1. The petitioners and the 6^th respondent viz., BSIDC (the Corporation) entered into a financial collaboration agreement on 25.1.1975 to set up/incorporate a company for manufacture of oxygen gas and acetylene gas. Some of the terms of the Agreement are :

A.The authorised capital of the company to be of Rs.80 lacs, comprising of 7 lacs equity shares of Rs.10 each and 10,000 redeemable cumulative preference shares of Rs.100 each.(Clause 5)

B.The shareholding was to be : The Corporation/its nominee - 26% shares; the petitioners - 25% shares; public and financial institutions - 49% shares (Clause 7(a))

C.Neither of the sides was to either increase or reduce its shareholding in the company without the consent of the other (Clause 7(b).

D.The Board was to comprise of 11 directors of which each of the parties to the Agreement would have three nominees. The Corporation was to appoint the Chairman of the Board with a casting vote. The Managing Director was to be the nominee of the petitioners to be appointed with the approval of the Corporation. (Clause 12 (a)).

E.For a period of 5 years from the date of public issue by the new company, neither the Corporation nor the petitioners shall sell their shares without the consent of the other party. After the period of 5 years, either side is free to sell/transfer its shares except that first offer should be made to the other side (Clause 19)

F.In case of inter-se sale of shares between the two, the price shall be determined by the statutory auditor on the basis of the net worth of the company. In case-of non-exercise of the option to purchase, the seller can sell the shares to a third party. (Clause 18)

G.The tenure of the Agreement was a period often years subject to renewal for a further period of 5 years at a time by mutual consent by both the parties. (Clause 24(a))

H.Both the parties were to have the option to seek specific performance of the Agreement. (Clause 25)

I.An arbitration clause has been provided in the Agreement (Clause 35)

2. Pursuant to the Agreement, the 1^st respondent company was incorporated on 25.3.1975. The company set up an industrial unit for manufacture of industrial gases in Adityapur, then in the State of Bihar and now in the State of Jharkhand. Immediately thereafter the company went in for a public issue, which failed. The petitioners and the Corporation acquired the un-subscribed shares from the underwriters and thereafter the shareholding came to be as follows: Petitioners - 38.45%; Corporation -32.24%; IDBI - 14.85%; BICICO - 9.16%; IFCI - 4.95 % and general public- 0.35%

3. Some time in 1993, the Corporation acquired the shares held by IDBI. Aggrieved that the said acquisition was against the terms of the Collaboration agreement, the petitioners filed a suit In Calcutta High Court and presently, the matter is before the Supreme Court, which has passed all Order of status quo. In 1997, the petitioners acquired the shares held by BICICO and since BICICO did not hand over the share certificates, the petitioner filed a suit in Calcutta High Court which stands dismissed. In 2000, the petitioners again filed a suit challenging the accounts of the company and the High court restrained the company from holding board and general meetings. This suit was withdrawn in 2006 after the parties reached an agreement to manage the company jointly.

4. The Corporation published a notice in the Times of India on 5.7.2007 Inciting offers in sealed cover for sale of its entire holding in the company including 14.85% shares of IDBI. The petitioners, relying on the pre-emption clause in the Agreement and also on the status quo order of the Supreme Court, pointed to the Corporation that it could not sell the shares to any third party. On receipt of this letter, the Corporation, while withdrawing the advertisement in respect of IDBI shares, informed the petitioners that the Agreement was no longer subsisting. In other words, the invitation to offer to sell its original shareholding in the c