Oppression and mismanagement disputes held non-arbitrable where the company was not a party to the agreements.

Oppression and mismanagement allegations concerning company affairs were held not referable to international arbitration where the company was not a party to the related shareholders' and joint venture agreements, and the escrow agreement was limited to custody of shares and security for obligations. The Board found that the pleaded disputes extended beyond the contractual arbitration clauses and had to be examined by the Board itself. It also held that the company could not be added as a party to the arbitration and that splitting the controversy between arbitration and the Board was impermissible. As the clause excluded the Arbitration and Conciliation Act, 1996 except for enforcement of a foreign award, the Section 45 application was not maintainable and was dismissed.

---

---

Issues: Whether the disputes raised in the oppression and mismanagement petition were liable to be referred to international arbitration under the arbitration clauses in the related agreements.

Analysis: The arbitration clauses in the agreements were considered against the nature of the allegations in the petition. The company in whose affairs the petition was filed was not a party to the shareholders' agreement or the joint venture agreement, and the escrow agreement was confined to custody of shares and security for obligations. The disputes included allegations concerning management and company affairs that were not covered by the agreements and could be examined only by the Board. It was also held that the company could not be added as a party to the arbitration proceedings and that splitting the matter between the Board and an arbitral tribunal was impermissible. In addition, the arbitration clause expressly excluded the application of the Arbitration and Conciliation Act, 1996 except for enforcement of a foreign award, making the application under Section 45 itself not maintainable.

Conclusion: The request to refer the disputes to arbitration was rejected and the application was dismissed.

---