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). 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 respon