1. In this order I am considering CA 484/2007 filed under section 8 of the Arbitration and Conciliation Act, 1996 (the Act) (originally filed under section 45 of the Act and later amended to section 8) seeking for referring the parties to the proceeding to arbitration in terms of arbitration agreement/s. This application has been filed by the 2nd respondent in CP 121/2007 which has been filed under section 397/398 of the Act in respect of M/s. Enercon (India) Limited. In addition, I am also considering the interim prayers sought by the petitioner (depending on the decision in the application).

2. The facts of the case are : The respondents 2 to 8, known as Mehra group, incorporated the 1st respondent company (the company) on 10-5-1993, in the name of Wind World Power Limited. On 12-1-1994. They entered into a shareholders’ agreement (SHA) with the petitioner, a German company, pursuant to which the name of the company was changed to Enercon (India) Limited with the main object to produce Wind Turbine Generators in collaboration with the petitioner. On the same day, i.e., 12-1-1994, pursuant to the SHA, the company and the petitioner also entered into a Technical Know-how Agreement (TKA) by which the petitioner had agreed to supply technical know-how, information, assistance, supply of equipment and material etc. to the company. The SHA is a comprehensive one covering capital structure, transfer and sale of shares, board meetings, directorships etc. It contains an arbitration clause also (Article XVI). Most of the terms, particularly relating to transfer of shares and directorship were thereafter incorporated into the Articles of the company. As per the terms of the SHA, Articles provide for equal representation of both the petitioner and Mehra group on the board of the company. Similarly, in line with the SHA, the Articles also provide that the MD of the company would be a nominee of Mehra group and the Chairman that of the petitioner. TKA also contains an arbitration clause (clause 19). In terms of the SHA, the petitioner subscribed to 51 per cent shares in the company while Mehra group subscribed to 49 per cent. Thereafter, by another shareholders’ agreement dated 19-6-1998 both the petitioner and Mehra group subscribed to further shares by which the petitioner’s holding became 56 per cent while that of the Mehra group to 44 per cent. Presently, the Board consists of two nominees from each. While the nominees of Mehra group viz., respondent 2 is the MD and respondent 3 is the whole-time-director, the nominees of the petitioner viz., respondent No. 36 is the Chairman and respondent No. 37 is a director. The effective management of the company has been with that of the Mehra group right from the beginning. The company has 16 subsidiaries and 11 associated, companies and they all have been arrayed as respondents 9 to 35.

3. The present petition filed by the petitioner was mentioned on 30-8-2007 with a notice to the respondents. In the petition, the petitioner has alleged that the 2nd and 3rd respondents, being in exclusive management of the company, are guilty of systematic concealment of the state of affairs of the company, financial mismanagement, like indiscriminate borrowings, indiscriminate investments in subsidiaries and associate companies, manipulation of accounts etc., non-supply of required information by the petitioner, non-payment of royalty to the petitioner, non-inclusion of certain items in the balance sheet and most importantly that they are attempting to sell their group shares to an outsider in violation of the provisions of pre-emption clause in the articles. With these allegations, the petitioner has sought for removal of the 2nd and 3rd respondents as MD and WTD respectively not only of the company but also of the subsidiary and associate companies, for amending article 171 to delete the provision for representation on the board to Mehra group, for directions to Mehra group to transfer their 44 per cent