Soumen Sen, J. - (1.) This is an application filed by the defendant Nos.1 to 5 (hereinafter referred to as "the Gargs") for referring the disputes between the petitioners and the respondents to arbitration as per Section 8(3) of the Arbitration and Conciliation Act, 1996. The basis of the application appears to be a Memorandum of Understanding (hereinafter referred to as "MoU") dated 16th July, 2011 which contains an arbitration clause.
(2.) Sworn of details, Octavius Tea & Industries Ltd., prior to January 11, 2011, was the owner of the four tea estates including the Dalmore Tea Estate at Jalpaiguri.
(3.) On January 11, 2011 by an order of demerger, Dalmore Tea Estate became a separate legal entity and was incorporated and registered under the Companies Act, 1956 in the name of Dalmore Tea Estate Private Ltd. The Jain Group represented by Suresh Kumar Jain, Hulas Chand Jain, Jayanta Kumar Jain, Navin Kumar Jain, Sunita Jain, Shalini Jain, Ekta Jain, Nilima Jain and Kamalesh Trivedi (hereinafter referred to as "the Jains"), however, continued to be in the management of the Tea Company along with the plaintiff. Ultimately, on 16th July, 2011, a MoU was entered into by and between the said Jains and Kamalesh Trivedi on the one hand and the petitioner Nos.1 to 5, the Gargs, on the other hand, by which the Jains transferred their 100% shares in the Tea Company in favour of the Gargs. Although the shares were transferred yet the original share scripts were kept with one Navin Chandra Bothra to be transferred to the Gargs upon compliance of the terms of the said MOUs.;