Decided on July 29,2002

I.T.C.LIMITED Respondents


- (1.)Leave granted in both the S.L.Ps.
(2.)These appeals filed by Shri Pradeep Anand, son of late Shri C. L. Anand are directed against the orders passed by the High Court of Delhi on the Interim Application No. 7558/98 in O.M.P. No. 197/98 by the learned single Judge and the order passed by the Division Bench in F.A.O. (OS) No. 134/99 dismissing the appeal. In the former order the learned single Judge granted stay of further proceedings before the arbitrator appointed by the International Chamber of Commerce in Arbitration Case No. 8080/BGD/OLG till decision of the objections to the award dated 28-4-1998 rendered by the arbitrator in the matter. M/s. I.T.C. Ltd. a 'company' within the meaning of the Companies Act, 1956 is the main contesting party in the case.
(3.)On 11-9-1990 an agreement styled as 'co-operation agreement' was made in Tokyo (Japan) between M/s. Toshiba Corporation (hereinafter called 'Toshiba'), M/s. Toshiba Battery Co. Ltd. (hereinafter called 'TABCL'), M/s. I.T.C. Ltd. (hereinafter called 'ITC') having its registered office at 37, Chowringhee, Calcutta, M/s. Toshiba Anand Batteries Ltd. (hereinafter called 'Toshiba Anand') having its registered office at M.G. Road, Ernakulam, Kerala and Shri C. L. Anand (hereinafter called 'Shri Anand') representing his family and his associated companies. The terms of the agreement were set out under Arts. 1 to 12 of the document. In Art. 5 of the agreement the following stipulation was made : "It is agreed to release all personal guarantees given by Shri Anand and Shri Pradeep Anand to the bankers and financial institutions on behalf of Toshiba Anand with assistance and co-operation by ITC or its associates or by its friends and/or by Toshiba and/or by TBCL as soon as possible but not later than 31st March, 1991." Under Art. 8 of the agreement it was stipulated that "Shri Anand agrees that he will not raise nor cause his associates including subsidiaries to raise any claim against Toshiba and/or TBCL in any manner whatsoever in connection with his share transfer, his resignation from Chairman of Toshiba Anand, or any other matter as contemplated herein." Under Art. 10 dealing with 'Specific performance' it was stipulated that : "The parties hereto shall be entitled to specific performance of the terms of this agreement and their respective obligations including the use of their voting right and also the exercise of their powers as set out in Art. 9 of this agreement." Article 11 in which was dealt with 'Duration' of the agreement, it was stated : "(a) Toshiba Anand is wound up or otherwise than for amalgamation or reconstruction approved by the parties hereto, or (b) This agreement is terminated by mutual agreement in writing of the parties hereto." In Art. 12 of the agreement certain general provisions were made. Clause (b) thereof provided that : "Any unresolved dispute arising in connection with this agreement shall be settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with those rules and the arbitration shall be held at Bombay, India. The award of the arbitrator(s) shall be final and binding upon the parties hereto."

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