Section 8 arbitration reference depends on timely invocation and full party identity under the arbitration agreement.

Section 8 reference to arbitration is not forfeited merely because a party files a preliminary objection on maintainability before the Company Law Board; a waiver arises only when the first statement on the substance of the dispute is filed. The provision also operates only where the pending proceedings are fully covered by the arbitration agreement, including identity of parties. Where proceedings under Sections 397 and 398 include persons who are not signatories to the arbitration agreement and substantive relief is sought against them, the disputes are not referable to arbitration under Section 8. The writ petition therefore failed, as no illegality or jurisdictional error was shown in refusing reference.

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Issues: (i) Whether the petitioner lost the right to seek reference to arbitration under Section 8 by filing a preliminary objection before the Company Law Board. (ii) Whether disputes raised in proceedings under Sections 397 and 398 of the Companies Act could be referred to arbitration when not all parties to the proceedings were parties to the arbitration agreement.

Issue (i): Whether the petitioner lost the right to seek reference to arbitration under Section 8 by filing a preliminary objection before the Company Law Board.

Analysis: Section 8 requires reference to arbitration if invoked before the first statement on the substance of the dispute is filed. Participation in interlocutory proceedings or raising a preliminary objection on maintainability does not, by itself, amount to submission on the merits or waiver of the contractual right to arbitrate. The objection taken before the Company Law Board related only to maintainability and did not constitute a first statement on the substance of the dispute.

Conclusion: The petitioner did not lose the right to seek reference under Section 8 on the ground of waiver.

Issue (ii): Whether disputes raised in proceedings under Sections 397 and 398 of the Companies Act could be referred to arbitration when not all parties to the proceedings were parties to the arbitration agreement.

Analysis: The arbitration agreement bound only the signatories, whereas the Company Law Board proceedings included several other parties in their individual capacities as shareholders and as persons against whom substantive reliefs were sought. Reference under Section 8 is not permissible where the pending proceedings are not fully coextensive with the arbitration agreement and where some parties before the forum are strangers to that agreement. In such circumstances, the statutory mandate to refer the matter to arbitration is not attracted.

Conclusion: The disputes before the Company Law Board were not referable to arbitration under Section 8.

Final Conclusion: The writ petition failed because the impugned order refusing reference to arbitration disclosed no illegality or jurisdictional error.

Ratio Decidendi: Section 8 does not compel reference to arbitration unless it is invoked before the first statement on the substance of the dispute and the pending proceeding is wholly covered by the arbitration agreement, including identity of parties.

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