Contractual disputes framed as oppression and mismanagement were referred to arbitration under the parties' arbitration clauses.

A company petition alleging oppression and mismanagement was treated as arising directly from the parties' Term Sheet, Investor Rights Agreement and Reciprocal Obligations Agreement, each containing an arbitration clause. The Board considered the grievances to be contractual disputes framed as oppression and mismanagement claims, with the petition covering the same subject matter as the agreements. Applying the mandatory wording of Section 8 of the Arbitration and Conciliation Act, 1996, it held that the disputes had to be referred to arbitration and could not be adjudicated in the company petition.

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Issues: Whether the company petition alleging oppression and mismanagement was liable to be referred to arbitration under Section 8 of the Arbitration and Conciliation Act, 1996 on the ground that the grievances arose out of the agreements between the parties.

Analysis: The reliefs and allegations in the company petition were found to stem directly from the Term Sheet, Investor Rights Agreement and Reciprocal Obligations Agreement, all of which contained arbitration clauses. The matters complained of were treated as contractual disputes dressed as allegations of oppression and mismanagement, and the subject matter of the petition was held to be the same as the subject matter covered by the agreements. In these circumstances, the mandatory language of Section 8 was applied, and the Board held that the disputes could not be adjudicated in the company petition without reference to arbitration.

Conclusion: The disputes were held to be arbitrable and the parties were directed to resolve them by arbitration.

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