 7.4 in the joint venture agreement (hereinafter referred to as "the agreement"). They provided that notwithstanding any other provision of the agreement, no person or entity shall be invited to participate or shall participate in Skycell without the prior written consent of all the shareholders. Learned senior counsel further stated that the spirit and understanding referred to in clauses 3.6 and 7.4 has also been incorporated in the memorandum and articles of association of the company according to clauses 10 and 11. Learned senior counsel further stated that the spirit and understanding referred to in clauses 3.6 and 7.4 has also been incorporated in the memorandum and articles of association of the company according to clauses 10 and 11. In short, if an existing shareholder desires to dispose of the shareholding in a company, he can do so only in the manner prescribed in the agreement as well as in the articles of association and not in any other way.It is admitted that the first respondent issued a transfer notice on October 11, 1999, informing all the parties that they desired to sell their shares to Bharti Tele-Ventures Limited. The second respondent also issued a transfer notice dated October 28, 1999, informing all the parties that they were also proposing to sell their shares to the same company. The petitioner, on the other hand, wrote to them that unless the petitioner had all background information pertaining to the telecommunication ventures in which the new entrant is currently involved, they may not be in a position to accord their approval for the transfer of shares sought by respondents Nos. 1 and 2. In fact, they have also entered into a memorandum of understanding with Bharti Tele-Ventures Limited on October 5, 1999, with a supplementary memorandum of understanding dated November 1, 1999, even without the written consent of the petitioner. It is also stated that they have also entered into a share purchase agreement with Bharti Tele-Ventures Limited on November 25, 1999. The petitioner-company sent a notice dated January 31, 2000, and if the transaction of transferring the shares is allowed to be carried out, it would lead to unnecessary complication and, as such, the petitioner will suffer and the business and operation of the agreement would be seriously affected. It is also stated that the applicant has made out a prima facie case and the balance of convenience is also in their favour and no prejudice will be caused to the respondents if such an order is granted pending final adjudication. Per contra, learned senior counsel, Thiru Parasaran appearing for the first respondent contended that the present application itself is not maintainable since there was no attempt at amicable resolution. According to the agreement, the parties should first attempt through discussion and only if they fail to resolve the controversy by amicable agreement and compromise, the aggrieved party may seek arbitration. Per contra, learned senior counsel, Thiru Parasaran appearing for the first respondent contended that the present application itself is not maintainable since there was no attempt at amicable resolution. According to the agreement, the parties should first attempt through discussion and only if they fail to resolve the controversy by amicable agreement and compromise, the aggrieved party may seek arbitration. Learned senior counsel further pointed out that the provision regarding the restrictions on transfer of shares as envisaged in the agreement was not incorporated in the articles of association of the company. Now, the fourth respondent-company has got more than 20, 000 customers and for the last three years, the total loss comes to more than Rs. 92 crores. At one point of time, all the shareholders wanted to divest their shares and in fact, the petitioner took the lead role by taking upon itself the task of identifying a new shareholder. The petitioner also struck a deal in favour of the third respondent during January, 1999 and for which, the first respondent and other persons have signified their consent. However, when respondents Nos. 1 and 2 sought the consent of the petitioner, it is unreasonably delayed. Whatever particulars were called for about Bharti company had been supplied to the petitioner and the petitioner had not joined either in the partners' meeting or the board meeting to finalise the long pending issues. Prior to moving the court, no notice was served on the first respondent and the letter dated January 31, 2000, was received only on February 12, 2000. It is further stated that the bar relating to transfer of shares provided under the agreement cannot have any primacy over the clauses in the articles of association. Any unreasonable restrictions on transfer of the shares will be against public interest. In fact, according to the learned senior counsel, the petitioner is adopting a dog-in-the-manger policy. The petitioner negotiated with the third respondent for a price of Rs. 26 per share whereas the first respondent has negotiated a deal with Bharti to a price of Rs. 38 per share. The other financial institutions have all consented to the transfer of the shares in favour of Bharti knowing their experience in the field. The petitioner is seeking intervention of the court only to frustrate the share transfer agreement entered into by respondents Nos. 38 per share. The other financial institutions have all consented to the transfer of the shares in favour of Bharti knowing their experience in the field. The petitioner is seeking intervention of the court only to frustrate the share transfer agreement entered into by respondents Nos. 1 and 2 with Bharti.Learned senior counsel, Thiru R. Krishnamurthy, appearing for the fourth respondent-company stated that the company had suffered loss of Rs. 24.25 crores in 1997, Rs. 26.62 crores in 1998, and loss of Rs. 41.51 crores in 1999. The Bharti group is a well known group of companies in the field of cellular and other services in the telecommunication field and considering the situation, Bharti may be permitted to purchase the shares of the first respondent. Bharti company is operating services in New Delhi, Himachal Pradesh, Andhra Pradesh, Karnataka and other places. It is admitted that the agreement was entered into between the parties on August 12, 1992, and before that the memorandum and articles of association have come into existence on March 3, 1992. In order to appreciate the various contentions of the parties, I am of the view that it is just and necessary to reproduce the various clauses in the agreement as well as in the articles of association. Article 2.3 in the agreement relates to duration. The duration of Skycell shall be perpetual subject to the provisions of the articles and of this agreement. Article 3.4 relates to restriction on transfer of shares and it reads as follows : "Restriction on transfer of shares. - Subject to article 22, unless otherwise mutually agreed by all the shareholders, no shareholder shall sell or otherwise transfer or dispose of any of its shares in Skycell for the longer of (a) three (3) years after the date the licence is awarded to Skycell, or (b) such other period as may be required by the Department of Telecommunications, Government of India." Article 3.6 relates to new shareholders and it reads as follows : "Notwithstanding any other provision of this agreement, no person or entity shall be invited to participate or shall participate in Skycell (whether by way of subscription for or purchase of any shares) without the prior written consent of all the shareholders. As more specifically set forth in article 7.4, each such person or entity shall be required to sign and/or agree in writing to be bound by this agreement prior to any subscription or purchase of shares in Skycell". According to article 6.1, each shareholder shall have a pre-emptive right to subscribe for and purchase new shares in the share capital of Skycell. Article 7 relates to transfer of shares. Articles 7.1 and 7.2 read as follows : "7.1. General. - No shareholder may dispose of any of its shares of Skycell to any person other than an affiliate of such shareholder except in accordance with the provisions of article 3 and this article 7, or with the prior written consent of each other shareholder. The shareholders shall procure that the directors of Skycell shall register any transfer of shares which complies with article 3, this article 7 and article 22, but shall not register any other transfer of shares. 7.2 Transfer of shares by a shareholder. - Subject to article 7.3, before transferring or disposing of its shares or any interest in its shares, a shareholder proposing to transfer or dispose of the same (transferor) shall give notice in writing (transfer notice) to Skycell, with a copy to each other shareholder. The transfer notice shall specify the number of shares which the transferor wishes to transfer or dispose of (relevant shares), which may be all or part only of the shares then held by the transferor, and shall specify the price of the relevant shares. The transfer notice shall constitute Skycell as the transferor's agent for the sale of the relevant shares as hereinafter provided". The transfer notice shall constitute Skycell as the transferor's agent for the sale of the relevant shares as hereinafter provided". Article 7.4 relates to agreement of new shareholders and it reads as follows : "If any shareholder shall sell, assign, or otherwise transfer all or any part of its shares to a third party (including but not limited to an affiliate of such shareholder) in accordance with this agreement and the articles, such shareholder shall cause the third party acquiring or receiving an interest in such shares, as a condition of such acquisition, to furnish a written undertaking to the other shareholders and to Skycell in form and substance acceptable to such other shareholders and Skycell, agreeing to observe and be bound by all the provisions of this agreement as if it had executed this agreement in the place of the shareholder who sold the shares. In addition, as set forth in article 3.6, no person or entity shall be invited to participate in Skycell without the prior written consent of all the shareholders". Article 21 refers to dispute resolution, arbitration and governing law. Articles 21.1 and 21.2 read as follows : "21.1 Amicable resolution. - If any dispute arises out of or in connection with the negotiation, execution, interpretation, performance or non-performance of this agreement, the parties shall seek to solve the matter amicably through discussions between them. Only if the parties fail to resolve such controversy or claim within thirty (30) days by amicable arrangement and compromise, the aggrieved party may seek arbitration as set forth below. 21.2 Arbitration agreement. - Any and all disputes arising out of or in connection with the negotiation, execution, interpretation, performance and non-performance of this agreement shall be solely and finally settled by a board of three (3) arbitrators in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC Rules)". Chapter V in the articles of association relates to transfer and transmission of shares. Chapter V in the articles of association relates to transfer and transmission of shares. Article 10 reads as follows : "Without prejudice to the provisions in article 11 contained herein no share shall be transferred to a person who is not a member of the company so long as any person selected by directors is one whom it is desirable in the interest of the company to admit to membership willing to purchase the same at the fair value as calculated by the auditors of the company. Learned senior counsel for the petitioner stated that due diligence report about Bharti Limited has been called for and only a few particulars have been furnished and unless the petitioner is satisfied, the petitioner is not in a position to give any consent. It is also stated that the petitioner-company is still evaluating background information and conducting its due diligence on Bharti Tele-Ventures Limited. Until such time as the petitioner provides its consent, by execution of a written consent, no action regarding the sales of Skycell shares can take place.The petitioner also produced the document dated October 5, 1999, to show that respondents Nos. 1 and 2 have entered into MoU with Bharti and also supplementary MoU entered on November 1, 1999. The petitioner invoked article 21 being the arbitration clause under the agreement and sent the communication dated January 31, 2000. The main contention put forward by learned senior counsel is that without any written consent, respondents Nos. 1 and 2 cannot transfer their shares to the third respondent. The tenure of the agreement is that it is a joint venture agreement, which is perpetual in nature and they should sink or sail together and one company alone cannot transfer the shares detrimental to the interest of the other company. The main dispute between the parties is whether the agreement and in particular articles 3.4, 3.6 and 7 are binding upon them. The main dispute between the parties is whether the agreement and in particular articles 3.4, 3.6 and 7 are binding upon them. Whether the first respondent is obliged to obtain the consent of the other shareholders for the proposed sale of its shares to Bharti, whether the petitioner was justified in seeking information about Bharti before deciding to grant or refuse consent to the proposed sale, whether the petitioner is acting unreasonably in not granting consent until it had evaluated all the information about Bharti and whether the first respondent is entitled to sell shares to Bharti without the consent of the petitioner. The aforesaid questions can be decided only by the arbitrators provided the dispute was referred for arbitration. Now, the present applications have been filed under section 9 of the Arbitration and Conciliation Act, 1996. Under the circumstance, this court cannot go into these questions, on the merits and give a finding relating to the aforesaid points. The only question that has to be decided is whether the petitioner has got a prima facie case and the balance of convenience is in its favour or whether the order of injunction already granted is liable to be vacated.Learned senior counsel for the petitioner relied on Sundaram Finance Ltd. v. NEPC India Ltd. , wherein it was observed as follows (p. 54) : "The position under the Arbitration Act, 1940, was that a party could commence proceedings in court by moving an application under section 20 for appointment of an arbitrator and simultaneously it could move an application for interim relief under the Second Schedule read with section 41(b) of the 1940 Act. The 1996 Act does not contain a provision similar to section 20 of the 1940 Act. Nor is section 9 or section 17 similar to section 41(c) and the Second Schedule to the 1940 Act .... (p. 57). In order to give full effect to the words 'before or during arbitral proceedings' occurring in section 9 it would not be necessary that a notice invoking the arbitration clause must be issued to the opposite party before an application under section 9 can be filed .... (p. 57). What is apparent, however, is that the court is not debarred from dealing with an application under section 9 merely because no notice has been issued under section 21 of the 1996 Act". (p. 57). What is apparent, however, is that the court is not debarred from dealing with an application under section 9 merely because no notice has been issued under section 21 of the 1996 Act". This decision is applicable to the case on hand. The petitioner also relied on H. M. Kamaluddin Ansari and Co. v. Union of India, for the proposition that under section 41(b) the court has been given power to issue interim injunction. But the court has got the power to pass an order of injunction only for the purposes of and in relation to arbitration proceedings before the court. It cannot be said that as clause (a) of section 41 empowers the court to pass interim injunction the court can pass injunction even if the conditions of clause (b) of section 41 were not satisfied. Such construction will render clause (b) of section 41 otiose.Learned senior counsel for the first respondent relied on Maganlal v. Jaiswal Industries that the provisions of the Civil Procedure Code cannot be made applicable to an application under section 9 of the Arbitration and Conciliation Act, 1996. The decision relied on by the first respondent relates to a case under the State Financial Corporations Act. Once a matter reaches a particular court, it is to be decided in accordance with the rules of practice and procedure of that court. If a sale order under section 32 of the State Financial Corporations Act, 1951, is made executable by the court of the District Judge by applying the provisions of the Civil Procedure Code, those provisions will be attracted. This has been relied on in order to find out that there is no enabling provision to apply the Civil Procedure Code to consider a case under section 9. A careful reading of section 9 clearly indicates that the court shall have the same power for making orders as it has for the purpose and in relation to any proceedings before it. A careful reading of section 9 clearly indicates that the court shall have the same power for making orders as it has for the purpose and in relation to any proceedings before it. Moreover, it is stated that as an interim measure of protection in respect of the preservation, interim custody or sale of any goods, securing the amount in dispute in the arbitration and also for detention, preservation or inspection of any property which is the subject-matter of dispute in arbitration and interim injunction or the appointment of a receiver and such other interim measure of protection as may appear to the court to be just and convenient can be granted. In order to find out whether the applicant has got a prima facie case and the balance of convenience, necessarily it has to be looked into with the available materials. Learned counsel for the first respondent also relied on Maharashtra State Financial Corporation v. Jaycee Drugs and Pharmaceuticals Pvt. Ltd., and it is also a case under the State Financial Corporations Act, wherein it was stated that if the language and words used are plain and unambiguous, full effect must be given to them as they stand and in the garb of finding out the intention of the Legislature no words should be added thereto or subtracted therefrom. There is no dispute about this principle.Learned senior counsel for the petitioner relied on New Horizons Ltd. v. Union of India to highlight the nature of joint venture agreement, wherein it was observed as follows (page 867) : "The expression 'joint venture' is more frequently used in the United States. It connotes a legal entity in the nature of a partnership engaged in the joint undertaking of a particular transaction for mutual profit or an association of persons or companies jointly undertaking some commercial enterprise wherein all contribute assets and share risks. It requires a community of interest in the performance of the subject-matter, a right to direct and govern the policy in connection therewith, and duty, which may be altered by agreement, to share both in profit and losses. Black's Law Dictionary, 6th edition, page 839. According to Words and Phrases, permanent edition, a joint venture is an association of two or more persons to carry out a single business enterprise for profit (page 117, volume 23). Black's Law Dictionary, 6th edition, page 839. According to Words and Phrases, permanent edition, a joint venture is an association of two or more persons to carry out a single business enterprise for profit (page 117, volume 23). A joint venture can take the form of a corporation wherein two or more persons or companies may joint together. A joint venture corporation has been defined as a corporation which has joined with other individuals or corporations within the corporate framework in some specific undertaking commonly found in oil, chemicals, electronic, atomic fields. (Black's Law Dictionary, 6th edition, page 342) joint venture companies are now being increasingly formed in relation to projects requiring inflow of foreign capital or technical expertise in the fast developing countries .... There has been similar growth of joint ventures in our country wherein foreign companies join with Indian counter-parts and contribute towards capital and technical know-how for the success of the venture." This has been relied upon by the learned senior counsel in order to bring home the point that when the parties knowingly entered into an agreement, they have to sail or sink together. It is necessary to state that all the parties want to divest their shares to a third party is not in dispute. When the petitioner wanted to transfer the shares to the third respondent, the other companies have given their concurrence. However, when respondents Nos. 1 and 2 wanted to transfer their shares to a new entrant, the petitioner has withheld the consent and the petitioner had sought many clarifications from the new company as well as from respondents Nos. 1 and 2. According to the learned senior counsel for the petitioner, unless the petitioner is satisfied, they have got every reason or right to withhold the consent and in accordance with various clauses referred to above, without the written consent of the petitioner, the transfer of shares cannot be effected by respondents Nos. 1 and 2. As adverted to, whether the shares can be transferred without the written consent of the petitioner or the consent of all the members is necessary, is a matter to be decided only in arbitration. Learned senior counsel for the petitioner relied on Suratgarh GS. 1 and 2. As adverted to, whether the shares can be transferred without the written consent of the petitioner or the consent of all the members is necessary, is a matter to be decided only in arbitration. Learned senior counsel for the petitioner relied on Suratgarh GS. H.S.T.S. Samiti Ltd. v. Union of India 1988 (2) ALR 317, wherein it was observed that under the arbitration clause, any dispute or question relating to the construction or interpretation of any of the terms and conditions of the contract or as to its application shall have to be decided by the arbitrator and so the scope of arbitration on this claim cannot be determined by the court and has to be left to the arbitrator for adjudication. Reliance is also placed upon another decision in Jammu and Kashmir State Forest Corporation v. Abdul Karim Wani, wherein it was observed that there was absolutely no justification for the court to have commented as above when it was leaving the matter to be decided by the arbitrator. A court, while considering the question whether an alleged dispute between the parties has to be referred for arbitration or not should refrain from expressing its opinion on the merits of the dispute which may embarrass the arbitrator. There is no dispute about this proposition and so far as the present case is concerned, the only question that has to be decided is whether the order of injunction can be granted to the petitioner pending the arbitral dispute.Per contra, learned senior counsel for the first respondent relied on Ontario Jockey Club Ltd. v. Samuel McBridge, 1928 AIR(PC) 291, wherein it was observed that a restriction which precludes a shareholder altogether from transferring may be invalid, but a restriction which does no more than give a right of pre-emption is valid. The shares are prima facie transferable. But there is no law which precludes the shareholders from contracting for value that they shall each submit to any reasonable restriction which they choose to agree to. Learned senior counsel also relied on Rangaraj (V.B.) v. Gopalakrishnan (V.B.), wherein it was observed that whether under the Companies Act or Transfer of Property Act, the shares are transferable like any other movable property. The only restriction on the transfer of the shares of a company is as laid down in its articles, if any. Learned senior counsel also relied on Rangaraj (V.B.) v. Gopalakrishnan (V.B.), wherein it was observed that whether under the Companies Act or Transfer of Property Act, the shares are transferable like any other movable property. The only restriction on the transfer of the shares of a company is as laid down in its articles, if any. A restriction which is not specified in the articles is, therefore not binding either on the company or on the shareholders. A perusal of the decision indicated that the trial court decreed the suit, holding that the sale of the shares not invalid and thereupon, appeals were preferred. When the decision has been given on the merits after the parties have let in evidence, I am of the view that this principle cannot be made applicable to an interlocutory application, without considering the other materials. Learned senior counsel also relied on Moodie v. W. and J. Shepherd (Book Binders) Ltd., wherein it was observed that powers of restriction on the right of the transfer or transmission of shares from one person to another are a serious restriction on the rights of holders of shares in a company, even though that company be a private one. No doubt in such a case it may well be desirable for the directors to have control over the transfer of shares to outside persons, but that construction does not necessarily apply to the transmission of shares from a holder to his personal representatives, and, if it is desired to control such a transmission, it should be done in plain terms. There is no dispute about this proposition.The grant of an interlocutory injunction during the pendency of legal proceedings is a matter requiring the exercise of discretion of the court. While exercising the discretion the court applies the following tests - (i) whether the plaintiff has a prima facie case; (ii) whether the balance of convenience is in favour of the plaintiff; and (iii) whether the plaintiff would suffer an irreparable injury if his prayer for interlocutory injunction is disallowed. The decision whether or not to grant an interlocutory injunction has to be taken at a time when the existence of the legal right is assailed by the plaintiff and its alleged violation are both contested and uncertain and remain uncertain till they are established at the trial on evidence. The decision whether or not to grant an interlocutory injunction has to be taken at a time when the existence of the legal right is assailed by the plaintiff and its alleged violation are both contested and uncertain and remain uncertain till they are established at the trial on evidence. Relief by way of interlocutory injunction is granted to mitigate the risk of injustice to the plaintiff during the period before that uncertainty could be resolved. The object of the interlocutory injunction is to protect the plaintiff against injury by violation of his right for which he could not be adequately compensated in damages recoverable in the action if the uncertainty were resolved in his favour at the trial. The need for such protection has, however, to be weighed against the corresponding need of the defendant to be protected against injury resulting from his having been prevented from exercising his own legal rights for which he could not be adequately compensated. The court must weigh one need against another and determine where the 'balance of convenience' lies. In order to protect the defendant while granting an interlocutory injunction in his favour the court can require the plaintiff to furnish an undertaking so that the defendant can be adequately compensated if the uncertainty were resolved in his favour at the trial. Under Order 39 of the Code of Civil Procedure, 1908, the jurisdiction of the court to interfere with an order of interlocutory or temporary injunction is purely equitable and, therefore, the court, on being approached, will, apart from other considerations, also look to the conduct of the party invoking the jurisdiction of the court, and may refuse to interfere unless his conduct was free from blame. Since the relief is wholly equitable in nature, the party invoking the jurisdiction of the court has to show that he himself was not at fault and that he himself was not responsible for bringing about the state of things complained of and that he was not unfair or inequitable in his dealings with the party against whom he was seeking relief. His conduct should be fair and honest. His conduct should be fair and honest. These considerations will arise not only in respect of the person who seeks an order of injunction under Order 39, rule 1 or rule 2 of the Code of Civil Procedure, but also in respect of the party approaching the court for vacating the ad interim or temporary injunction order already granted in the pending suit or proceedings.Learned senior counsel for the first respondent mainly contended that the company had already incurred huge loss and the question whether the written consent of the petitioner is necessary or not is a matter to be decided only in arbitration. Furthermore, even if an order of injunction is not granted in favour of the petitioner, no prejudice or hardship will be caused to the petitioner and the loss, if any, can be compensated by awarding damages. Learned senior counsel further stated that at one point of time the petitioner took steps to transfer its shares at the rate of Rs. 26 per share, whereas now respondents Nos. 1 and 2 have entered into MoU with a third party for a price of Rs. 38 per share. There are enough materials to come to the conclusion that Bharti Tele-Ventures Company is a reputed company dealing in telecommunication and by transfer of the shares, there would be effective functioning of the fourth respondent-company and by vacating an order of injunction, the petitioner will not be put to any loss or hardship. However, learned senior counsel for the petitioner pointed out the circumstances under which interim order can be granted in view of section 9 of the Arbitration Act. For preservation of the subject-matter of the arbitration agreement, interim order can be passed. No doubt, the granting of injunction is only a judicial discretion depending upon all the factors concerned in a case; but learned senior counsel for the first respondent stated that the petitioner has not acted in accordance with the terms of the agreement and as the dispute has not been raised legally, the present application is premature and he cannot be granted any relief under section 9. In support of his contention, learned senior counsel stated that a notice was issued by the petitioner on January 31, 2000, but the petitioner has filed the applications before the court even on February 2, 2000.Article 21.1 of the agreement disclosed that the parties should first seek to solve the matter amicably through discussion among them. Only when the parties failed to resolve such controversy or claim, within 30 days by amicable arrangement and compromise, the aggrieved party may seek arbitration. It is also made clear from article 21.2 that all disputes shall be solely and finally settled by a board of three arbitrators in accordance with the Rules. Learned counsel for the first respondent stated that the petitioner has not participated in the board meeting or the partners meeting and he had not taken any step to resolve the controversy by amicable resolution and till it was done, it was not open to the petitioner to resort to the arbitration agreement. However, it may be, it is clear from article 21.7 of the agreement that notwithstanding any other provision of the agreement, any party shall be entitled to seek preliminary injunctive relief from a court of competent jurisdiction pending the final decision or award of the arbitrators. It cannot be said that there is no arbitral dispute between the parties. The entire records filed in the court clearly demonstrate that there appears to be a cold war among the shareholders for a very long time relating to divesting of their shares. Respondents Nos. 1 and 2 have given particulars relating to Bharti company to the petitioner and in fact, the new entrant also gave particulars in respect of various matters; but, however, the petitioner was not satisfied with the materials already supplied and they have chosen to ask for several particulars relating to the number of officers working in the new entrant company and other details. The question whether the particulars called for by the petitioner are absolutely necessary or not is a matter that can be decided, only in arbitration; but one thing is certain that the petitioner has withheld the consent taking advantage of articles 3.6 and 7.4 in the agreement and is refusing to give written consent for share transfer. It is also seen from the records that excepting the petitioner, the consent from the other partners has been secured by respondents Nos. It is also seen from the records that excepting the petitioner, the consent from the other partners has been secured by respondents Nos. 1 and 2.Learned senior counsel for the first respondent contended that the articles of association will have primacy over the agreement, whereas learned senior counsel for the petitioner stated that the agreement will have primacy over the articles of association. It is also stated by learned senior counsel for the first respondent that the restriction imposed in the agreement is not a valid one under law and it is unenforceable. When every shareholder wants to divest his share, it is clear that due to lack of understanding or from obvious reasons, the matter is delayed unnecessarily. Although it is stated that a number of dates have been fixed for meeting the partners and the directors, it has not come true. Because of non-meeting, there is inordinate delay in resolving the dispute between the parties. I am of the view that suitable direction has to be given to the parties to meet on a particular date and try to solve their dispute and failing which, in accordance with the provisions given in the agreement, it is always open to the parties to invoke the arbitration clause. Considering the language employed under section 9 of the Arbitration Act, I am of the view that the petitioner is entitled to move this court for appropriate relief in order to preserve the subject-matter of arbitration as otherwise, it would create further complications. It is also clear from article 21.1 as well as 21.2 of the agreement that even for interpretation, performance or non-performance of the agreement, the parties can make use of the arbitration clause. Now, according to the petitioner, its written consent is absolutely necessary and without the same respondents Nos. 1 and 2 are not entitled to transfer their shares. On the other hand, according to respondents Nos. 1 and 2, imposing of such restriction is unenforceable under law and furthermore, the petitioner is unreasonably withholding the consent and delaying the matter. As such, I am of the view that relating to the interpretation, performance or non-performance of the agreement, it is a matter to be decided by the arbitrators and till such time, the parties have to be directed to maintain the status quo. As such, I am of the view that relating to the interpretation, performance or non-performance of the agreement, it is a matter to be decided by the arbitrators and till such time, the parties have to be directed to maintain the status quo. By such an order, it would only enable the parties to sit together on a particular date to be fixed by the court or a convenient date by the parties themselves and by mutual discussion, they should try to come to an amicable resolution; failing which, they can make use of article 21 of the agreement within a reasonable time given by the court.The fourth respondent-company is represented by a senior counsel and the counter has been filed by the managing director of the company virtually supporting the stand of respondents Nos. 1 and 2. For which, learned senior counsel of the petitioner contended that the managing director cannot take sides and he has not been authorised by the board of directors to file any counter and, as such, the fourth respondent had no locus standi to take a particular stand. However, learned senior counsel for the fourth respondent relied on United Bank of India v. Naresh Kumar wherein it was observed that a company like the appellant can sue and be sued in its own name. Reading Order 6, rule 14 together with Order 29, rule 1 of the Code of Civil Procedure, it would appear that even in the absence of any formal letter of authority or power of attorney having been executed a person referred to in rule 1 of Order 29 can, by virtue of the office which he holds, sign and verify the pleadings on behalf of the Corporation. In addition thereto and de hors Order 29, rule 1 of the Code of Civil Procedure, as a company is a juristic entity, it can duly authorise any person to sign the plaint or the written statement on its behalf and this would be regarded as sufficient compliance with the provisions of Order 6, rule 14 of the Code of Civil Procedure. A person may be expressly authorised to sign the pleadings on behalf of the company, for example by the board of directors passing a resolution to that effect or by a power of attorney being executed in favour of any individual. A person may be expressly authorised to sign the pleadings on behalf of the company, for example by the board of directors passing a resolution to that effect or by a power of attorney being executed in favour of any individual. In the absence thereof and in cases where pleadings have been signed by one of its officers a corporation can ratify the said action of its officer in signing the pleadings. Such ratification can be express or implied. This court can, on the basis of the evidence on record, and after taking all the circumstances of the case, specially with regard to the conduct of the trial, come to the conclusion that the corporation had ratified the act of signing of the pleading by its officer. There is no dispute about this proposition. Even a reading of the entire judgment clearly discloses that only after the conclusion of the trial, such a finding has been given. Even therein it is stated that either the board of directors should pass a resolution or a power should be executed to the authorised person. In this present case, there is no record to show that the managing director has been authorised by the board of directors or he was given any power of attorney. Learned senior counsel for the petitioner relied on Indian Commerce and Industries P. Ltd. v. Swadharma Swarajya Sangha 1998 (92) CC 719 (Mad) wherein it was observed that in the absence of a resolution of the board of directors, the filing of the suit for ejectment, by the director in question, was not competent. It was not a matter of internal management of the company in which courts could not interfere. The filing of the suit by the director was an initial infirmity with regard to the maintainability of the suit which was incurable. There is also no dispute about this principle.It is necessary to state that the managing director has not been authorised by a resolution by the board of directors and no power of attorney has been given. The managing director is also not entitled to take sides either with the petitioner or with respondents Nos. 1 and 2. No doubt, the managing director is entitled to put forth the financial position of the company by disclosing that the company had already incurred loss of Rs. 92 crores and there is loss every year. The managing director is also not entitled to take sides either with the petitioner or with respondents Nos. 1 and 2. No doubt, the managing director is entitled to put forth the financial position of the company by disclosing that the company had already incurred loss of Rs. 92 crores and there is loss every year. It is stated in the counter of the fourth respondent that the first respondent shareholder has advanced some money and furthermore stated that it will be beneficial if the shares are transferred in favour of Bharti Tele-Ventures Company. I am of the view that the objection raised by the senior counsel for the petitioner has some force. It is apparently clear that the managing director has taken sides with respondents Nos. 1 and 2 for obvious reasons. Normally, the managing director of the company should put forth the case only and ultimately leave the decision to the court and whatever decision given by the court has to be carried out by the managing director. It is unfortunate that instead of adopting such a course, the managing director of the company has taken sides with a particular group and in my view, it will naturally affect the progress of negotiation, if any at a later point of time if they sit together at a table for discussion and conciliation. In spite of the objection raised by learned senior counsel for the petitioner, the fourth respondent has not chosen to file any document to establish his locus standi to take a particular stand and under the circumstance, I am of the view that the fourth respondent cannot take sides with a particular group and it is always open to the managing director to get proper authorisation in accordance with law.Learned senior counsel for the first respondent contended that the petitioner has not come to court with clean hands and they have suppressed the earlier materials. Similarly, learned senior counsel for the petitioner stated that the first respondent had also suppressed the subsequent events. When the parties had already entered into a joint venture agreement on August 12, 1992, and the earlier attempt on the part of the petitioner to divest their shares to the third respondent are matters of record between the parties, it cannot be said that the petitioner had suppressed any material. When the parties had already entered into a joint venture agreement on August 12, 1992, and the earlier attempt on the part of the petitioner to divest their shares to the third respondent are matters of record between the parties, it cannot be said that the petitioner had suppressed any material. On the other hard, only the memorandum of understanding entered into between respondents Nos. 1 and 2 with a new entrant had been disclosed; but the share purchase agreement dated November 25, 1999 has not been brought to light. It was the petitioner who had obtained a copy of the same and filed it at the time of arguments. Another contention raised by learned senior counsel for the first respondent is that even if ultimately the petitioner succeeds, only damages can be claimed and it is not a fit case to grant the relief of injunction against the respondents. As adverted to, every one of the shareholders is interested to divest their shares and at one point of time, the petitioner attempted to divest its shares to the third respondent, but did not succeed. During that period, other shareholders have given their consent to the petitioner. But when respondents Nos. 1 and 2 attempted to transfer their shares in favour of a third party, the petitioner is withholding the consent for reasons best known to it. Having regard to the facts and circumstances of the case coupled with the documents, I am of the view that the preservation of the subject-matter of arbitration for a particular period is absolutely necessary in the interest of justice. In the meanwhile, all the parties can be directed to meet on a particular date to solve the matter amicably through discussion between them and if they failed to resolve such controversy, the aggrieved party may seek arbitration in accordance with article 21.2 within a reasonable time fixed by this court. Hence, these points are answered accordingly.For the reasons stated above, both the parties are directed to maintain status quo for a period of four months from this date. Both the parties are directed to meet in the office of the fourth respondent on May 3, 2000, at 10.30 a.m. to solve the dispute amicably through discussions between them. Hence, these points are answered accordingly.For the reasons stated above, both the parties are directed to maintain status quo for a period of four months from this date. Both the parties are directed to meet in the office of the fourth respondent on May 3, 2000, at 10.30 a.m. to solve the dispute amicably through discussions between them. If they failed to resolve the controversy or claim before May 10, 2000, the aggrieved party may seek arbitration in accordance with article 21 of the agreement. If the parties come to an understanding even before May 3, 2000, it is open to them to carry out the common decision taken by them unanimously and the order passed by this court will not be a bar to enforce the same. Both the applications are ordered accordingly. There will be no order as to costs.