Oppression and mismanagement claims are non-arbitrable when the reliefs require exclusive Tribunal powers under company law.

A company petition alleging oppression and mismanagement under the Companies Act, 2013 is non-arbitrable where the reliefs sought invoke statutory powers vested in the Tribunal. Even if the dispute has a contractual background, claims concerning shareholder exclusion, failure to serve notices, financial irregularities, appointment of directors, and remedies aimed at ending oppression or mismanagement fall within the Tribunal's exclusive domain under Sections 241 to 246. By contrast, purely contractual disputes under related MOUs may be capable of arbitration. The core controversy therefore remains outside Section 8 referral when the substance of the petition requires company-law reliefs that an arbitrator cannot grant.

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Issues: Whether a company petition alleging oppression and mismanagement under the Companies Act, 2013 was non-arbitrable and therefore not liable to be referred to arbitration under Section 8 of the Arbitration and Conciliation Act, 1996.

Analysis: The dispute was examined in the light of the law on arbitrability, namely that matters capable of private adjudication may be referred to arbitration, but disputes reserved by law for public fora are excluded. The allegations in the company petition concerned oppressive conduct, denial of shareholder participation, non-service of notices, financial irregularities, appointment of directors, and reliefs directed to bringing an end to oppression and mismanagement. Such reliefs fell within the statutory jurisdiction of the Tribunal under Sections 241 to 246 of the Companies Act, 2013 and included powers that an arbitrator could not exercise, including reliefs connected with winding up on just and equitable grounds and other company-law remedies. Although disputes arising purely from contractual obligations under the MOUs could be arbitrable, the substance of the petition and the nature of the reliefs sought showed that the core controversy lay within the Tribunal's exclusive domain.

Conclusion: The dispute in the company petition was non-arbitrable and the refusal to refer it to arbitration was in law.

Ratio Decidendi: A dispute alleging oppression and mismanagement, where the reliefs sought require the exercise of statutory powers vested exclusively in the Tribunal, is not arbitrable even if it has a contractual backdrop.

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