1. The present application is filed by the applicant/second respondent under Regulation 44 of the CLB Regulations, 1991, read with section 8 of the Arbitration and Conciliation Act, 1996, seeking directions from this Bench to dismiss the CP No. 12 of 2008 and direct the respondent/petitioner to refer the disputes to the Arbitral Tribunal to be constituted as per the agreement dated 25-11-2007. Shri P.H. Arvindh Pandian, learned counsel, for the applicant/respondent, submitted that the first respondent/first petitioner is the daughter of (late) Mr. R. Rajalingam and the second petitioner in CP is the wife of (late) Mr. R. Rajalingam. The learned counsel submitted that the applicant/respondent No. 2 is one of the parties to the agreement dated 25-11-2007 and titled as Memorandum of Understanding-cum-Share Transfer Agreement signed by the applicant/respondent and the shareholders of the third respondent-company herein represented by (late) Mr. R. Rajalingam. The agreement dated 25-11-2007 provides exhaustively and in an in-depth detailed particulars regarding the issue, allotment, and transfer of shares to the applicant/respondent for financial consideration, loans to be provided to the third respondent herein and based on other parameters depending on the financial performance of the third respondent-company and also the manner in which the third respondent company should be managed. The agreement dated 25-11-2007 is very much in force and the said agreement also contains an arbitration clause. The learned counsel further submitted that the company petition filed by the first and second respondents herein reveals that the alleged complaints relate to the issue/transfer of shares to the applicant/respondent. He submitted that it is an undisputed fact that any disputes and differences between the members/directors are to be resolved only through the arbitration as per the arbitration clauses provided in the agreement dated 25-11-2007 and that the respondents/petitioners are parties to the aforesaid agreement dated 25-11-2007 along with all other shareholders of the third respondent-company herein. Each of the shareholder apart from (late) Mr. Rajalingam have all signed letters of authority and deeds of adherence to the aforementioned agreement dated 25-11-2007. The respondents/petitioners have approached this Bench for various reliefs allegedly under section 397/398 of the Companies Act, 1956 and the entire petition is based on the rights and obligations under the agreement dated 25-11-2007. The learned counsel submitted that the disputes can be resolved only by a properly constituted Arbitral Tribunal under the relevant clauses of the agreement. In support of his contention, the learned counsel relied upon the judgment reported in the matter of Hindustan Petroleum Corpn. Ltd. (‘HPCL’) v. Pinkcity Midway Petroleum [2003] 46 SCL 337 (SC). It is held :

"This Court in the case of P. Anand Gajapathi Raju v. PVG Raju [2000] 4 SCC 539 has held that language of section 8 is pre-emptory in nature. Therefore, in cases where there is an arbitration clause in the agreement, it is obligatory for the Court to refer the parties to arbitration in terms of the arbitration agreement and nothing remains to be decided in the original action after such an application is made except to refer the dispute to an arbitrator."

In the very same judgment, the learned counsel for the applicant relied upon wherein it is held :

"24. we have come to the conclusion that the civil court has no jurisdiction to entertain a suit after an application under section 8 of the Act is made for arbitration."

In view of the above, the learned counsel prayed this Bench to dismiss the CP and sought direction to the respondents/petitioners to refer the disputes to the Arbitral Tribunal to be constituted as per the relevant clauses of the agreement dated 25-11-2007.

2. Shri R. Murari, learned counsel for the respondents/petitioners, filed a detailed counter and submitted that