1. It is a Company Petition, the petitioners filed under sections 397 & 398 r/w 402 of the Companies Act (hereinafter referred as "Act") where 1st petitioner himself and on behalf of R-1 company engaged in the business of road transport, entered into a shareholders' agreement (hereinafter referred as "SHA") with 4th Respondent to transfer the shareholding of the petitioners letting 4th Respondent take over the control of R-1 Company phase-wise, believing the same, R-2 entered into this SHA dated 09.03.2010 on behalf of 4th Respondent, when the petitioners could not bring in the funds into R-l company to take off the project it has got in bidding from New Delhi Government for plying low floor buses low floor buses in Delhi for cluster I out of total 17 clusters proposed by NCT of Delhi. In pursuance of the SHA, R-4 invested huge money and its given personal guarantees worth more than 100 crore to avail loan facility to R-1 Company. When the business started allegedly going well, litigation knocked at the door of the Respondents 2-4 for having the petitioners first initiated Arbitration proceedings before honourable High Court of Delhi, secondly a case against the Respondedt-4 before consumer Forum, thereafter third case in the name of CP before this forum with a petition challenging, whatever that happened in R-1 company in contemplation of phase-wise change of management as agreed in between 1st petitioner, R-i company, R-4 Company such as alteration of Articles of Association, appointment of R-2 & 3 as directors of R-i, change of registered office, transfer of 32% shareholding to R-4 Company, and opening new Bank account and delegating borrowing powers to R-2, except transfer of 48% of shareholding to R-4, and other happenings incidental thereto.

2. For having been grappled with another round of litigation, Respondent No. 2 filed this company application under Section 5 of the Arbitration and Conciliation Act, 1996 r/w 44 of the CLB Regulations on the ground that the subject matter in the company petition is already covered under the SHA dated 09.03.2010 entered between the Petitioners, R-4 and R-1 company. Upon which, the Petitioner side already initiated arbitration proceedings before the Hon'ble High Court of Delhi assailing the transfer of 32% shareholding to R-4 in pursuance of the SHA entered in between the parties and sought incidental reliefs thereto, therefore R-2 sought for dismissal of this petition for having OMP 98/2011 has already been pending on the file of Honourable High Court.

3. The brief facts in this case are that the Petitioner-1 initially held around 89.76% shareholding in R-1 Company engaged in the business of road transport and procured business for plying low floor buses in Delhi for cluster I out of total 17 clusters proposed by NCT of Delhi. P-1 was holding 89.76% shares and P-2 holding 5.53% shares of paid-up capital of the company. As R-l company was awarded the tender to run 231 low floor CNG buses in cluster 1 in NCT of Delhi on 27.04.2009, since Petitioners did not have funds to set up the project, for having R-4 came forward to take over the company phase-wise, the Petitioner and R-4 entered into the SHA on 09.03.2010, under which, 48% shares were transferred to R-4 with an understanding that ultimately the entire shareholding of the Petitioner would be transferred to R-4 as per clause 2.1.10 or SHA, in pursuance thereof subsequently another 32% of shares would be transferred to R-4 taking it to 80% of the paid-up equity of the company. Thereafter, what the Petitioner says is that R-4 fabricated share transfer deeds, resignation letters of directors to take over the control of the company illegally from the. Petitioners by setting up resolution as if EOGM heid on 05.04.2010 and passed resolution appointing R-2 & 3 as directors of the Company, appointing one M/s Agarwal Santhosh K & Associates as auditor of the company, acknowledging the SHA dated 9-3-2010 and for alteration of articles of