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Documents citing Gautam Kapur And Ors. vs Limrose Engineering And Ors. on 16 February, 2004

Altek Lammertz Needles Limited, Shri S. ... vs Lammertz Industrienadel Gmbh on 31 March, 2004

From a critical analysis of the grievances of the petitioner and the relevant terms of the SHA, while it is apparent that the acts complained of in the Company Petition directly relate to the rights of the petitioner in their capacity as member of the Company arising out of the provisions of the Act and Articles of Association of the Company, the JVA covers, inter-alia, the rights and obligations of the parties in relation to the shareholding pattern, issue of additional capital in favour of the parties, or their nominees, transfer of shares, constitution and configuration of members of the Board, meetings of the Board of Directors; right of participation of the Directors in the meetings of the Board, etc. Against this background, the decision of the CLB in Limrose Engineering (supra) assumes importance, the relevant portion of which is reproduced hereunder: -
Company Law Board Cites 14 - Cited by 4 - Full Document

Enercon Gmbh vs Enercon (India) Ltd. And Ors. on 29 October, 2007

In Limrose case this Board has held that if the allegations could be examined without reference to the terms of the agreements containing arbitration clause, then the parties need not be referred to arbitration even if the subject mater is covered in the arbitration agreement. Even otherwise, as rightly pointed out by Shri Sarkar, allegation of financial management cannot be traced to any of the terms of SHA. Even otherwise, in view of the judgment of the Apex Court in Sukanya Holdings, there is no possibility of bifurcation of the subject matter between the CLB and the Arbitrator. Whether, there is a breach of right of pre-emption, whether the Mehra group is guilty of financial mismanagement meriting their removal as MD and WTD and whether Articles relating to directorship is to be amended etc. would all depend on the merits of the case and need not be gone into while dealing with the instant petition under Section 8 of the Act.
Company Law Board Cites 26 - Cited by 4 - Full Document

Akkadian Housing And Infrastructure ... vs Pantheon Infrastructure Private ... on 3 July, 2006

In Limrose case, this Board has held that if allegations can be examined without reference to arbitration agreement, then, the same cannot be referred to arbitration. The counsel for the petitioners cited a number of cases to the proposition that matters covered in a petition under Sections 397/398 cannot be referred to arbitration, that arbitrator is not capable of granting reliefs as envisaged by Section 402 of the Act which can be granted only by the Company Law Board etc. with which I do not propose to deal with separately, as even otherwise, I am dismissing this application on the ground that the company is not a party to the arbitration agreement and that all the matters covered in the petition are not covered in the arbitration agreement and many of the allegations can be enquired into without reference to the Arbitration agreement.
Company Law Board Cites 35 - Cited by 8 - Full Document

Binay Prakash, Rita Prakash And Ram ... vs Domco Private Limited And Ors. on 31 October, 2006

Since in Gautam Kapur v. Limrose Engineering CP 128 CC 237, this Board has held that if the allegations cannot be decided without reference to arbitration agreement, the matter has to be referred to arbitration, in the present case, since the foundation of the petition is breach of the terms of the SHA, the matter should be referred to arbitration. Since in number of cases filed under Sections 397/398, this board has referred to the matter to arbitration, the said decisions are binding on this Bench.
Company Law Board Cites 11 - Cited by 2 - Full Document

Spray Engineering Devices Ltd. vs Shree Saibaba Sugars Ltd. And Sh. ... on 17 March, 2008

Hence, application under Section 8 for referring the dispute to arbitration cannot be allowed; Akkadian Housing and Infrastructure (P) Ltd. and Ors. v. Pantheon Infrastructure (P) Ltd. [2007] 137 CC 523 (CLB) - If allegations can be examined without reference to arbitration agreement, then the same cannot be referred to arbitration; Gautam Kapur and Ors. v. Limrose Engineering and Ors. [2007] 137 CC 513 (CLB) - If the allegations of oppression and mismanagement can be adjudicated without reference to the terms of the arbitration agreement, then the question of refereeing the matter to arbitration does not arise even if the agreement covers the same matter; Akshay Kapur v. Rishav Kapur 2003 (2) Arbitration Law Report 508 (Delhi) - The Court took the view that the subject matter of an agreement is different from the question raised in the suit, Section 8 would have no application; Altek Lammertz Needles Ltd. v. Lammertz Industrienadel Gmbh [2006] 129 CC 108 (CLB) - The Hon'ble Company Law Board held that the test to determine, as to whether the matter in a petition under Section 397/398 is to be relegated to arbitration is to examine as to whether the allegations of oppression and mismanagement contained therein can be adjudicated without reference to the terms of the arbitration agreement.
Company Law Board Cites 27 - Cited by 0 - Full Document

Griesheim Gmbh vs Goyal Mg Gases Pvt. Ltd. And Ors. on 2 June, 2004

In Limrose case, the respondents therein took a stand before the arbitrator that he had no jurisdiction and only the CLB had the jurisdiction. However, before the CLB, they took a stand that it was only the arbitrator who had the jurisdiction and not the CLB. Therefore, the principles of waiver, estoppel and acquiescence were applied by the CLB. Further, in that case, the company was not a party and there was total exclusion of the petitioners from the management. However, in the present case, there has always been a nominee of the petitioner on the Board with veto power. Further, none of the allegations made in the petition merits any consideration either for want of adequate material to substantiate the allegations or the allegations are matters which do not concern with or arising out of shareholders' right. Further, from various documents placed before the Bench, it could be seen that the petitioner has been supplied with all the information that was sought by it from the company and therefore, even on merits, it has no case. The provisions of Section 397 relate to grant of equitable relief for which the conduct of parties is of paramount importance and this case, the petitioner is guilty of non adherence of various terms of the agreement.
Company Law Board Cites 17 - Cited by 2 - Full Document

Sh. Rajendra Kumar Tekriwal vs Unique Construction Pvt. Ltd. And Ors. on 9 October, 2007

In Gautum Kapur v. Limrose Engineering Manu/CL/0123/2004, this Board has held that the test to determine as to whether the matter in a petition under Sections 397 & 398 is to be relegated to arbitration or not, one has to examine whether the allegations of oppression/mismanagement contained therein can be adjudicated without reference to the terms of the arbitration agreement. In the present case, this Board can examine the allegations purely on the basis of the Articles. If it can be, then the question of referring the matter to arbitration does not arise even if assuming that there is an arbitration agreement and the agreement covers the same matter. In the present case though there is arbitration agreement, the matter relates to oppression and mismanagement directly relating to the rights of or benefit to shareholders in their capacity as members of the company arising out of the provisions of the Act, Articles or on equitable grounds. Assuming that the matters are covered under the arbitration agreement yet, since the same is covered under the Articles also, this Board can determine the allegations only with reference to the Articles and without recourse to the arbitration agreement.
Company Law Board Cites 35 - Cited by 0 - Full Document
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