Vikram Bakshi v. Sonia Khosla & Another

13. Towards the above component of exponent ‘A’, Mr. Bakshi had to pay to Mr. Khosla and his family a sum of Rs. 6 crores as an outright payment as well as an advance against the entitlement of 5% on the real estate sales as part of the joint venture agreement.

14. It may further be noted that Annexure-1 pertaining to Mashobra land, was described in para 4 of the MoU as 110.49 bighas of land. Out of which 25 bighas of miscellaneous patches of land was to be acquired and 30 bighas of government land was to be taken on lease. As on the date of the MoU, there was no right created in the said lands, but they had been specifically identified for the purposes of the project.

15. Clause 14, inter-alia, stipulated that any additional land in the vicinity of 500 meters of the development of the project, by either party, up to 31.12.2010 would be developed for and on behalf of only the company, unless expressly consented to in writing by Mr. Bakshi to the contrary.

16. Mr. Khosla submits that out of the 25 bighas of land in Mashobra which was crucial for the project, 20.[5] bighas of land that was identified for the project has been bought by a company called M/s. Ascot Hotels and Resorts Pvt. Ltd. after the MoU was executed. He submits that 99.9% shares of the said company are held by Mr. Vikram Bakshi and the remaining shares i.e., 0.1% shares are held by his family members. Said land was purchased on 12.01.2006. He submits that this was not disclosed to the Respondents prior to entering into the subject MAGGU Agreement dated 31.03.2006. He submits that the said land was identified as crucial to the project. He further submits that out of 110.49 bighas of land listed at Annexure-1 to the Agreement which were agreed to be purchased by Mr. Deepak Khosla in his name, the Agreements for purchase were transferred in favour of the company in January, 2006 for which the balance sale consideration has been paid for by the company but title deed have been registered on 01.05.2006 in the name of one Mr. Rajiv Puri, which is witnessed by one of the nominee directors of Mr. Vikram Bakshi.

17. Mr. Khosla further submits that these two parcels of land were very crucial for the project for the reason that these two parcels of land split the entire project into two, making the entire project no longer viable and impossible to perform. He further submits that the abovereferred two parcels of land which were crucial for the project today stand in the name of third parties (though benami) and those parties are neither parties to the arbitration agreement nor sought to be made parties to the arbitration and as such there can be no complete adjudication of disputes inter se the parties. He submits that since the arbitral proceedings, if any, initiated would not bring a complete closure to the disputes between the parties, the application seeking appointment of an Arbitral Tribunal is liable to be dismissed.

18. It is the case of the Respondents that there were certain disputes which arose between the parties on the workability and modalities of the MoU leading to further discussions and negotiations between the parties, which inter alia included certain discussions in January, 2006.

MAGGU There seems to be some resolution of disputes between the parties leading to entering of the subject agreement being Agreement dated 31.03.2006.

19. It may be noticed that though the MoU was executed between Mr. Deepak Khosla, the company, Mr. Vikram Bakshi and Mr. R.P. Khosla, the Agreement dated 31.03.2006, was executed between Mrs. Sonia Khosla, wife of Mr. Deepak Khosla, Mr. R.P. Khosla, the Company and Mr. Vikram Bakshi.

20. In the recital of the Agreement, it is mentioned that Mr. Vini Ahuja and Mrs. Sonia Khosla were the original shareholders of the company and the present shareholders i.e., as on 31.3.2006 were Mr. Vikram Bakshi (5100 shares) and Mrs. Sonia Khosla (4900 shares), totalling to 10,000 shares. The stipulation with regard to the joint venture project continued to remain the same vis-à-vis the land to be acquired at various places, however, the consideration amount was increased from Rs.[6] crores to Rs.6.44 odd crores. The Respondent - Mr. Deepak Khosla, who appears in person, and also representing the other Respondents submits that the amount was increased to off set the advances paid by Mr. Deepak Khosla for the agreements which had been entered into by him with third parties as noticed in the MoU.

21. As per the Respondents, disputes arose between the parties immediately after the execution of the Agreement on the alleged breach committed by the Petitioner with regard to timely payments stipulated therein.

22. This is disputed by learned Senior Counsel appearing for the Petitioner contending that since land was not transferred, payment was not made.

23. Learned Senior Counsel for the Petitioner submits that as the Respondents had not performed their part of the obligation, the arbitration clause contained in Agreement dated 31.03.2006, was invoked on 30.08.2007 and an application under Section 11 of the Arbitration and Conciliation Act was filed before this Court being Arbitration Application No.93/2008 seeking appointment of an Arbitral Tribunal.

24. It may be noticed that in the said Petition under section 11 of the Arbitration Act, the company was arrayed as Petitioner No.2.

25. The Arbitration Application No.93/2008 was allowed by an order dated 29.02.2008 with a no objection being given by the Respondents to refer the dispute to arbitration.

26. The wording of the order suggests that a dispute was raised by the Respondents with regard to who should represent the Petitioner No.2 i.e., the Company. According to Petitioner No.1 i.e., Mr. Vikram Bakshi, he was in control of the company, whereas the Respondents had contended that they controlled the Company. The Court in its order dated 29.02.2008, referred to Clause 29 B of the Agreement to note that the Agreement stipulated that Mr. Vikram Bakshi and company are one party. However, these issues were left open for the Arbitrators to decide in terms of the Agreement between the parties and factual position that MAGGU would be placed before them.

27. At this juncture, it may be expedient to refer to the factual matrix as to why the dispute was being raised by the Khosla family as to who is in control of the company.

28. The contention of the Petitioner was that the Agreement dated 31.03.2006 stipulated that Mr. Vikram Bakshi held 51% shares in the Company. This is contradicted by the Respondents, who contend that though the Agreement records that Mr. Vikram Bakshi held 51% shares, there was no possibility for Mr. Vikram Bakshi to hold 51% shares on

29. Mr. Deepak Khosla submits that documents claiming shareholding of 51% are forged and fabricated documents. He further submits that though Agreement stipulated that two nominee directors were appointed as directors on behalf of the company on 21.12.2005, however, Form 32 nominating them as directors, which was submitted by Mr. Vikram Bakshi to the Registrar of Companies, is a forged and fabricated document.

30. Mr. Deepak Khosla further submits that on the incorporation of the company on 13.04.2005, as noticed hereinabove, there were two shareholders, Mrs. Sonia Khosla (76%), holding 7600 shares and Mr. Vini Ahuja (24%), holding 2400 shares.

31. He submits that at the incorporation of the Company there were two Share Certificates issued by the company bearing Share Certificate MAGGU No.1 (7600 shares) and Share Certificate No.2 (2400 shares). He submits that Agreement dated 31.03.2006 notes that Mr. Vikram Bakshi holds 5100 shares and Mrs. Sonia Khosla holds 4900 shares. He submits that this factum was incorporated in the Agreement believing the representation of the nominee directors of Mr. Vikram Bakshi who had been allegedly nominated on the Board of Directors on 21.12.2005.

32. He submits that this recital in the Agreement is ex-facie false for the reason that as on 31.03.2006, there were only two Share Certificates issued by the company i.e., Share Certificate No.1 (7600 shares) and Share Certificate No.2 (2400 shares).

33. He submits that for Mr. Vikram Bakshi to hold 5100 shares on 31.03.2006 and Mrs. Sonia Khosla to hold 4900 shares, the Share Certificate No.1 would have had to be split into two certificates i.e., 2700 shares and 4900 shares and then 2700 shares of Mrs. Sonia Khosla and 2400 shares of Mr. Vini Ahuja (totalling to 5100 shares) would have had to be transferred to Mr. Vikram Bakshi.

34. He submits that the documents relied upon by the Petitioner in several proceedings show that the Share Certificates were split in a meeting of Board of Directors allegedly held on 31.03.2006 at 10 A.M. into two; bearing Share Certificate No.3 (5100 shares) and Share Certificate No.4 (2500 shares) both in the name of Mrs. Sonia Khosla.

35. Mr. Khosla further submits that as per the Agreement executed on 31.03.2006, Mr. Vikram Bakshi is shown to hold 5100 shares and Mrs. Sonia Khosla 4900 shares. He submits that as per the above MAGGU narration and the splitting of shares in the meeting held on 31.03.2006, would have meant that there would be three Share Certificates as on the said date i.e. Share Certificate No. 2 of 2400 shares in the name of Mr. Vini Ahuja and Share Certificates No. 3 and 4 of 5100 shares and 2500 shares respectively in the name of Mrs. Sonia Khosla.

36. He submits that by no permutation or combination, the shareholding could be Mr. Vikram Bakshi, 5100 shares and Mrs. Sonia Khosla, 4900 shares as on 31.03.2006. He further submits that as per the stand of Mr. Vikram Bakshi, Share Certificate No. 4 of 2500 shares have been further split into two on 14.06.2006 i.e., Share Certificate NO. 5 of 1250 shares and Share Certificate No. 6 of 1250 shares. He submits that Share Certificate No.3 (of 5100 shares) is dated 20.06.2006 and the share transfer deed for transfer of the said Share Certificate No. 3 in favour of Mr. Vikram Bakshi, as produced before the earlier Arbitral Tribunal is shown to have been executed on 08.02.2006 prior to it even coming into existence.

37. He submits that the date of 08.02.2006 has been affixed on the Transfer Deed for the reason that a share transfer deed has limited validity of 2 months from the date of its issuance. The Share Transfer Deed was issued on 15.12.2005. He submits that this ex-facie shows that the documents relied upon by the Petitioner to claim his shareholding as well as the control of the company are forged and fabricated documents.

38. It is further contended that by no permutation or combination, MAGGU Mr. Bakshi could have held 5100 shares and Mrs. Sonia Khosla 4900 shares as on 31.03.2006. He submits that even as on 20.06.2006, (since the Share Certificate No.3 was issued on 20.06.2006), Mrs. Sonia Khosla is admittedly shown as having 5100 shares as per Share Certificate No.3.

39. He further submits that Share Certificates No.5 and 6, which were issued after splitting Share Certificate No. 4 of 2500 shares into two are both dated 14.06.2006, prior to the date on which Share Certificate No.4 had been issued. He however submits that though Share Certificate No.4 has never seen the light of the day, it is being presumed that the same would be dated either of the same date as that of Share Certificate No.3 or later and since Share Certificate No.3 is dated 20.06.2006, Share Certificate No.5 and 6 could not have been executed or issued on 14.06.2006. He submits that this ex-facie shows that the claim of the Petitioner is false and fabricated for the reason that forged and fabricated minutes of meeting dated 14.06.2006, relied upon by Mr. Vikram Bakshi records that Share Certificate of 2500 shares was produced on 14.06.2006 and split into two and handed over to Mrs. Sonia Khosla in the same meeting.

40. He submits that the minutes of meeting dated 14.06.2006 presupposes that Share Certificate No.4 which was split, existed on the date of the meeting i.e. 14.06.2006. He submits that Share Certificate No.4 could not have, even as per the showing of Mr. Vikram Bakshi, existed on 14.06.2006, for the reason that Share Certificate No.3 is dated 20.06.2006.

41. Learned Senior Counsel for the Petitioner submits that a payment of Rs.1.94 crores made to Mr. R.P. Khosla inter alia included the payment towards the transfer of shares which corresponded with the dates of the share transfer. He submits that thereafter, Mr. Vikram Bakshi infused Rs.4.27 crores into the company from his sources. This is disputed by Mr. Khosla, who submits that this amount has not been infused by Mr. Vikram Bakshi but was allegedly taken as loan from M/s. Ascot Hotels and Resorts Pvt. Ltd. and now the refund of that amount has become time barred.

42. Learned Senior Counsel for the Petitioner submits that there is an admission by Mrs. Sonia Khosla in CP 114/2007 filed by her that Mr. Vikram Bakshi holds 5100/6350 shares, out of the 10,000 shares. This is disputed by Mr. Deepak Khosla.

43. It is further disputed by Mr. Deepak Khosla that Mrs. Sonia Khosla was present in the alleged Board meeting dated 14.06.2006 as she was not in the country, which it is submitted is evidenced from the immigration stamp on the passport of Mrs. Sonia Khosla, which shows that she was out of the country.

44. It is further contended by the Respondents that not only the record of alleged Board Meeting dated 14.06.2006, but records of other alleged meetings are forged and fabricated where Mrs. Sonia Khosla is shown as present. He refers to alleged meeting dated 30.09.2006.

45. Insofar as meeting dated 30.09.2006 is concerned, an inquiry was directed to be conducted by the Registrar General of this Court on MAGGU 15.02.2010 in Crl. Misc. Company No.3/2008. It is pointed out that a report has been submitted by the Registrar General on 30.05.2010, opining that Mrs. Sonia Khosla had left the country on 14.09.2006 and returned only on 03.10.2006. He submits that her presence which is shown in the alleged meeting dated 30.09.2006 is ex-facie a fabrication of the minutes of the said Board Meeting.

46. Mr. Khosla further submits that a complaint under Section 200 of the Code of Criminal Procedure has been filed before the Court of learned Additional Chief Metropolitan Magistrate, Saket being CC NO. 2028/2017 under section 193, 196, 197, 918, 199, 200, 202, 209, 467, 468, 471, 474, 477-A IPC read with sections 107,[1] 08 and 120B in which by order dated 22.06.2017 inter-alia Mr. Vikram Bakshi and his two nominee directors have been summoned. He fairly concedes that a challenge was raised to the summoning order by one of the parties summoned and there is stay of the said order. He submits that though there is a stay of the summoning order by the High Court, however, since the stay order has continued beyond a period of six months in view of the judgment of the Supreme Court in Asian Resurfacing of Road Agency Pvt. Ltd. Vs. CBI (2018) 16 SCC 299, the stay is deemed to have been vacated.

47. This is disputed by learned Senior Counsel for the Petitioner. However, for the purposes of the present petition, this issue is not germane.

48. Mr. Khosla further submits that another complaint was filed in MAGGU which an order under Section 156 (3) Cr.P.C. was issued by the Court of Additional Chief Metropolitan Magistrate, Saket on 04.02.2011 in which, though FIR No.165/2008 dated 12.07.2008, police station Lodi Colony was registered under section 409, 467, 468, 471, 420, 120-B IPC etc., the police has filed a cancellation report and on a protest petition filed by him, notices have been issued. He further submits that another criminal complaint has been filed which is pending before the Court of learned Additional Chief Metropolitan Magistrate, Saket in which warrants have been issued under Section 94 Cr.P.C. for seizure of the share transfer form relied upon by Mr. Vikram Bakshi. He further submits that there is another FIR being No.100/2007, dated 15.11.2007 police station – Kasauli, under sections 409, 420, 423, 463, 467, 468, 471, 477-A, 34, 120-B IPC, etc. in which a cancellation report was filed by the police authorities and on a protest petition filed by him, summons have been issued to Mr. Vikram Bakshi and others. He also fairly states that the said proceedings have also been stayed by the High Court of Himachal Pradesh.

49. He further submits that there is another petition instituted under Section 200 Cr.P.C. in which summons have been issued on 09.09.2019. He submits that there are two other complaints bearing no. CC No. 511998 of 2016 under sections 621 and 628 Companies Act (1956), further read with Section 409, 463, 464, 465, 467, 468, 469, 471, 472, 474, 477, 477-A, 420, 191, 192, 193, 196, 197, 198, 199, 200, 201, 120-B read with Section 34 IPC. and CC No. 511999 of 2016 under sections 621 and 628 Companies Act (1956), further read with Section MAGGU 409, 463, 464, 465, 467, 468, 469, 471, 472, 474, 477, 477-A, 420, 191, 192, 193, 196, 197, 198,199, 200, 201, 120-B read with Section 34 IPC which are pending before the Court of learned ACMM, Special Act, Tis Hazari in which pre-summoning evidence is being recorded.

50. He also points out that there is an FIR registered on the complaint of Mr. Vikram Bakshi against Mrs. Sonia Khosla being FIR No. 499 of 2010 on 09.05.2010 under sections 406, 416, 420, 463, 464, 467, 477A and 120-B of IPC. It is pointed out that there is stay of proceedings by the High Court of Allahabad by order dated 26.05.2011.

51. Mr. Deepak Khosla further submits that in view of the fact that the issues between the parties involve not only civil disputes but also disputes having grave criminal issues as well as issue of fabrication and forgery, the disputes are not arbitrable or referable to arbitration. He further submits that a fraud was played on the Respondents inter alia in executing the Agreement inasmuch as it was not disclosed that there were breaches committed to the MoU and also with regard to the factual matrix of the shareholding as on the date of the Agreement i.e.,

52. He further submits that resolving the disputes with regard to the shareholding as well as directorship of a company are exclusively within the jurisdiction of the National Company Law Tribunal and in terms of Section 430 of the Companies Act, 2013, no civil court has any jurisdiction to entertain any suit or proceedings in respect of any matter which the Tribunal is empowered to determine. He submits that since MAGGU the above issues are within the exclusive jurisdiction of the National Company Law Tribunal and the jurisdiction of civil court is ousted and consequently said disputes cannot be referred to arbitration. Reference is drawn to the judgment of the Supreme Court in Vidya Drolia and Others Vs. Durga Trading Corporation, (2021) 2 SCC 1.

53. Apart from the above contentions, Mr. Khosla submits that the agreement is null and void as the same stipulated construction of a project which is beyond the scope the objects of the company as enumerated in the Memorandum of Association of the company. He relies on the decision of the Supreme Court in A.L. Mudliar, AIR 1963 SC 1185.

54. Mr. Khosla further submits that since title to the shares of a company are title in rem, the dispute being a dispute in rem cannot be referred to arbitration and any finding returned on the shareholding of a company would be a finding in rem which is not arbitrable.

55. Mr. Deepak Khosla further submits that though Mr. Deepak Khosla was a party to the MoU in his individual name, however, in the Agreement dated 31.03.2006, he has not been arrayed as a party. He submits that 2400 shares which were owned by Mr. Vini Ahuja have been purchased by him in his individual capacity and there is no challenge to the purchase of those shares which stand in his individual name. He submits that Mr. Deepak Khosla has been arrayed only as a legal heir of Mrs. Sonia Khosla in these proceedings and has not been arrayed in his independent capacity. In view of this, he submits that the MAGGU claim of Mr. Vikram Bakshi for purchase of the remaining shareholding of the company is now impossible to be performed and further, as noticed herein above, in the absence of necessary parties, the disputes are not arbitrable as it does not bring completeness or closure to the disputes between the parties. He submits that time barred claims have also been raised by Mr. Vikram Bakshi.

56. Learned Senior Counsel for the Petitioner submits that the statement of objects of formation of the company are very widely worded in the Memorandum of Association. He submits that the object of real estate would also be read as implicit in the objects and in any event, this is a dispute which is determinable by the Arbitral Tribunal.

57. Mr. Khosla further submits that by order dated 26.04.2010 in CCP No.11/2009, Mr. Vikram Bakshi as well as his two nominee directors were restrained from transacting any business affairs of the company. Per contra, Learned Senior Counsel for the Petitioner submits that by order dated 16.11.2010 in OMP 613/2010, Mr. Deepak Khosla has been restrained from inter alia representing the company. It is the contention of both parties that the respective orders, though were initially extended have not been extended thereafter and have lapsed.

58. Mr. Khosla further submits that this petition is time barred inasmuch as the claim pertains to the year 2006 and this petition having been filed in 2010 is barred by limitation. This is disputed by learned Senior Counsel for the Petitioner, who submits that the date of invocation would have to be seen and also the fact that an Arbitral MAGGU Tribunal was earlier constituted which is now not functional because the members had recused.

59. Learned Senior Counsel for the Petitioner submits that the Arbitral Tribunal, which was constituted by order dated 29.02.2008 continued till 20.03.2009, when the members recused. He further submits that the National Company Law Tribunal noticing that several civil issues were arising, had by order dated 31.05.2021 in CP 144/2016 referred the parties to arbitration. It is fairly conceded that the Respondents had filed an appeal before the National Company Law Appellate Tribunal, which by order dated 25.08.2022 in Company Appeal 32 of 2022 has set aside the order of the NCLT, referring the parties to arbitration. The order of NCLAT has further been appealed before the Supreme Court and the Supreme Court by order dated 23.09.2022 in Civil Appeal No.6491/2022 has stayed the order of the National Company Law Appellate Tribunal.

60. Mr. Khosla submits that the averments in the CP are being misread, misconstrued and read out of context as there is no categorical admission. The stand is that 5100 shares are allegedly transferred by Mrs. Sonia Khosla and Mr. Vini Ahuja, which is factually incorrect and the company petition has been withdrawn with liberty to file afresh after making correction and a corrected petition has already been filed.

61. Learned Senior Counsel for the Petitioner submits that an Arbitral Tribunal was earlier constituted, which has recused and as such the Petitioner is seeking re-constitution of the Arbitral Tribunal and MAGGU principles of non-arbitrability as laid down in Vidya Drolia (Supra) would not be applicable to a Tribunal which is sought to be reconstituted. He further submits that appointment of the Arbitral Tribunal was disputed by the Respondents by way of filing an application for recall which was rejected and as such the petition is liable to be allowed and Arbitral Tribunal re-constituted.

DECISION

62. The dispute between the parties revolves around the shareholding of the company; the directors and the Board of Directors meeting insofar as the Company is concerned as well as the control of the Company which would really be dependent upon the percentage of shares held by the respective parties and they being directors or their nominee being directors in the Board of Directors.

63. The whole controversy inter se the parties is dependent on the determination of the dispute of the alleged transfer of shares of the Company as also the directors of the Company. The entire premise of the claim of the Petitioner Mr. Vikram Bakshi is based on the shareholding and directorship of the company.

64. As noticed hereinabove there are not only several civil proceedings, but several Company Petitions and Company Appeals as well criminal proceedings pending between the parties on various issues before different fora.

65. The facts noticed herein above are not disputed by either party, MAGGU except where dispute is spelt out hereinabove.

66. Insofar as the various dates of the share certificates, share transfer forms as relied upon by parties, are concerned they ex-facie show that there are discrepancies in the share transfer forms. The following list of dates would further highlight the discrepancies.

1. 13.04.2005 The Company is incorporated. Paid up and subscribed capital is 10,000 Shares. Two shareholders and two share certificates. Share Certificate # 1 (7600 shares) – Sonia Khosla. Share Certificate # 2 (2400 shares) - Vini Ahuja

2. 15.12.2005 Share Transfer Deed purchased

3. 08.02.2006 Share Certificate # 3 (5100 Shares) – allegedly transferred to Vikram Bakshi by use of the Share Transfer Deed purchased on 15.12.2005.

4. 31.03.2006 Board decides to split Share Certificate # 1 into two. 5100 Shares – Sonia Khosla 2500 Shares – Sonia Khosla

5. 14.06.2006 Board decides to Split Share Certificate # 4 into two. 1250 Shares 1250 Shares

6. 20.06.2006 Share Certificate # 3 (5100 Shares) issued for the first time Sonia Khosla MAGGU

7. 20.06.2006 Though share certificate # 4 is not available but it is assumed to have been issued for the first time on the same date as Share Certificate # 3 as both came into existence on splitting of Share Certificate # 1. In any event it could not have been issued prior to Share Certificate # 3.

67. The above undisputed chronology shows that Share Certificate # 3 was allegedly transferred on 08.02.2006 whereas, it was issued for the first time only on 20.06.2006. Share Certificate # 4 was split into two on 14.06.2006 whereas, it was issued for the first time on 20.06.2006.

68. Further, it is also not in dispute that there is a report of the not in the country on the date when she is shown to be present in a meeting of Board of Directors.

69. There is ex-facie cloud raised by the Respondent in the manner in which shares have been allegedly transferred in favour of Mr. Vikram Bakshi.

70. Though in a petition under Section 11, this Court is not called upon to finally adjudicate upon the merits of the contention of either party, however reference may be had to the judgment of the Supreme Court in Vidya Drolia (Supra) upon which reliance is placed by both the parties.

71. In Vidya Drolia (Supra), two aspects were considered by the Supreme Court, one was with regard to the meaning of ‘nonarbitrability’ and when the subject matter is not capable of being MAGGU resolved through arbitration and the second being as to ‘who decides’ i.e., whether the Court at the reference stage or the Arbitral Tribunal.

72. In paragraph 15, the Supreme Court has referred to the concept of non-arbitrability as laid by the Supreme Court in Booz Allen & Hamilton Incorporated Vs. SBI Home Finance Ltd. (2011) 5 SCC 532 and the same is extracted hereinunder:-

MAGGU or whether they do not arise out of the statement of claim and the counterclaim filed before the Arbitral Tribunal. A dispute, even if it is capable of being decided by arbitration and falling within the scope of an arbitration agreement, will not be “arbitrable” if it is not enumerated in the joint list of disputes referred to arbitration, or in the absence of such joint list of disputes, does not form part of the disputes raised in the pleadings before the Arbitral Tribunal.”

73. Supreme Court has also referred to a paper written by John J. Barcelo III, titled “Who Decides the Arbitrator's Jurisdiction?”, wherein he has divided the facets related to non-arbitrability into seven categories as under:-

74. In Vidya Drolia (Supra), the Supreme Court has further held that arbitration being a matter of contract, parties are entitled to fix boundaries as to confer and limit jurisdiction and legal authority of the arbitrator. An Arbitration agreement could be comprehensive and broad to include any dispute or could be confined to specific disputes.

75. Further, the Supreme Court referred to the judgment in Sukanya Holdings Private Ltd. Vs. Jayesh H. Pandya, (2003) 5 SCC 531, wherein the Supreme Court upheld the rejection of an application under Section 8 on the ground that there is no provision in the Arbitration Act to bifurcate and divided the causes of party i.e., subject matter of the suit/judicial proceedings and parties to arbitration agreement. A ‘matter’, it was interpreted would indicate the entire subject matter of the suit should be subject to arbitration agreement. It held that bifurcation of subject-matter or causes of action in the suit is not permissible and contemplated. Further, that the parties to the suit should be bound by the arbitration agreement, as there was no provision in the Arbitration Act to compel third parties who have not exercised the option to give up the right to have access to courts and be bound by the MAGGU