Statutory oppression and mismanagement remedies were held outside arbitration where the alleged clause was incomplete and parties differed.

A company petition seeking remedies for oppression and mismanagement was not referable to arbitration under section 8 of the Arbitration and Conciliation Act, 1996 because the alleged arbitration agreement was not shown to be clearly concluded, all promoters had not signed it, and the parties to the petition were not coextensive with the arbitration arrangement. The reliefs claimed, including cancellation of shares, removal of directors and investigation, were treated as statutory company-law remedies within the exclusive domain of the company forum. Section 9 of the Companies Act, 1956 was applied to confirm that contractual arrangements, including an arbitration clause in the articles, could not override the statute for such claims.

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Issues: Whether the subject matter of the company petition could be referred to arbitration under section 8 of the Arbitration and Conciliation Act, 1996.

Analysis: The application was tested against the requirements for a reference to arbitration, namely the existence of a valid arbitration agreement, identity of parties, identity of subject matter, timely invocation before the first statement on the dispute, and whether the reliefs claimed were capable of adjudication in arbitration. The agreement relied on was treated as not clearly concluded in the form produced, and all parties described as promoters had not signed it. The parties to the company petition were also not coextensive with the parties to the arbitration arrangement. The reliefs in the company petition concerned oppression and mismanagement, cancellation of shares, removal of directors, investigation, and other statutory remedies, which were held to fall within the exclusive province of the company forum and not within the arbitral domain. Section 9 of the Companies Act, 1956 was applied to hold that contractual arrangements, including an arbitration clause in the articles, could not override the statute in relation to such claims.

Conclusion: The request to refer the company petition to arbitration was rejected.

Final Conclusion: The dispute remained before the company forum because the statutory oppression and mismanagement remedies were held not to be displaced by the alleged arbitration clause.

Ratio Decidendi: A dispute raising statutory remedies for oppression and mismanagement cannot be compelled to arbitration merely because an arbitration clause is asserted in the company's contractual documents, especially where the agreement is not shown to be concluded and the parties and reliefs are not fully coextensive.

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