Under Section 11(6-A) of the Arbitration and Conciliation Act, 1996, the referral court's jurisdiction is strictly limited to prima facie examining the existence of an arbitration agreement. All substantive questions regarding arbitrability, jurisdiction, and the validity of clauses must be determined by the Arbitral Tribunal.

ORDER :

S. Manu, J.

Since common issues are involved in these arbitration requests, they are being disposed of by this common order.

2. Petitioners are companies incorporated under the provisions of the Companies Act, 1956. Malabar International Gold Designs Private Limited is the petitioner in A.R.No.263/2025. The respondent in A.R.No.263/2025 is one of the shareholders of the petitioner company having 300 equity shares of Rs.1,000/- each and 6450 compulsorily convertible debentures of Rs.1,000/- each.

3. In A.R.No.264/2025 the petitioner is Luster Gold Palace (India) Pvt Ltd. The respondent is one of the shareholders of the petitioner company having 190 equity shares of Rs.1,000/- each and 4010 compulsorily convertible debentures of Rs.1,000/- each.

4. In A.R.No.265/2025, Malabar Gold Super Market (Kannur) Pvt. Ltd. is the petitioner and the respondent is same as in A.R.No.264/2025. The respondent is holding 380 shares of Rs.1,000/- each and 4420 compulsorily convertible debentures of Rs.1,000/- each in the petitioner company in A.R.No.265/2025.

5. The crux of the disputes between the parties is the involvement of the respondents in two other entities engaged in the manufacture of gold and diamond ornaments, as also the import, export, trading, distribution, wholesale and retail business in all kinds of gold, diamond, jewellery, ornaments, etc. According to the petitioners, the same is in violation of the specific terms and conditions of the Articles of Association of the petitioner companies.

6. For a detailed discussion, I shall refer to the facts and documents in A.R.No.263/2025. Contentions are identical in the other two cases and no separate reference to the details is therefore required.

7. The petitioner specifically refers to Article 79 of the Articles of Association of the company, which reads as under:-

“NON-SOLICITATION AND NON-COMPETITION UNDERTAKING (79) (1) The Shareholders acknowledge that they will have access to and will be exposed to Confidential Information of Malabar Group that will confer upon the Shareholders a unique competitive advantage, and further acknowledge that the Shareholders' working with or setting up an establishment carrying out similar activities as that of the Company will inevitably result in the use/disclosure of Confidential Information prejudicial to the interests of the Company/Malabar Group, therefore, in consideration of the benefits and rights available to the Shareholders, for as long as the Shareholder is connected or associated with the Company as a Shareholder, Director, officer, or employee of the Company, and for a period of 3 (three) years from the date he ceases to be a Shareholder, Director, officer, or employee of the Company, unless otherwise agreed to by the Board, the Shareholders and their Immediate Relatives shall not, whether directly or indirectly, or through their respective Affiliates or nominees:-

(a) carry on, own, manage, operate, join, assist, enable, have an interest in, invest in, control or otherwise engage or participate in a business similar to the Business or be connected or associated (as a shareholder, Director, officer, employee, partner, representative, lender, guarantor, distributor or advisor of, or consultant to or otherwise) in any business/business entity which directly or indirectly is engaged in the Business or competes with the Company or Franchisor Company, other than through the Company or entities under Malabar Group; or

(b) be involved or become involved or engage in any other activities that may conflict with the Shareholder's obligations to the C