Arbitration clause governs company petition claims where oppression allegations stem from shareholder agreements and company articles.

Disputes under a company petition alleging oppression and mismanagement were treated as referable to arbitration where the claims arose from a Share Purchase Agreement and a Share Subscription and Shareholders Agreement containing arbitration clauses and incorporated into the company's articles. The pleadings were found to concern contractual rights and obligations relating to board composition, funding, share allotment, and managerial decisions, and the petitioners were parties to those agreements and had participated in company governance. On that basis, the matter was held amenable to Section 8 referral, and the oppression-and-mismanagement allegations did not take the dispute outside the arbitration clause; the company petition was dismissed.

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Issues: Whether the disputes raised in the company petition were covered by the arbitration agreement and liable to be referred to arbitration under Section 8 of the Arbitration and Conciliation Act, 1996, despite allegations of oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013.

Analysis: The application turned on whether the controversy arose from the Share Purchase Agreement and the Share Subscription and Shareholders Agreement, both of which contained arbitration clauses and were incorporated into the company's articles. The pleadings and prayers in the company petition were found to be founded on rights and obligations arising from those agreements, including matters relating to board composition, funding, allotment of shares, and managerial decision-making. The petitioners were parties to the agreements and had participated in the company's board and general meetings. In those circumstances, the dispute was treated as one arising out of contractual arrangements and amenable to arbitration, and the oppression-and-mismanagement claims were not accepted as taking the matter outside the arbitration clause.

Conclusion: The dispute was held referable to arbitration and the Section 8 application was allowed. The company petition was dismissed.

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