In the given scenario, where the dispute resolution clause in the agreement between Company A

(incorporated in India) and its shareholders (majority of whom are also in India) suggests that any
dispute with respect to the mentioned areas will be resolved through arbitration by the APCI, applying
their rules and Indian law, the arbitrability of the dispute needs to be examined.
Under the Indian Arbitration and Conciliation Act, 1996, the following factors determine the
arbitrability of a dispute:
1. Subject matter of the dispute: Certain disputes relating to rights and liabilities arising from
sovereign, statutory, or public interest functions of the State may not be arbitrable. However, disputes
arising out of commercial contracts or agreements are generally considered arbitrable.
2. Legal status of the parties: Disputes between private parties or between private parties and non-
sovereign government entities are generally arbitrable.
3. Applicable law: Indian law recognizes and upholds the principle of party autonomy, allowing
parties to choose the substantive law governing their contract, as well as the arbitration agreement.

In the present case, the dispute arises from a commercial agreement between a company and its
shareholders, which is a private contractual matter. The provisions mentioned in the agreement, such
as restrictions on share transfers, board representation, veto rights, information rights, exit provisions,
tag-along rights, and dispute resolution, are typically found in shareholders' agreements and are
generally considered arbitrable under Indian law.
However, the Supreme Court's decision in the Booze Allen Hamilton case (Bharat Aluminium
Company v. Kaiser Aluminium Technical Services, Inc., (2012) 9 SCC 552) is relevant and applicable
here. In this case, the court held that disputes relating to the internal management and governance of
companies incorporated in India would be non-arbitrable, as they would be governed by the
provisions of the Companies Act and other statutory enactments.

Specifically, disputes concerning the following matters would be non-arbitrable:

1. Disputes relating to the maintenance and regulation of the management of a company incorporated
in India.
2. Disputes relating to the powers, duties, and responsibilities of directors, managing directors, and
other managerial personnel.
3. Disputes relating to the calling and conduct of meetings of the company, including general
meetings and board meetings.
4. Disputes concerning the appointment, removal, and remuneration of directors, managing directors,
and other managerial personnel.
Therefore, while the overall dispute between Company A and its shareholders may be arbitrable, the
parties and the arbitral tribunal would need to carefully scrutinize each aspect of the dispute to
determine if any part of it falls within the non-arbitrable category as per the Booze Allen case and
other relevant precedents. Any aspects involving the internal management or governance of Company
A, which is incorporated in India, may be deemed non-arbitrable.
Additionally, it is important to note that certain aspects of the dispute may be subject to closer
scrutiny by the courts to determine their arbitrability. For instance, if the dispute involves any issues
related to the internal management or governance of the company, which may be governed by the
Companies Act or other statutory provisions, those aspects may be considered non-arbitrable.
The parties' choice of the APCI as the arbitral institution and the application of their rules, along with
Indian law, is generally acceptable under the principle of party autonomy, provided that the APCI's
rules and procedures comply with the fundamental principles of natural justice and public policy.