Disputes regarding company shareholding and control, involving serious allegations of forgery and fraud, are non-arbitrable and cannot be referred to arbitration as they require centralized judicial resolution.

JUDGMENT

Sanjeev Sachdeva, J. (Oral)

I.A. No.16577/2021

1. This is an application to bring on record legal heirs of deceased Respondent No.1, Mrs. Sonia Khosla.

2. Mr. Deepak Khosla, who is arrayed as one of the legal heirs, submits that he has no objection to the application being allowed.

3. The application is allowed. The amended memo of parties is taken on record.

ARB.P. 323/2010

4. This is a Petition under Section 11 of the Arbitration and Conciliation Act, 1996 read with Section 15 of the Arbitration and Conciliation Act, 1996 by Mr. Vikram Bakshi, seeking nomination of two arbitrators for the Petitioner as well as for the Respondents together and for the Arbitral Tribunal to appoint a presiding Arbitrator and to continue to hold arbitration proceedings from the stage where the previous Arbitral Tribunal had resigned.

5. The case between the parties has a chequered history prolonging over nearly 15 years.

6. The disputes pertain to a company called Montreaux Resorts (P) Ltd. [hereinafter referred to as `the company'], which it may be noticed is not a party to this petition. Said company was incorporated on 13.04.2005 with two promoter shareholders i.e., Mrs. Sonia Khosla and Mr. Vini Ahuja. At the time of incorporation, Mrs. Sonia Khosla held 7600 shares i.e., 76% of the authorized and paid up capital and Mr. Vini Ahuja held 2400 shares i.e., 24% of the authorized and paid-up capital.

7. On 21.12.2005, a Memorandum of Understanding (MoU) was executed between Mr. Deepak Khosla, M/s. Montreaux Resorts (P) Ltd., Mr. Vikram Bakshi and Mr. R.P. Khosla. The MoU stipulated establishing a resort-cum-real estate development venture at Kasauli, Himachal Pradesh and its environs as a joint venture project between the Bakshi family, acting through Mr. Vikram Bakshi and the Khosla family, acting through Mr. Deepak Khosla.

8. As per the MoU, the project was to be a joint venture involving the lands contracted to be purchased in the name of the company as well as already purchased in the name of the members of the Khosla family and also contracted to be purchased in the name of the members of the Khosla family, which all were to be assigned in favour of the company.

9. The MoU stipulated that the implementing Special Purposes Vehicle (SPV) for the project would be the company and the shares in the company were to be transferred to the Bakshi family or their nominee upon the payment stipulated in the MoU.

10. The MoU further stipulated that on signing of the MoU, 51% of the existing shareholding in the company would be transferred free from all claims, lien, charges, encumbrances etc. in the name of Mr. Vikram Bakshi or his nominee. Additional 25% share were to be transferred to Mr. Vikram Bakshi and his nominee on payment Rs.2.5 crores i.e., fourth tranche of payment.

11. The elements of the project stipulated in the MoU envisaged three segments of businesses to be undertaken by the company, a resort/real estate venture at/around village Mashobra, Chattiya, Tehsil-Kasauli on about 166 bighas of land, of which 110.49 bighas had already been identified and listed in Annexure-1 thereto. The second segment stipulated a recreational development at/around village Audda on approximately 171 bighas of land and third segment stipulated a cable car to connect the first segment with the second segment.

12. The MoU further described the land already acquired or to be acquired by the company for the development of the project, which was shown as a total of 337 bighas. The description of the land was detailed in Annexure-1 and Annexure-2 to the MoU.

13. The financial basis of the cooperation stipulated