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The main grievance of the petitioner in the present petition is that the respondent nos. 1 and 2 have breached Clause 12 of the Shareholders Agreement (Exhibit-A to the petition) i. e. the non compete and non solicitation clause.

The petitioner by the present petition is, therefore, desirous of restraining respondent nos. 1 and 2 from in any manner committing breach of clause 12 of the said shareholders agreement.

Clause 10.1 deals with the effective date and provides that the agreement shall come into force for all purposes and intents from the date of its signing i.e. the date of execution.

xi) Clause 12 of the agreement deals with Non Compete & Non Solicitation and the said clause is reproduced hereunder.

12. Non Compete & Non Solicitation 12.1: The Shareholders covenant that during the term of this Agreement and for a period of atleast 6 months thereafter, the Shareholder shall not directly or indirectly carry on, assist, engage in, be concerned or participate in any business (whether directly or indirectly, as a partner, shareholder, principal, agent, director, affiliate, Executive, consultant, distributor or in any other capacity or manner whatsoever) which is similar to the business of the Company nor engaqe in any activity that conflicts with the Shareholder s obligations to the Company.

                     ig      Respondent nos. 1 and 2
                   
     have     therefore          submitted           that           the

     shareholders     cannot      seek     reliefs          in      the

event of breach of the said non compete and non solicitation clause and it is the company which has to approach a Court of competent jurisdiction for appropriate reliefs. I am not in agreement with this submission made on behalf of respondent nos.1 and 2. The arbitration agreement does not bar any dispute between the parties to the said agreement arising out of the agreement between them under any of the clause/s contained therein. The shareholders, therefore, have every right to refer the disputes arising out of the breach of non compete and non solicitation clause to the arbitral tribunal. Since, as expressly recorded, the non compete and non solicitation clause relates to the special, unique and extra ordinary matters and that violation of any of the terms of such covenants and obligations would cause the company irreparable injury and since the said company is not a party to the said shareholders agreement, it is obvious that the shareholders have agreed that the company shall also be entitled to an interim injunction, restraining order or such other equitable relief as the court of competent jurisdiction may deem necessary or appropriate for restraining the shareholder/s from committing any violation of the covenant and obligations pertaining to the non compete and non solicitation clause. Clause 12.6 of the agreement also provides that these injunctive remedies are cumulative and are in addition to any other rights and remedies that the company may have at law or in equity . Such an agreement between the shareholders which enables the company to also take independent action against the shareholders for breach of the non compete and non solicitation clause, in my view certainly cannot be interpreted to mean that the right of the share holders under the said agreement to refer the disputes pertaining to the said clause to the arbitral tribunal is lost or has been taken away.

1 and 2 who are responsible for the breach of contract cannot be permitted to raise this grievance.

29. I have considered the submissions made on behalf of the petitioner and the response of respondent nos. 1 and 2 on the issue as to whether the petitioner is entitled to an injunction restraining respondent nos.1 and 2 from carrying on any business in breach of clause 12 of the said agreement i.e. the non compete and non solicitation clause. The petitioner has through out contended that the said agreement came into force and became binding on the parties immediately upon its execution. Amongst others the petitioner himself has relied upon clause 16 of the said agreement wherein the parties have consented to be bound by the agreement. This Court has already accepted this submission advanced by the petitioner for the reasons set out in the preceding paragraphs of this judgment. Therefore, in my view the non compete and non solicitation clause, i.e. clause 12 of the said agreement also came into effect immediately upon the said agreement coming into effect. It is not in dispute that the petitioner did not object to respondent nos.1 and 2 and/or any of the distributor shareholders carrying on their respective businesses i.e. cable T.V. and distribution business on or after the date on which the agreement came into effect, despite being in conflict with the business as defined in the shareholders agreement.