Oppression and mismanagement claims are not arbitrable merely because an agreement contains an arbitration clause; composite disputes cannot be split.

Statutory oppression and mismanagement reliefs under the Companies Act, 2013 are not arbitrable merely because the parties are bound by an arbitration clause in a memorandum of understanding, since such claims invoke the Tribunal's special jurisdiction and powers beyond an arbitral forum. The proceeding also could not be split into arbitrable and non-arbitrable parts, because the allegations and reliefs formed a composite dispute and severance would fragment the cause of action and risk inconsistent findings. The request for reference to arbitration was therefore rejected, and the company petition was left to proceed before the Tribunal on its statutory footing.

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Issues: (i) Whether a petition alleging oppression and mismanagement under the Companies Act, 2013 can be referred to arbitration under section 8 of the Arbitration and Conciliation Act, 1996 merely because the parties are governed by an arbitration clause in a memorandum of understanding. (ii) Whether the subject matter of such a company petition can be bifurcated so that only some disputes are sent to arbitration while the statutory oppression and mismanagement reliefs remain before the Tribunal.

Issue (i): Whether a petition alleging oppression and mismanagement under the Companies Act, 2013 can be referred to arbitration under section 8 of the Arbitration and Conciliation Act, 1996 merely because the parties are governed by an arbitration clause in a memorandum of understanding.

Analysis: The reliefs claimed in the company petition were founded on the statutory scheme governing oppression, mismanagement, fraud-related consequences, and ancillary orders available under the Companies Act, 2013. Such reliefs invoke the special jurisdiction of the Tribunal and are not ordinary contractual disputes. An arbitral tribunal can decide only disputes that are within its competence and cannot exercise the wide powers conferred on the Tribunal under the company law remedy. The existence of an arbitration clause in the memorandum of understanding did not displace the statutory forum for these claims.

Conclusion: The petition could not be referred to arbitration in respect of the statutory oppression and mismanagement reliefs.

Issue (ii): Whether the subject matter of such a company petition can be bifurcated so that only some disputes are sent to arbitration while the statutory oppression and mismanagement reliefs remain before the Tribunal.

Analysis: The dispute before the Tribunal was treated as a composite proceeding involving interconnected allegations and reliefs. The Tribunal held that section 8 does not contemplate splitting a single proceeding into arbitrable and non-arbitrable parts where such splitting would fragment the cause of action and risk inconsistent determinations. The alleged fraud and the statutory reliefs under the company law framework reinforced the conclusion that the matter could not be severed for partial reference to arbitration.

Conclusion: Bifurcation of the company petition was not permitted, and the request for reference to arbitration failed in full.

Final Conclusion: The application to refer the dispute to arbitration was rejected, leaving the company petition to proceed before the Tribunal on its statutory footing.

Ratio Decidendi: A dispute seeking statutory reliefs for oppression and mismanagement under the Companies Act, 2013 is not arbitrable merely because the parties have an arbitration clause, and such a proceeding cannot be split to send part of the composite controversy to arbitration.

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