JUDGMENT Hon’ble Rakesh Sharma, J.—Heard Sri M.K. Gupta, learned counsel for the revisionist/applicant and Sri Naveen Sinha, learned Senior Advocate, assisted by Sri Yashwant Verma, learned counsel for respondent No. 1 as well as Sri Yatindra Shukla, learned counsel for the respondent No. 2. 2. This revision has not been admitted so far and the case has come up for admission before this Court. Through this revision, the revisionist-Starlinger & Company, having its registered office at Sonnenuhgassee 4, A-1060, Vienna, Austria has assailed an order dated 26.2.2010, passed by the learned Additional Civil Judge, Senior Division, Kanpur Nagar, in O.S. No. 788 of 2006, by which an application, that is, 31-Ga, submitted by the revisionist was dealt with. The revisionist has also sought for stay of the further proceedings in O.S. No. 788 of 2006 being contested by the parties in this revision. 3. The Trial Court had declined to refer the matter to arbitrator as according to the Trial Court, the declaratory Suit, seeking injunction also, was maintainable before it. 4. It emerges from the record that an agreement was executed between the revisionist-Company and respondent No. 1, Messrs. Raj Kumar Lohia, representing the Lohia Family of Kanpur on 10.11.1992. A copy of the agreement has been placed as Annexure-3 to the affidavit submitted in this case. This agreement contains 18 terms and conditions, which were binding on the contracting parties. 5. Learned counsel for the revisionist has laid much stress that as per Clause 17 of the said agreement, the dispute, if any, between the parties would have to be resolved by taking recourse to arbitration. 6. Lateron, some dispute regarding sale and transfer of 17,60,000/= shares arose between the parties. The respondent Nos. 1 and 2, that is, Raj Kumar Lohia, representing Lohia Family and Messrs Shruti Finsec Private Limited, having its registered office at D-3/A, Panki Industrial Area, Kanpur, have filed a Civil Suit No. 788 of 2006, Raj Kumar Lohia and another v. Lohia Starlinger & Company (revisionist). In the aforesaid Civil Suit, following reliefs were sought : “(a) A decree of declaration that a void, concluded, subsisting and binding contract exists between Plaintiffs and Defendant No. 2 for the sale and transfer of 17,60,000 shares held by Defendant No. 2 in Defendant No. 1. In the aforesaid Civil Suit, following reliefs were sought : “(a) A decree of declaration that a void, concluded, subsisting and binding contract exists between Plaintiffs and Defendant No. 2 for the sale and transfer of 17,60,000 shares held by Defendant No. 2 in Defendant No. 1. (b) A decree of mandatory injunction seeking execution and delivery of share transfer deeds in favour of Plaintiff No. 2 in respect of aforementioned share held by Defendant No. 2, consent letter addressed to the Reserve Bank of India and delivery of share certificates in respect of the same. (c) A decree of permanent injunction restraining Defendant No. 2, its officers etc. from transferring, alienating or encumbering or creating any charge on the Staco shares. (d) A decree of permanent injunction against Defendant No. 1, its officers etc. restraining them from recognizing Defendant No. 2 as a shareholder in respect of the aforesaid Staco share and from permitting the said Defendant from exercising any of its shareholders’ right being the shareholder of Staco shares. (e) A deceree of injunction directing Defendant No. 1 to register the transfer of shares in favour of Plaintiff No. 2 in respect of Staco Shares.” 7. A copy of the plaint has been placed on record of this case. The respondent No. 2, that is, revisionist herein, Starlinger & Company, responded to it and filed an application, Paper No. 31-Ga, before the Trial Court. According to the revisionist, this was an application submitted under Section 8 of the Arbitration and Conciliation Act, 1996, seeking appointment of an Arbitrator. A specific prayer was made that the dispute raised in the Suit should be referred for arbitration in accordance with the rules of Arbitration of the International Chamber of Commerce, Paris. The dispute, if any, should not be resolved by the Civil Court and the proceedings of the Court be stalled. Reliance has been placed on Clause 17 of the agreement dated 10.11.1992, which is being quoted below : “17. THAT in the event of there being any dispute or difference between the parties in respect of this agreement or about its meaning and/or interpretation, the same shall unless amicably resolved, be referred to arbitration in accordance with the rules of arbitration of the International Chamber of Commerce, Paris. THAT in the event of there being any dispute or difference between the parties in respect of this agreement or about its meaning and/or interpretation, the same shall unless amicably resolved, be referred to arbitration in accordance with the rules of arbitration of the International Chamber of Commerce, Paris. The venue of such arbitrations hall be New Delhi, India and the decision of the arbitration Court will be final and binding on the parties. Arbitration proceedings shall be conducted in English language. The applicable laws shall be Indian laws.” 8. Further, reliance was placed on Section 8 of the Arbitration and Conciliation Act, 1996, which is being quoted below : “8(1) A judicial authority before which an action is brought in a matter which is the subject of an arbitration agreement, shall if a party so applies not later than when submitting his first statement on the substance of the dispute, refer the parties to arbitration. (2) The application referred to in sub-section (1) shall not be entertained unless it is accompanied by the original arbitration agreement or a duly certified copy thereof.” 9. Other submissions were also made, which are contained in the application submitted by the revisionist before the Trial Court. Objections were filed by the respondents herein to the application submitting that the subject-matter in dispute could not be dealt with by the arbitrator and the Civil Court would be the appropriate forum for resolving the dispute. In fact, Messrs. Shruti Finsec Private Limited was not a party to the agreement dated 10.11.1992 and as such it was not bound by the terms and conditions spelt out in the said agreement. 10. Learned Additional Civil Judge, Senior Division, Kanpur has dealt with the submissions put-forth by the rival parties. It has dismissed the application/objections submitted by the revisionist-Company and had declined to refer the matter to the arbitrator. 11. The said order has been assailed by the revisionist-Company on several grounds through this revision. 12. Sri M.K. Gupta, learned counsel for the revisionist, has submitted that the learned Court below had acted with material irregularity in exercise of its jurisdiction in rejecting the Application No. 31-Ga. 11. The said order has been assailed by the revisionist-Company on several grounds through this revision. 12. Sri M.K. Gupta, learned counsel for the revisionist, has submitted that the learned Court below had acted with material irregularity in exercise of its jurisdiction in rejecting the Application No. 31-Ga. The learned Trial Court had failed to appreciate that the true copy of the agreement duly certified by the authorised officer of the revisionist-company was annexed with the application had met the requirement of Section 8(2) of the aforementioned Arbitration Act of 1996. There existed an arbitration clause in the agreement. 13. Sri M.K. Gupta, learned counsel for the revisionist, has read before the Court the contents, terms and conditions contained in the agreement in detail. According to him since there existed an arbitration clause and there arose a dispute between the parties to the agreement, the dispute ought to have been referred to an Arbitrator. Messrs. Shruti Finsec Company Private Limited was a nominee and assignee of the plaintiff No. 1, that is, Raj Kumar Lohia of Lohia Family, being a nominee and assignee, Messrs. Shruti Finsec Private Limited also became a party to the arbitration clause contained in the agreement entered into. It was an associate of the Lohia family. The plaintiff No. 2 derived its rights by virtue of nomination given by the plaintiff No. 1, that is, Raj Kumar Lohia for Lohia family. Both the parties, that is, Raj Kumar Lohia, representing the Lohia family and Messrs. Shruti Finsec Private Company Limited were bound by the terms and conditions contained in the agreement dated 10.11.1992. 14. Sri M.K. Gupta, learned counsel for the revisionist, has read almost every paragraph of the plaint, contents of the agreement dated 10.11.1992, various other documents and relevant provisions contained in the abovementioned Arbitration and Conciliation Act, 1996. As per Sri Gupta, the revisionist has sought to enforce the rights flowing from the agreement dated 10.11.1992. According to him, even plaintiffs’ rights, if any, were subject to the arbitration clause (Clause No. 17) of the aforementioned agreement. The learned Trial Court had failed to appreciate that it was right of the parties under the agreement which was under challenge and, thus, the dispute could have been resolved by the Arbitration Tribunal. Thus, the declaratory Suit was not maintainable in these circumstances. The order impugned is a non-speaking and non-reasoned order. The learned Trial Court had failed to appreciate that it was right of the parties under the agreement which was under challenge and, thus, the dispute could have been resolved by the Arbitration Tribunal. Thus, the declaratory Suit was not maintainable in these circumstances. The order impugned is a non-speaking and non-reasoned order. Learned counsel for the revisionist has placed reliance on following judgments in support of his submissions : 1. Agri Gold Exims Ltd. v. Sri Lakshmi Knits & Wovens and others, 2007 (3) SCC 686 . 2. Sukanya Holdings (P) Ltd. v. Jayesh P. Pandya and another, AIR 2003 SC 2252 . 3. 2009(10) SCC 103 , 4. Ardy International (P) Ltd. v. Inspiration Clothes & U and another, (2006) 1 SCC 417 . 5. Hindustan Petroleum Corp. Ltd. v. Pincity Midway Petroleums, (2003) 6 SCC 503 . 6. Olympus Superstructures Pvt. Ltd. v. Meena Vijay Khetan and others, AIR 1999 SC 2102 . 7. Bharat Sewa Sansthan v. U.P. Electronics Corpn. Ltd., (2007) 7 SCC 737 . 8. Atul Singh and others v. Sunil Kumar Singh and others, (2008) 2 SCC 602 . 9. Shree Baidyanath Ayurved Bhawan Private Limited v. Praveen Bhatia and others, (2009) 8 SCC 779. 10. Tata Industries Limited and another v. Grasim Industries Limited, (2008) 10 SCC 187 . 11. Sumitomo Corporation v. CDC Financial Services (Mauritius) Ltd. and others, (2008) 4 SCC 91 . 15. Sri Navin Sinha, learned Senior Advocate, has put in appearance on behalf of the respondents. He has strongly resisted the revision/application submitted by the revisionist-Company and denied all the allegations and submissions put-forth by the learned counsel for the revisionist/applicant. 16. According to him, sin qua non for invocation of Section 8 of the Arbitration and Conciliation Act, 1996 is the existence of an arbitration agreement as contemplated under Section 7 of the said Act. The second necessary corollary is that there should be in existence an agreement between the parties to the suit in terms of which the entire dispute in question may be referred to arbitration. As per learned Senior Advocate appearing for the respondents, a perusal of Section 8 of the Act, as quoted above, makes it clear that the judicial authority can only refer the matter for arbitration where all the parties involved in the dispute are parties to an arbitration agreement. As per learned Senior Advocate appearing for the respondents, a perusal of Section 8 of the Act, as quoted above, makes it clear that the judicial authority can only refer the matter for arbitration where all the parties involved in the dispute are parties to an arbitration agreement. In this regard he has referred Section 8 of the Arbitration and Conciliation Act, 1996. 17. As per learned counsel for the respondents, the applicant in the revision petition as well as the Section 8 Application in Suit No. 788 of 2006 has relied upon Clause 17 of the Shareholders Agreement dated 10.11.1992, entered into between Lohia Family and the revisionist-Company. The shareholders agreement is an agreement between Starlinger & Company and the Lohia Family (as mentioned in the Shareholders’ agreement) represented by Raj Kumar Lohia to which Messrs. Shruti Finsec Private Limited, that is, respondent No. 2 herein, is not a party, rather the respondent No. 2, Messrs. Shruti Finsec Private Limited is a party outside the Shareholders’ Agreement. Since there is no arbitration agreement to which respondent No. 2 is a party, the dispute cannot be referred to arbitration. The respondent No. 2 is a necessary party to the Suit. 18. Sri Sinha has submitted that the Hon’ble Apex Court in Sukanya Holdings Pvt. Ltd. v. Jayesh H. Pandya, AIR 2003 SC 2252 , has held that unless all the parties to the Suit are the parties to the arbitration agreement, the dispute cannot be referred to arbitration. Further, it has been held that unless the matter in the Suit is wholly covered by the agreement, the parties cannot be asked to go to the arbitrator. In the said case, it has also been clearly held that even in the case of partial coverage of dispute by the arbitration agreement, the parties cannot be referred to arbitration. 19. Emphasis has been laid by Sri Sinha, learned Senior Advocate, appearing for the respondents, that the reliefs sought for cannot be granted by the Arbitral Tribunal and could be granted by the Civil Court only for the reason that the existence of a valid, subsisting and binding agreement between the parties was not the shareholders’ agreement dated 10.11.1992. The said agreement had worked itself out. The said agreement had worked itself out. The specific performance of the contract was sought in respect of the subsequent contract which came into existence and conferred rights on the respondent No. 2 which was not a party to any arbitration agreement. 20. Sri Naveen Sinha, learned counsel for the respondents, has further submitted that the Suit for specific performance arises and stems out of the independent contract arrived at between the partiesas contained in their letters dated 11.5.2001, 7.5.2001 and 3.11.2001. This contract did not contain any arbitration clause and for this reason also the parties could not have been relegated to the said forum. In the present case, contract for sale and purchase of 17,60,000 shares held by the revisionist in the capital of the answering respondent (Staco Shares) has already been concluded and sale consideration has been determined as per the formula provided under the Shareholders’ Agreement. The actual grievance of the respondent Nos. 1 and 2 is non-compliance of formalities for transfer of shares by the applicant/revisionist, which is not a subject-matter of dispute in respect of which an arbitration agreement exists. The sin qua non for attraction of Section 8 of the Arbitration and Conciliation Act, 1996 is the existence of a matter which is the subject of an arbitration agreement, which is absent in the present case. In the absence of such an arbitration agreement, the application was clearly not maintainable. 21. As per Sri Naveen Sinha, learned Senior Advocate appearing for the respondents, the subject-matter of Suit No. 788 of 2006 is not covered by arbitration clause of Shareholders’ agreement. The revisionist/applicant itself has waived/abandoned the said Clause 17 of the Shareholders’ Agreement for resolving the dispute purported to have arisen out of the Shareholders’ Agreement, by filing a petition before the Company Law Board bearing No. 62 of 2005 and an amendment petition thereto in November, 2006. The revisionist/applicant is, therefore estopped from relying upon the aforesaid arbitration agreement. The learned Trial Court in its impugned order dated 26.2.2010 has noted the contention that “The Defendant No. 2 has abandoned Clause 17 of the Shareholders Agreement because they themselves have filed a Petition No. 62/2005 before the Company Law Board”. Thus, the learned Trial Court has rightly dismissed the said application. 22. The learned Trial Court in its impugned order dated 26.2.2010 has noted the contention that “The Defendant No. 2 has abandoned Clause 17 of the Shareholders Agreement because they themselves have filed a Petition No. 62/2005 before the Company Law Board”. Thus, the learned Trial Court has rightly dismissed the said application. 22. In the present case, it is relevant to submit that the subject-matter of the Suit is not covered under any arbitration agreement as aforesaid, thus, as per the mandate of Section 8 of the Act, the application was not to be entertained unless it is accompanied by the original arbitration agreement or a duly certified copy thereof. In, the instant case, the revisionist had filed a self-attested true copy of the agreement and as per the provisions contained in Section 8(2) of the Arbitration and Conciliation Act, 1996, such application was liable to be dismissed as the said application did not meet the statutory requirement. 23. Sri Naveen Sinha, learned Senior Advocate appearing for the respondents, has placed reliance on following judgments in support of his case : 1. Union of India v. Kishore Lal Gupta and Brothers, AIR 1959 SC 1362 . 2. Union of India (UOI) v. Salweel Timber Construction (India) and others, AIR 1969 SC 488 . 3. Tarapore and Company v. Cochin Shipyard Ltd., 1984 (2) SCC 680 . 4. Aktiengesellschaft v. Insotex (India) Limited and another, AIR 1996 Karnataka 69. 5. Sukanya Holdings Pvt. Ltd. v. Jayesh H. Pandya and another, 2003 (5) SCC 531 . 6. Dadri Cement Company and another v. Bird & Co.(P) Ltd., AIR 1974 Delhi 223. 7. Union of India (UOI) v. Kishorilal Gupta & Sons. AIR 1953 Calcutta 642. 8. Seema Bhatia v. Yamaha Motor India Pvt. Ltd., 2008(1) ARBLR 552 Delhi. 9. Yogi Agarwal v. Inspiration Clothes and U and others, 2009(1) SCC 372. 10. Ramakrishna Theatre Limited v. Investments and Commercial Corporation Limited, AIR 2003 Karnataka 502. 11. Smt. Sudershan Chopra and others v. Company Law Board, Principal Bench and others, 2003(3) ARBLR 14 (P & H). 12. Kaiser Lands v. Mrs. Ethel Robinson and others, 2008(4) ARBLR 105 Delhi. 13. Food Corporation of India v. Sreekanth Transport, 1999 (4) SCC 491 . 14. Atul Singh and others v. Sunil Kumar Singh and others, 2008 (2) SCC 602 . 24. 12. Kaiser Lands v. Mrs. Ethel Robinson and others, 2008(4) ARBLR 105 Delhi. 13. Food Corporation of India v. Sreekanth Transport, 1999 (4) SCC 491 . 14. Atul Singh and others v. Sunil Kumar Singh and others, 2008 (2) SCC 602 . 24. In addition to above case laws, Sri Naveen Sinha, learned Senior Advocate, has placed reliance on a recent judgment rendered by the Hon’ble Apex Court on 27.4.2010 in Civil Appeal No. 3874 of 2010, Indowind Energy Ltd. v. Wescare (I) Ltd. and another. He has read before the Court Paragraphs 8, 9, 12, 13, 14, 15, 16, 17, 21 and 25 of the said Judgment to further strengthen his submissions. 25. I have heard learned counsel for the parties at great length and have perused the impugned judgment, pleadings of the parties as well as other materials brought on record. I have also carefully gone through the factual and legal submissions including the contents of the judgments cited before the Court. 26. Firstly, in the judgment impugned, the learned Trial Court has held that the application, under Section 8 of the Arbitration and Conciliation Act, 1996, was not submitted in accordance with the prescribed procedure. The revisionist-Company was required to place before the Court the original arbitration agreement or a duly certified copy thereof, but in the present case a self-attested copy of the agreement has been filed and a finding to this effect has rightly been recorded by the learned Trial Court. However, this is a procedural mistake and this Court is scrutinising this matter on other points as discussed by the learned Trial Court. 27. There is substance in the submissions of Sri Naveen Sinha, learned Senior Advocate, appearing for the respondents that Messrs. Shruti Finsec Private Limited was not a party to the agreement dated 10.11.1992 or the arbitration agreement. The agreement dated 10.11.1992 was, in fact, executed between Starlinger & Company and Messrs Lohia Company, as defined in the Shareholders’ Agreement, represented by Sri Raj Kumar Lohia. Messrs. Shruti Finsec Private Limited, respondent No. 2, was a party outside the Shareholders’ Agreement, then, how any dispute in which Messrs. Shruti Finsec Private Limited, is not a party could be referred to arbitration. Messrs. Shruti Finsec Private Limited, respondent No. 2, was a party outside the Shareholders’ Agreement, then, how any dispute in which Messrs. Shruti Finsec Private Limited, is not a party could be referred to arbitration. The Hon’ble Apex Court, Karnataka High Court and Delhi High Court in the judgments in Sukanya Holdings Pvt. Ltd. v. Jayesh H. Pandya and another, 2003 (5) SCC 531 ; Dadri Cement Company and another v. Bird & Co.(P) Ltd., AIR 1974 Del 223 and Aktiengesellschaft v. Insotex (India) Limited and another, AIR 1996 Kant 69, have categorically held that unless all the parties to the Suit are the parties to the arbitration agreement, the parties cannot be directed to approach Arbitral Tribunal. Such matters cannot be referred to the arbitration. Thus, it has been provided that unless the dispute is wholly covered by the agreement, the parties cannot be referred to the arbitration. It has also been held that even in the case of partial coverage of dispute by the agreement, the parties cannot be asked to go for arbitration. 28. A perusal of the reliefs sought for in the Suit pending before the Trial Court and the contents of the plaint reveal that the reliefs sought for cannot be granted by the Arbitral Tribunal. The dispute raised in the Suit could be resolved by the Civil Court only. The specific performance of the contract has been sought in respect of a subsequent contract which came into being lateron. The subsequent events conferred rights on the respondent No. 2, that is, Messrs. Shruti Finsec Private Limited, which was not a party to any Arbitration Agreement. 29. This Court has taken note that the Suit for specific performance arises and flows out of the independent contract arrived at between the parties. The material facts, terms & conditions and events are contained in the letters dated 11.5.2001, 7.5.2001 and 3.11.2001. The contents of these letters were highlighted by the learned Senior Counsel appearing for the respondents. Here a contract for sale, purchase and transfer of 17,60,000 shares held by the revisionist-company existed. There is a mention of in the capital of respondents (Staco shares) in these letters and other documents. The sale consideration was determined as per the formula provided under the Shareholders’ Agreement. 30. There is force in the submissions of learned Senior Counsel for the respondents that the actual grievance of the respondent Nos. There is a mention of in the capital of respondents (Staco shares) in these letters and other documents. The sale consideration was determined as per the formula provided under the Shareholders’ Agreement. 30. There is force in the submissions of learned Senior Counsel for the respondents that the actual grievance of the respondent Nos. 1 and 2 is regarding non-compliance of formalities for transfer of the shares by the revisionist-company. It was not a subject-matter of dispute in respect of which an arbitration agreement exists. The Sin qua non for a protection of Section 8 of the aforementioned Act of 1996 is the existence “of a matter which is the subject of an Arbitration Agreement”. The respondents case is squarely covered by the judgments cited by them. 31. As far as the argument of Sri M.K. Gupta, learned counsel for the revisionist-company that Messrs. Shruti Finsec Private Limited was a nominee or assignee of Messrs. Raj Kumar Lohia, representing the Lohia Family and as such it is a party to the agreement dated 10.11.1992 is concerned, it has no legs to stand and has not impressed the Court. In a recent judgment rendered by the Hon’ble Apex Court on 27.4.2010 in CIVIL APPEAL NO. 3874. OF 2010 [Arising out of SLP [C] No. 27330 of 2008], Indowind Energy Ltd. v. Wescare (I) Ltd. and another, similar situation has arisen, where the Hon’ble Apex Court has dealt with the following questions in Paragraph 9 of the judgment, which is being quoted below: “9. The said judgment is challenged in this appeal by special leave. On the contentions urged the following two questions arise for consideration: (i) Whether an arbitration clause found in a document (agreement) between two parties, could be considered as a binding arbitration agreement on a person who is not a signatory to the agreement? (ii) Whether a company could be said to be a party to a contract containing an arbitration agreement, even though it did not sign the agreement containing an arbitration clause, with reference to its subsequent conduct?” 32. The Hon’ble Court has dealt with the dispute in detail and had held that the agreement in dispute dated 24.2.2006 was signed by Wescare and Subuthi Company and not by the Indowind Energy Company. After dealing with the dispute in detail, the Hon’ble Apex Court has held as under : “13. The Hon’ble Court has dealt with the dispute in detail and had held that the agreement in dispute dated 24.2.2006 was signed by Wescare and Subuthi Company and not by the Indowind Energy Company. After dealing with the dispute in detail, the Hon’ble Apex Court has held as under : “13. Wescare puts forth the agreement dated 24.2.2006 as an agreement signed by the parties containing an arbitration agreement but the said agreement is signed by Wescare and Subuthi and not by Indowind. It is not in dispute that there can be appointment of an arbitrator if there was any dispute between Wescare and Subuthi. The question is when Indowind is not a signatory to the agreement dated 24.2.2006, whether it can be considered to be a `party’ to the arbitration agreement. In the absence of any document signed by the parties as contemplated under clause (a) of sub-section (4) of Section 7, and in the absence of existence of an arbitration agreement as contemplated in clauses (b) or (c) of sub-section (4) of Section 7 and in the absence of a contract which incorporates the arbitration agreement by reference as contemplated under sub-section (5) of Section 7, the inescapable conclusion is that Indowind is not a party to the arbitration agreement. In the absence of an arbitration agreement between Wescare and Indowind, no claim against Indowind or no dispute with Indowind can be the subject-matter of reference to an arbitrator. This is evident from a plain, simple and normal reading of Section 7 of the Act. 14. Learned counsel for Wescare referred to various clauses in the agreement dated 24.2.2006 to contend that it should be deemed to be an agreement executed/signed by Indowind. Firstly it was submitted that the agreement was entered into by Subuthi as promoter of Indowind and also described Indowind as its nominee and the agreement was signed on behalf of Subuthi by a person who was also a Director of Indowind. It is submitted that the agreement also specifically stated that Subuthi was desirous of purchasing certain assets of Wescare for its nominee Indowind, and in fact, Indowind purchased the said assets of Wescare. This according to the learned counsel for Wescare, led to an irresistible conclusion that Indowind was acting in terms of the agreement dated 24.2.2006 and therefore, it would be bound by the arbitration clause therein. 15. This according to the learned counsel for Wescare, led to an irresistible conclusion that Indowind was acting in terms of the agreement dated 24.2.2006 and therefore, it would be bound by the arbitration clause therein. 15. It is not in dispute that Subuthi and Indowind are two independent companies incorporated under the Companies Act, 1956. Each company is a separate and distinct legal entity and the mere fact that two companies have common shareholders or common Board of Directors, will not make the two companies a single entity. Nor will existence of common shareholders or Directors lead to an inference that one company will be bound by the acts of the other. If the Director who signed on behalf of Subuthi was also a Director of Indowind and if the intention of the parties was that Indowind should be bound by the agreement, nothing prevented Wescare insisting that Indowind should be made a party to the agreement and requesting the Director who signed for Subuthi also to sign on behalf of Indowind. The very fact that parties carefully avoided making Indowind a party and the fact that the Director of Subuthi though a Director of Indowind, was careful not to sign the agreement as on behalf of Indowind, shows that the parties did not intend that Indowind should be a party to the agreement. Therefore the mere fact that Subuthi described Indowind as its nominee or as a company promoted by it or that the agreement was purportedly entered by Subuthi on behalf of Indowind, will not make Indowind a party in the absence of a ratification, approval, adoption or confirmation of the agreement dated 24.2.2006 by Indowind.” 33. In the aforesaid judgment, the Hon’ble Apex Court had allowed the Appeal of Indowind Energy Limited reversing the judgment of Hon’ble Madras High Court by which an Arbitrator was appointed directing the Indowind Engery Limited, the appellant, to be associated with the arbitration proceedings. 34. In the present case also, the similar circumstances exist and this Court cannot rely on the hypothesis as put-forth by Sri M.K. Gupta, learned counsel for the revisionist-company, that Messrs. Shruti Finsec Private Limited was a nominee or assignee of Messrs. Raj Kumar Lohia, which is a party to the agreement, and as such it is also a party to the arbitration agreement. 35. Shruti Finsec Private Limited was a nominee or assignee of Messrs. Raj Kumar Lohia, which is a party to the agreement, and as such it is also a party to the arbitration agreement. 35. The Trial Court and this Court have also taken note that the revisionist-Company has pressed Clause 17 of the Shareholders’ Agreement for resolving the dispute through arbitration. It is admitted to the revisionist-company that it had filed a statutory petition before the Company Law Board bearing No. 62 of 2005 and an amendment thereto was also made in November, 2006. Thus, the revisionist-company has already availed a statutory remedy by filing a statutory petition before the Company Law Board, which is still pending disposal. Therefore, the Trial Court has already taken note of this fact that the revisionist-company cannot availed two statutory remedies simultaneously. Thus, there is substance in the findings recorded by the Trial Court that the revisionist-company itself has waived/abandoned said arbitration clause in the agreement dated 10.11.1992. The judgment rendered by the Trial Court is a well considered, reasoned and speaking order. There is no error of law or infirmity in the judgment of the Trial Court. 36. In view of the discussions made above, no interference is required by this Court in its revisional jurisdiction under Section 115 of the Code of Civil Procedure. Accordingly, the revision fails and is dismissed. 37. No order as to costs. 38. Before parting with the case it is noteworthy that Sri M.K. Gupta, learned counsel for the Revisionist has put-forth his submissions and has made great endeavour to pursuade the Court to agree with his point of view. His efforts are praiseworthy and the Court appreciates his passion. —————