( 1 ) THE plaintiff, Bharti Televentures Ltd. (BHARTI) has filed this suit for permanently injuncting Bell, South International Asia/pacific Inc. USA (BELL) from selling or entering into any arrangement/agreement for the sale of its shareholding in Skycell Communications Limited (SKYCELL), to any third party SKYCELL is the joint venture constituted by Crompton Greaves Ltd. (CROMFTON), which holds 40. 5 per cent of its enquiry; BELL, which holds 24. 5 per cent of its equity; Millicom International Cellular SA (MILLICOM) (which holds 24. 5 per cent of its equity); and DSS Enterprises (DSS) (which holds 10. 5 per cent of its enquiry.

( 2 ) IT is not in controversy that the joint venture SKYCELL has been sustaining substantial losses. The plaintiff thereupon entered the fray by negotiation for the purchase of the shareholding, inter alia, of BELL for a sum of US $ 115 million. The contract between the original four constituents of SKYCELL included a covenant that none of them would agree to transfer their shareholding to a third party without their unanimous consent. BHARTI s contention is that a binding contract had come into effect between BELL and itself, pursuant to a consensus between these four parties, and the execution of a written contract was a mere formality. BELL contends to the contrary, the submission being that they were only in negotiating process with BHAR- TI. If consensus ad idem or the meeting of the minds of the two adversaries had actually transpired, the injunction prayed for must be granted, subject to compliance of certain legalities. If not so reached, there being no enforceable agreement, the injunction must be declined.

( 3 ) MR. Kapil Sibal, the learned Senior Counsel for the plaintiff, contended that the defendant has developed dishonest intentions because it appears to have received an offer of US $145 million for its shareholding in SKYCELL, from Hutchinson and/or ATandt. This offer is conditional on these parties acquiring a majority equity holding in SKYCELL. Since BHARTI has already purchased and actually acquired the 41 per cent holding of Crompton, it necessarily means that the other three partners, namely, BELL and MILLICOM and DSS would have to agree to jointly transfer their stake in SKYCELL to Hutchinson and/or ATandt. Mr Sibal argued that this is the only reason for MILLICOM and DSS back-tracking reneging and withdrawing their earlier consent to the purchase of BELL s shareholding by BHARTI and that this conspiracy has been instigated and initiated by BELL. The agreement between the constituent members of the joint venture SKYCELL, is dated August 12,1992. It incorporates that no shareholders shall sell or otherwise transfer or dispose off any of its shares unless mutually agreed upon by all the shareholders. Article 3. 6 stipulates that no person or entity shall be invited to participate or shall participate in SKYCELL without the prior written consent of all the shareholders. Thereafter, Article 7 is. of significance as it contains the details that require to be complied with before the intended transfer could take effect Article 21 contains the arbitration clause. The plaintiffs contention is that the provisions of the agreement had been Complied with and fulfilled. The controversy in this regard had resulted in a Suit being filed by BELL against CROMPTON, MILLICOM, DSS and SKYCELL in the High Court of Judicature at Madras. This litigation was between the shareholders of the joint venture namely SKYCELL. BHARTI was not a party in those proceedings. In the Order of the Learned Single Judge of the Madras High Court it was observed that if the parties failed to resolve the controversy before May 10th, 2000, the aggrieved party may seek arbitration in accordance with Article 21 of their Agreement. The Order further mentioned that if the parties arrived at the understanding even before 3rd May, 2000, it was open to them to carry out and implement the common decision taken by th