- 1 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 22ND DAY OF JANUARY, 2026 BEFORE THE HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR WRIT PETITION NO. 36026 OF 2025 (GM-CPC) BETWEEN: M/S KUSUMA BHANDARY CONSTRUCTIONS PVT LIMITED REP. BY ITS MANAGING DIRECTOR MR. SURESH BHANDARY OFF. AT 2ND FLOOR, HOTEL LAKSHMI MAHAL, OPP. MISCHIEF MALL, OPP. K S RAO ROAD, MANGALORE – 575 001 …PETITIONER (BY SRI. SACHIN B. S., ADVOCATE) AND: DR. KSHAMA HEGDE AGED ABOUT 38 YEARS D/O SRI SUDHEER KUMAR P. HEGDE, R/AT OM SRI NIVAS, AJJARKADU, JODUKATTE, UDUPI – 576 101 REPRESENTED BY HER POWER OF ATTORNEY HOLDER / FATHER SRI. SUDHEER KUMAR P. HEGDE …RESPONDENT (BY SRI. JAYAKUMAR S. PATIL, SENIOR COUNSEL FOR SRI. SHIVARAM R. BHAT, ADVOCATE) THIS W.P. IS FILED UNDER ARTICLE 227 OF CONSTITUTION OF INDIA PRAYING TO ISSUE WRIT OF CERTIORARI OR ANY OTHER APPROPRIATE WRIT OR ORDER QUASHING THE IMPUGNED ORDER DATED 07.02.2025 IN I.A.NO. III AND IMPUGNED ORDER DATED 25.10.2025 IN I.A.NO.V PASSED IN A.P.14 OF 2024 ON THE FILE OF IT ADDITIONAL DISTRICT/ COMMERCIAL COURT, UDUPI, AS PER ANNEXURE-A AND B AND CONSEQUENTLY ALLOW THE I.A.NO.III AND I.A.NO.V AS PRAYED FOR IN THE INTEREST OF JUSTICE AND EQUITY AS PER ANNEXURE- G AND H. THIS PETITION, COMING ON FOR PRELIMINARY HEARING, THIS DAY, ORDER WAS MADE THEREIN AS UNDER: Digitally signed by MADHURI S Location: High Court of Karnataka - 2 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 CORAM: HON'BLE MR. JUSTICE S.R.KRISHNA KUMAR ORAL ORDER This petition arises out of the proceedings in E.P.No.14/2024 pending before the II Addl.District Court (commercial court) at Udupi. 2. Briefly stated the facts giving rise to the present petition are as under: The petitioner who is the respondent in the said petition filed by the respondent herein filed an application I.A.No.3 under Order 7 Rule 10 CPC seeking return of the main petition on the ground of want / lack of jurisdiction of the commercial court at Udupi. The said application having been opposed by the respondent herein, the commercial court passed the impugned order dated 07.02.2025 rejecting the said application I.A.No.3 filed by the petitioner. Subsequently, petitioner filed an application I.A.No.5 under Order 47 Rule 1 r/w Section 114 CPC seeking review of the aforesaid order dated 07.02.2025 passed on I.A.No.3. By the subsequent impugned order dated 25.10.2025, the commercial court proceeded to reject I.A.No.5 filed by the petitioner, thereby confirming its earlier order dated 07.02.2025. Aggrieved by the - 3 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 impugned orders dated 07.02.2025 and 25.10.2025, rejecting I.A.Nos. 3 and 5, petitioner is before this Court by way of the present petition. 3. Heard learned counsel for the petitioner and learned Senior counsel for the respondent and perused the material on record. 4. In addition to reiterating the various contentions urged in the petition and referring to the material on record, learned counsel for the petitioner invited my attention to the order sheet maintained by the arbitral tribunal in A.C.No.7/2019 in order to point out that both the petitioner and respondent had agreed that the seat of arbitration (proceedings) would be at Mangalore, as a result of which, the petition in A.P.No.14/2024 was not maintainable before the commercial court at Udupi and the petitioner had also assailed the arbitral award by filing the petition under Section 34 of the Arbitration and Conciliation Act, 1996, ( for short ‘the said Act of 1996’) which was pending in A.P.No.21/2024 before the commercial court at Mangalore, the instant petition in A.P.No.14/2024 filed by the respondent before the commercial - 4 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 court at Udupi, was liable to be returned for lack / want of jurisdiction and the same was liable to be re-presented before the commercial court at Mangalore to be tried and disposed of along with A.P.No.21/2024 filed by the petitioner. It is submitted that the commercial court committed an error in not correctly considering or appreciating these aspects of the matter and as such, the impugned orders deserve to be set aside and the application I.A.No.3 filed by the petitioner deserves to be allowed. In support of his submissions, he placed reliance upon the judgment of the Apex Court in the case of M/s.INOX Renewables Ltd., vs. Jayesh Electricals Ltd., - (2023) 3 SCC 733. 5. Per contra, learned Senior counsel for the respondent would support the impugned orders and contend that merely because the venue of arbitration was at Mangalore where the learned sole arbitrator was stationed, having regard to the undisputed fact that the seat of arbitration was agreed between the parties to be at Manipal / Udupi in terms of clause-30 of the Joint Development Agreement (JDA) dated 24.11.2008 executed between the parties and the seat of arbitration had not been agreed to be at Mangalore by either party. He would also invited - 5 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 my attention to clause – 31 of the JDA in order to point out that as agreed between the parties, it was the civil courts at Udupi that had exclusive jurisdiction to adjudicate upon all disputes arising or touching out of the JDA dated 24.11.2008, which was executed at Udupi, the commercial court has correctly rejected the applications filed by the petitioner by passing the impugned order, which does not warrant interference by this Court in the present petition, which is liable to be dismissed. In support of his submissions, he placed reliance upon the judgment of the Apex Court in the cases of BGS SGS SOMA JV vs. NHPC Limited – (2020)4 SCC 234 and BBR (India) Pvt. Ltd., vs. S.P.Singla Construction Private Limtied - (2023) 1 SCC 693. 6. I have given my anxious consideration to the rival submissions and perused the material on record. 7. A perusal of the material on record will indicate that the petitioner approached this Court in C.M.P.No.255/2018 under Section 11 of the said Act of 1996 seeking appointment of a Arbitrator to adjudicate upon the dispute between the parties in relation to Joint Development Agreement dated 24.11.2008 - 6 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 entered into between them. By final order dated 11.04.2019, this Court allowed the said petition and appointed a sole arbitrator who was based at Bangalore to adjudicate upon the dispute between the parties as hereunder:- “ Sri.Cyril Prasad Pais, learned counsel for for petitioner. Sri.K.A.Ariga, learned counsel for respondent. 2. The petition is admitted for hearing and the same is heard finally. 3. By means of this petition under Section 11(5) of the Arbitration and Conciliation Act, 1996 (hereinafter referred as ‘the Act’, for short), the petitioner inter alia seeks appointment of an arbitrator to adjudicate the dispute between the parties. 4. I have heard learned counsel for the parties and perused the records. 5. Admittedly, the parties have entered into an Joint Development Agreement dated 24.11.2008 and Clause-30 of the aforesaid agreement contains an arbitration clause. In that regard, the petitioner has sent the notice to the respondent on 03.01.2017 invoking the arbitration clause. In the aforesaid factual background, petitioner has approached this Court seeking appointment of an arbitrator. 6. When the matter is taken up today, learned counsel for the parties jointly submit that the parties are from Mangaluru and Mr. Moosa Kunhi Nayarmoole, retired District and Sessions Judge be appointed as a sole arbitrator to adjudicate the dispute between the parties. - 7 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 7. In view of the aforesaid submission and in the facts of the case, I deem it appropriate to appoint Mr.Moosa Kunhi Nayarmoole, retired District and Sessions Judge, who is based in Mangaluru, as the sole arbitrator to adjudicate the dispute between the parties. 8. A copy of this order be dispatched to the Mr.Moosa Kunhi Nayarmoole, retired District and Sessions Judge, for necessary action in that regard. Accordingly, the petition is disposed of.” 8. As can be seen from the aforesaid order, the sole arbitrator, who was appointed was based in Mangalore, thereby indicating that it was only the venue of arbitration that was agreed upon by both parties to be at Mangalore, which by itself did not mean that there was change or relocation of the seat or arbitration which was not at Mangalore but at Manipal / Udupi as can be seen from clause No.30 of the JDA dated 24.11.2008 on the basis of which, this Court referred the dispute to arbitration at the instance of the petitioner. 9. In pursuance of the said order passed by this Court in C.M.P.No.255/2018 dated 11.04.2019, the petitioner filed his claim petition before the sole arbitrator, to which, the respondent filed the - 8 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 statement of objections and contested the arbitration proceedings and also put forth a counter claim against the petitioner, who filed a rejoinder and opposed the counter claim, pursuant to which, the tribunal proceeded to pass an arbitral award dated 24.08.2024 partly allowing the claim petition of the petitioner and disallowing the counter claim of the respondent. 10. Aggrieved by the arbitral award insofar as it relates to partial rejection of its claim, the petitioner has approached the commercial court at Mangalore in A.P.No.21/2024 under Section 34 of the said Act of 1996, which is pending adjudication. So also, aggrieved by the arbitral award insofar as it relates to allowing the claim of the petitioner and rejection of her counter claim, the respondent filed the instant petition in A.P.No.14/2024 before the commercial court at Udupi. As stated supra, aggrieved by the impugned orders, passed by the commercial court at Udupi, petitioner is before this Court by way of the present petition. 11. Before adverting to the rival contentions, it would be necessary to extract clauses 30 and 31 of the JDA dated - 9 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 24.11.2008 entered into between the petitioner and respondent as hereunder:- 30. In case of any dispute between the parties to this agreement regarding the interpretation of the terms and conditions of this agreement or its enforcement or compliance or non-compliance and anything arising out of this agreement or in relation thereto or on account of any thing done pursuant thereto and any matter whatsoever touching this agreement between the parties to this deed or their legal representatives etc., It shall be referred to an settled by arbitration as per the Provisions of the Arbitration and Conciliation Act, 1966 and the decision of the Arbitrator shall be final and binding on both the parties. The Owner and the PROMOTER agree that Mr.Paul Mascarenhas Architect Mangalore and Mr. Nagesh Hegde Udupi shall be the Arbitrators to decide all such disputes and the venue of Arbitration proceedings shall be at Manipal City Only. 31. That all disputes touching or arising out of this agreement shall be subject to the exclusive jurisdiction of civil courts of Udupi. 12. As can be seen from the aforesaid clause No.30 of the JDA entered into between the parties, the seat of arbitration has been agreed and fixed at Manipal / Udupi only and not at Mangalore; so also, at clause – 31, both petitioner and respondent have jointly agreed that all disputes touching or arising out of the - 10 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 JDA shall be subject to the exclusive jurisdiction of civil courts at Udupi and not anywhere else including Mangalore; it is a matter of record that the instant petition in A.P.No.14/2024 is pending before the commercial court at Udupi, which is nothing but a civil court for the purpose of clause No.31 of the JDA having exclusive jurisdiction over the dispute; it follows therefrom that the seat of arbitration being agreed by both parties to be at Manipal / Udupi and not at Mangalore coupled with the fact that the commercial court at Udupi has territorial jurisdiction over Manipal and Udupi, which are undisputedly adjacent to each other in addition to the fact that both parties had agreed that all disputes shall be subject to the exclusive jurisdiction of civil courts / commercial courts at Udupi, I am of the view that the commercial court was fully justified in coming to the correct conclusion that it had jurisdiction to adjudicate upon the petition by passing the impugned order, which is correct, proper and in accordance with law. 13. In the case of BGS SGS SOMA’s case supra, the Apex Court held as under:- The juridical seat of the arbitral proceedings 22. The Arbitration Act, 1940 did not refer to the “juridical seat” of the arbitral proceedings at all. Under the - 11 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 scheme of the Arbitration Act, 1940, Section 14 stated as follows: “14. Award to be signed and filed.—(1) When the arbitrators or umpire have made their award, they shall sign it and shall give notice in writing to the parties of the making and signing thereof and of the amount of fees and charges payable in respect of the arbitration and award. (2) The arbitrators or umpire shall, at the request of any party to the arbitration agreement or any person claiming under such party or if so directed by the Court and upon payment of the fees and charges due in respect of the arbitration and award and of the costs and charges of filing the award, cause the award or a signed copy of it, together with any depositions and documents which may have been taken and proved before them, to be filed in Court, and the Court shall thereupon give notice to the parties of the filing of the award. (3) Where the arbitrators or umpire state a special case under clause (b) of Section 13, the Court, after giving notice to the parties and hearing them, shall pronounce its opinion thereon and such opinion shall be added to, and shall form part of, the award.” 23. When the award was signed and filed in court, a judgment in terms of the award had then to be made as follows: “17. Judgment in terms of award.— Where the Court sees no cause to remit the award or any of the matters referred to arbitration for reconsideration or to set aside the award, the Court shall, after the time for making an - 12 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 application to set aside the award has expired, or such application having been made, after refusing it, proceed to pronounce judgment according to the award, and upon the judgment so pronounced a decree shall follow, and no appeal shall lie from such a decree except on the ground that it is in excess of, or not otherwise in accordance with the award.” 24. It was in this setting that “court” was defined by Section 2(c) of the Arbitration Act, 1940 as follows: “2. Definitions.— In this Act, unless there is anything repugnant in the subject or the context— (c) “Court” means a civil court having jurisdiction to decide the questions forming the subject-matter of the reference if the same had been the subject-matter of a suit, but does not except for the purpose of arbitration proceedings under Section 21 include a Small Cause Court;” 25. Section 31, which dealt with the court in which an award may be filed then stated as follows: “31. Jurisdiction.—(1) Subject to the provisions of this Act, an award may be filed in any Court having jurisdiction in the matter to which the reference relates. (2) Notwithstanding anything contained in any other law for the time being in force and save as otherwise provided in this Act, all questions regarding the validity, effect or existence of an award or an arbitration agreement between the parties to the agreement or persons claiming under them shall be decided by the Court in which the award under the agreement has been, or may be, filed, and by no other Court. (3) All applications regarding the conduct of arbitration proceedings or otherwise arising out of such proceedings - 13 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 shall be made to the Court where the award has been, or may be, filed, and to no other Court. (4) Notwithstanding anything contained elsewhere in this Act or in any other law for the time being in force where in any reference any application under this Act has been made in a Court competent to entertain it, that Court alone shall have jurisdiction over the arbitration proceedings and all subsequent applications arising out of that reference and the arbitration proceedings shall be made in that Court and in no other Court.” 26. It will be noticed that in this statutory setting, the “place” in which the award is made is not referred to at all. Given this fact, the “court” was defined as any civil court having jurisdiction to decide questions forming the subject- matter of the reference to arbitration if the same had been the subject-matter of a suit. 27. The UNCITRAL Model Law on International Commercial Arbitration (as adopted by the United Nations Commission on International Trade Law on 21-6-1985) (hereinafter referred to as “the UNCITRAL Model Law”) was then adopted by this country. The UNCITRAL Model Law introduced the concept of “place” or “seat” of the arbitral proceedings as follows: “1. Scope of application.—(1) * * * (2) The provisions of this Law, except Articles 8, 9, 35 and 36, apply only if the place of arbitration is in the territory of this State. 2. Definitions and rules of interpretation - 14 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (c) “court” means a body or organ of the judicial system of a State; 6. Court or other authority for certain functions of arbitration assistance and supervision.—The functions referred to in Articles 11(3), 11(4), 13(3), 14, 16(3) and 34(2) shall be performed by … [Each State enacting this model law specifies the court, courts or, where referred to therein, other authority competent to perform these functions.] 20. Place of arbitration.—(1) The parties are free to agree on the place of arbitration. Failing such agreement, the place of arbitration shall be determined by the Arbitral Tribunal having regard to the circumstances of the case, including the convenience of the parties. (2) Notwithstanding the provisions of paragraph (1) of this article, the Arbitral Tribunal may, unless otherwise agreed by the parties, meet at any place it considers appropriate for consultation among its members, for hearing witnesses, experts or the parties, or for inspection of goods, other property or documents. 31. Form and contents of award.—(1)-(2 (3) The award shall state its date and the place of arbitration as determined in accordance with Article 20(1). The award shall be deemed to have been made at that place.” 28. The Arbitration Act, 1996 repealed the Arbitration Act, 1940. As is stated in its Preamble, the Arbitration Act, 1996 adopted provisions of the UNCITRAL Model Law, as they had made a significant contribution to the establishment of a - 15 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 unified legal framework for the fair and efficient settlement of disputes arising in international commercial relations. 29. The Arbitration Act, 1996 refers to “the place” of arbitration and defines “court”, and indicates which courts have jurisdiction in relation to arbitral proceedings in several sections in Part I. Section 2(1)(e) and Section 2(2) of the Arbitration Act, 1996 are as follows: “2. Definitions.—(1) In this Part, unless the context otherwise requires— (e) “Court” means— (i) in the case of an arbitration other than international commercial arbitration, the principal civil court of original jurisdiction in a district, and includes the High Court in exercise of its ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject-matter of the arbitration if the same had been the subject-matter of a suit, but does not include any civil court of a grade inferior to such principal civil court, or any Court of Small Causes; (ii) in the case of international commercial arbitration, the High Court in exercise of its ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject-matter of the arbitration if the same had been the subject-matter of a suit, and in other cases, a High Court having jurisdiction to hear appeals from decrees of courts subordinate to that High Court; (2) Scope.—This part shall apply where the place of arbitration is in India: Provided that subject to an agreement to the contrary, the provisions of Sections 9, 27 and clause (a) of sub-section - 16 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (1) and sub-section (3) of Section 37 shall also apply to international commercial arbitration, even if the place of arbitration is outside India, and an arbitral award made or to be made in such place is enforceable and recognised under the provisions of Part II of this Act. 30. 30. Sections 20, 31(4) and 42 of the Arbitration Act, 1996 read as follows: “20. Place of arbitration.—(1) The parties are free to agree on the place of arbitration. (2) Failing any agreement referred to in sub-section (1), the place of arbitration shall be determined by the Arbitral Tribunal having regard to the circumstances of the case, including the convenience of the parties. (3) Notwithstanding sub-section (1) or sub-section (2), the Arbitral Tribunal may, unless otherwise agreed by the parties, meet at any place it considers appropriate for consultation among its members, for hearing witnesses, experts or the parties, or for inspection of documents, goods or other property. 31. Form and contents of arbitral award.—(1)-(3) (4) The arbitral award shall state its date and the place of arbitration as determined in accordance with Section 20 and the award shall be deemed to have been made at that place. 42. Jurisdiction.— Notwithstanding anything contained elsewhere in this Part or any other law for the time being in force, where with respect to an arbitration agreement any application under this Part has been made in any Court, that Court alone shall have jurisdiction over the arbitral - 17 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 proceedings and all subsequent applications arising out of that agreement and the arbitral proceedings shall be made in that Court and in no other Court.” 31. It will thus be seen that the new provisions contained in Sections 20 and 31(4) of the Arbitration Act, 1996 are a replication of Articles 20 and 31(3) of the UNCITRAL Model Law, in which pride of place is given to the juridical seat of the arbitral proceedings. However, the definition of “court” in Section 2(1)(e) of the Arbitration Act, 1996 continues the definition contained in the Arbitration Act, 1940, but replaces any and every civil court by only the principal civil court of original jurisdiction in a district, and includes the High Court in exercise of its ordinary civil jurisdiction. Section 42 of the Arbitration Act, 1996 also substantially follows the drill of Section 31(4) of the Arbitration Act, 1940. 32. It can thus be seen that given the new concept of “juridical seat” of the arbitral proceedings, and the importance given by the Arbitration Act, 1996 to this “seat”, the arbitral award is now not only to state its date, but also the place of arbitration as determined in accordance with Section 20. However, the definition of “court” contained in Section 2(1)(c) of the Arbitration Act, 1940, continued as such in the Arbitration Act, 1996, though narrowed to mean only principal civil court and the High Court in exercise of their original ordinary civil jurisdiction. Thus, the concept of juridical seat of the arbitral proceedings and its relationship to the jurisdiction of courts which are then to look into matters relating to the arbitral proceedings — including challenges to arbitral awards — was unclear, and had to be - 18 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 developed in accordance with international practice on a case by case basis by this Court. 33. Some of the early decisions of this Court did not properly distinguish between “seat” and “venue” of an arbitral proceeding. The five-Judge Bench in Balco [Balco v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] dealt with this problem as follows : (SCC pp. 597-99, 605-607, paras 75-76, 95-96, 98-99) “75. We are also unable to accept the submission of the learned counsel for the appellants that the Arbitration Act, 1996 does not make seat of the arbitration as the centre of gravity of the arbitration. On the contrary, it is accepted by most of the experts that in most of the national laws, arbitrations are anchored to the seat/place/situs of arbitration. Redfern in Para 3.54 concludes that ‘the seat of the arbitration is thus intended to be its centre of gravity.’ [ Blackaby, Partasides, Redfern and Hunter (Eds.), Redfern and Hunter on International Arbitration (5th Edn., Oxford University Press, Oxford/New York 2009)] This, however, does not mean that all the proceedings of the arbitration have to take place at the seat of the arbitration. The arbitrators at times hold meetings at more convenient locations. This is necessary as arbitrators often come from different countries. It may, therefore, on occasions be convenient to hold some of the meetings in a location which may be convenient to all. Such a situation was examined by the Court of Appeal in England in Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru [Naviera Amazonica Peruana SA v. Compania International - 19 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] wherein at p. 121 it is observed as follows: ‘The preceding discussion has been on the basis that there is only one “place” of arbitration. This will be the place chosen by or on behalf of the parties; and it will be designated in the arbitration agreement or the terms of reference or the minutes of proceedings or in some other way as the place or “seat” of the arbitration. This does not mean, however, that the Arbitral Tribunal must hold all its meetings or hearings at the place of arbitration. International commercial arbitration often involves people of many different nationalities, from many different countries. In these circumstances, it is by no means unusual for an Arbitral Tribunal to hold meetings—or even hearings —in a place other than the designated place of arbitration, either for its own convenience or for the convenience of the parties or their witnesses…. It may be more convenient for an Arbitral Tribunal sitting in one country to conduct a hearing in another country — for instance, for the purpose of taking evidence…. In such circumstances each move of the Arbitral Tribunal does not of itself mean that the seat of arbitration changes. The seat of arbitration remains the place initially agreed by or on behalf of the parties.’ These observations were subsequently followed in Union of India v. McDonnell Douglas Corpn. [Union of India v. McDonnell Douglas Corpn., (1993) 2 Lloyd's Rep 48] 76. It must be pointed out that the law of the seat or place where the arbitration is held, is normally the law to govern that arbitration. The territorial link between the place of - 20 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 arbitration and the law governing that arbitration is well established in the international instruments, namely, the New York Convention of 1958 and the Uncitral Model Law of 1985. It is true that the terms “seat” and “place” are often used interchangeably. In Redfern and Hunter on International Arbitration [ Blackaby, Partasides, Redfern and Hunter (Eds.), Redfern and Hunter on International Arbitration (5th Edn., Oxford University Press, Oxford/New York 2009)] (Para 3.51), the seat theory is defined thus:‘The concept that an arbitration is governed by the law of the place in which it is held, which is the “seat” (or “forum” or locus arbitri) of the arbitration, is well established in both the theory and practice of international arbitration. In fact, the Geneva Protocol, 1923 states: ‘2. The arbitral procedure, including the constitution of the Arbitral Tribunal, shall be governed by the will of the parties and by the law of the country in whose territory the arbitration takes place.’ The New York Convention maintains the reference to ‘the law of the country where the arbitration took place’ [Article V(1)(d)] and, synonymously to ‘the law of the country where the award is made’ [Articles V(1)(a) and (e)]. The aforesaid observations clearly show that the New York Convention continues the clear territorial link between the place of arbitration and the law governing that arbitration. The author further points out that this territorial link is again maintained in the Model Law which provides in Article 1(2) that: - 21 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 ‘1. (2) the provision of this Law, except Articles 8, 9, 35 and 36, apply only if the place of arbitration is in the territory of the State.’ Just as the Arbitration Act, 1996 maintains the territorial link between the place of arbitration and its law of arbitration, the law in Switzerland and England also maintain a clear link between the seat of arbitration and the lex arbitri. The Swiss Law states: ‘176(I). (1) The provision of this chapter shall apply to any arbitration if the seat of the Arbitral Tribunal is in Switzerland and if, at the time when the arbitration agreement was concluded, at least one of the parties had neither its domicile nor its habitual residence in Switzerland.’ [See the Swiss Private International Law Act, 1987, Ch. 12, Article 176 (I)(1).] 95. The learned counsel for the appellants have submitted that Section 2(1)(e), Section 20 and Section 28 read with Section 45 and Section 48(1)(e) make it clear that Part I is not limited only to arbitrations which take place in India. These provisions indicate that the Arbitration Act, 1996 is subject-matter centric and not exclusively seat-centric. Therefore, “seat” is not the “centre of gravity” so far as the Arbitration Act, 1996 is concerned. We are of the considered opinion that the aforesaid provisions have to be interpreted by keeping the principle of territoriality at the forefront. We have earlier observed that Section 2(2) does not make Part I applicable to arbitrations seated or held outside India. In view of the expression used in Section 2(2), the maxim expressum facit cessare tacitum, would not permit by - 22 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 interpretation to hold that Part I would also apply to arbitrations held outside the territory of India. The expression “this Part shall apply where the place of arbitration is in India” necessarily excludes application of Part I to arbitration seated or held outside India. It appears to us that neither of the provisions relied upon by the learned counsel for the appellants would make any section of Part I applicable to arbitration seated outside India. It will be apposite now to consider each of the aforesaid provisions in turn. 96. Section 2(1)(e) of the Arbitration Act, 1996 reads as under: ‘2. Definitions.—(1) In this Part, unless the context otherwise requires.— (e) “Court” means the Principal civil court of Original Jurisdiction in a district, and includes the High Court in exercise of its ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject- matter of the arbitration if the same had been the subject- matter of a suit, but does not include any civil court of a grade inferior to such Principal civil court, or any Court of Small Causes.’ We are of the opinion, the term “subject-matter of the arbitration” cannot be confused with “subject-matter of the suit”. The term “subject-matter” in Section 2(1)(e) is confined to Part I. It has a reference and connection with the process of dispute resolution. Its purpose is to identify the courts having supervisory control over the arbitration proceedings. Hence, it refers to a court which would essentially be a court of the seat of the arbitration process. In our opinion, the - 23 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 provision in Section 2(1)(e) has to be construed keeping in view the provisions in Section 20 which give recognition to party autonomy. Accepting the narrow construction as projected by the learned counsel for the appellants would, in fact, render Section 20 nugatory. In our view, the legislature has intentionally given jurisdiction to two courts i.e. the court which would have jurisdiction where the cause of action is located and the courts where the arbitration takes place. This was necessary as on many occasions the agreement may provide for a seat of arbitration at a place which would be neutral to both the parties. Therefore, the courts where the arbitration takes place would be required to exercise supervisory control over the arbitral process. For example, if the arbitration is held in Delhi, where neither of the parties are from Delhi, (Delhi having been chosen as a neutral place as between a party from Mumbai and the other from Kolkata) and the tribunal sitting in Delhi passes an interim order Under Section 17 of the Arbitration Act, 1996, the appeal against such an interim order under Section 37 must lie to the courts of Delhi being the courts having supervisory jurisdiction over the arbitration proceedings and the tribunal. This would be irrespective of the fact that the obligations to be performed under the contract were to be performed either at Mumbai or at Kolkata, and only arbitration is to take place in Delhi. In such circumstances, both the courts would have jurisdiction i.e. the court within whose jurisdiction the subject- matter of the suit is situated and the courts within the jurisdiction of which the dispute resolution i.e. arbitration is located. - 24 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 *** 98. We now come to Section 20, which is as under: ‘20. Place of arbitration.—(1) The parties are free to agree on the place of arbitration. (2) Failing any agreement referred to in sub-section (1), the place of arbitration shall be determined by the Arbitral Tribunal having regard to the circumstances of the case, including the convenience of the parties. (3) Notwithstanding sub-section (1) or sub-section (2), the Arbitral Tribunal may, unless otherwise agreed by the parties, meet at any place it considers appropriate for consultation among its members, for hearing witnesses, experts or the parties, or for inspection of documents, good or other property.’ A plain reading of Section 20 leaves no room for doubt that where the place of arbitration is in India, the parties are free to agree to any “place” or “seat” within India, be it Delhi, Mumbai, etc. In the absence of the parties' agreement thereto, Section 20(2) authorises the tribunal to determine the place/seat of such arbitration. Section 20(3) enables the tribunal to meet at any place for conducting hearings at a place of convenience in matters such as consultations among its members for hearing witnesses, experts or the parties. 99. The fixation of the most convenient “venue” is taken care of by Section 20(3). Section 20, has to be read in the context of Section 2(2), which places a threshold limitation on the applicability of Part I, where the place of arbitration is in India. Therefore, Section 20 would also not - 25 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 support the submission of the extra-territorial applicability of Part I, as canvassed by the learned counsel for the appellants, so far as purely domestic arbitration is concerned.” 34. The Court in Balco [Balco v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] then went on to refer to several English judgments and specifically italicised several parts of the judgment in Shashoua v. Sharma [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] as follows : (Balco case [Balco v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , SCC p. 614, para 110) “110. Examining the fact situation in the case, the Court observed as follows: ‘The basis for the court's grant of an anti-suit injunction of the kind sought depended upon the seat of the arbitration. An agreement as to the seat of an arbitration brought in the law of that country as the curial law and was analogous to an exclusive jurisdiction clause. Not only was there agreement to the curial law of the seat, but also to the courts of the seat having supervisory jurisdiction over the arbitration, so that, by agreeing to the seat, the parties agreed that any challenge to an interim or final award was to be made only in the courts of the place designated as the seat of the arbitration. Although, “venue” was not synonymous with “seat”, in an arbitration clause which provided for arbitration to be conducted in accordance with the Rules of the ICC in Paris - 26 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (a supranational body of rules), a provision that “the venue of arbitration shall be London, United Kingdom” did amount to the designation of a juridical seat.…’ In para 54, it is further observed as follows: ‘There was a little debate about the possibility of the issues relating to the alleged submission by the claimants to the jurisdiction of the High Court of Delhi being heard by that court, because it was best fitted to determine such issues under the Indian Law. Whilst I found this idea attractive initially, we are persuaded that it would be wrong in principle to allow this and that it would create undue practical problems in any event. On the basis of what I have already decided, England is the seat of the arbitration and since this carries with it something akin to an exclusive jurisdiction clause, as a matter of principle the foreign court should not decide matters which are for this Court to decide in the context of an anti-suit injunction.’ In making the aforesaid observations in Shashoua case, the Court relied on the judgments of the Court of Appeal in C v. D.” 35. Finally, the conclusion drawn in para 116 of Balco was as follows : “116. The legal position that emerges from a conspectus of all the decisions, seems to be, that the choice of another country as the seat of arbitration inevitably imports an acceptance that the law of that country relating to the conduct and supervision of arbitrations will apply to the proceedings. - 27 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 36. Also, in para 123, the Court in BALCO held as follows : (BALCO case [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , SCC p. 621) “123. Thus, it is clear that the regulation of conduct of arbitration and challenge to an award would have to be done by the courts of the country in which the arbitration is being conducted. Such a court is then the supervisory court possessed of the power to annul the award. This is in keeping with the scheme of the international instruments, such as the Geneva Convention and the New York Convention as well as the UNCITRAL Model Law. It also recognises the territorial principle which gives effect to the sovereign right of a country to regulate, through its national courts, an adjudicatory duty being performed in its own country. By way of a comparative example, we may reiterate the observations made by the Court of Appeal, England in C v. D [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] wherein it is observed that : (Bus LR p. 851, para 17) ‘17. It follows from this that a choice of seat for the arbitration must be a choice of forum for remedies seeking to attack the award.’ In the aforesaid case, the Court of Appeal had approved the observations made in A v. B [A v. B, (2007) 1 All ER (Comm) 591 : (2007) 1 Lloyd's Rep 237] wherein it is observed that: ‘… an agreement as to the seat of an arbitration is analogous to an exclusive jurisdiction clause. Any claim for - 28 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 a remedy … as to the validity of an existing interim or final award is agreed to be made only in the courts of the place designated as the seat of arbitration.’” 37. The Court in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] then concluded in para 194 as follows : (SCC p. 647) “194. In view of the above discussion, we are of the considered opinion that the Arbitration Act, 1996 has accepted the territoriality principle which has been adopted in the UNCITRAL Model Law. Section 2(2) makes a declaration that Part I of the Arbitration Act, 1996 shall apply to all arbitrations which take place within India. We are of the considered opinion that Part I of the Arbitration Act, 1996 would have no application to international commercial arbitration held outside India. Therefore, such awards would only be subject to the jurisdiction of the Indian courts when the same are sought to be enforced in India in accordance with the provisions contained in Part II of the Arbitration Act, 1996. In our opinion, the provisions contained in the Arbitration Act, 1996 make it crystal clear that there can be no overlapping or intermingling of the provisions contained in Part I with the provisions contained in Part II of the Arbitration Act, 1996.” 38. A reading of paras 75, 76, 96, 110, 116, 123 and 194 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] would show that where parties have selected the seat of arbitration in their agreement, such selection would then amount to an - 29 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 exclusive jurisdiction clause, as the parties have now indicated that the courts at the “seat” would alone have jurisdiction to entertain challenges against the arbitral award which have been made at the seat. The example given in para 96 buttresses this proposition, and is supported by the previous and subsequent paragraphs pointed out hereinabove. The BALCO judgment, when read as a whole, applies the concept of “seat” as laid down by the English judgments (and which is in Section 20 of the Arbitration Act, 1996), by harmoniously construing Section 20 with Section 2(1)(e), so as to broaden the definition of “court”, and bring within its ken courts of the “seat” of the arbitration 39. However, this proposition is contradicted when para 96 of BALCO speaks of the concurrent jurisdiction of courts within whose jurisdiction the cause of action arises wholly or in part, and Courts within the jurisdiction of which the dispute resolution i.e. arbitration, is located. 40. Para 96 of BALCO case is in several parts. First and foremost, Section 2(1)(e), which is the definition of “court” under the Arbitration Act, 1996 was referred to, and was construed keeping in view the provisions in Section 20 of the Arbitration Act, 1996, which give recognition to party autonomy in choosing the seat of the arbitration proceedings. Secondly, the Court went on to state in two places in the said paragraph that jurisdiction is given to two sets of courts, namely, those courts which would have jurisdiction where the cause of action is located; and those courts where the arbitration takes place. However, when it came to providing a neutral place as the “seat” of arbitration - 30 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 proceedings, the example given by the five-Judge Bench made it clear that appeals under Section 37 of the Arbitration Act, 1996 against interim orders passed under Section 17 of the Arbitration Act, 1996 would lie only to the courts of the seat — which is Delhi in that example — which are the courts having supervisory control, or jurisdiction, over the arbitration proceedings. The example then goes on to state that this would be irrespective of the fact that the obligations to be performed under the contract, that is the cause of action, may arise in part either at Mumbai or Kolkata. The fact that the arbitration is to take place in Delhi is of importance. However, the next sentence in the said paragraph reiterates the concurrent jurisdiction of both courts. 41. This Court has held that judgments of Courts are not to be construed as statutes, neither are they to be read as Euclid's theorems. All observations made must be read in the context in which they appear. This was felicitously put in Amar Nath Om Prakash v. State of Punjab, where this Court stated : (SCC pp. 362-63, para 10) “10. There is one other significant sentence in Sreenivasa General Traders v. State of A.P. with which we must express our agreement, it was said : (SCC p. 377, para 27) ‘27. … With utmost respect, these observations of the learned Judge are not to be read as Euclid's theorems, nor as provisions of a statute. These observations must be read in the context in which they appear.’ - 31 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 We consider it proper to say, as we have already said in other cases, that judgments of courts are not to be construed as statutes. To interpret words, phrases and provisions of a statute, it may become necessary for Judges to embark into lengthy discussions but the discussion is meant to explain and not to define. Judges interpret statutes, they do not interpret judgments. They interpret words of statutes; their words are not to be interpreted as statutes. In London Graving Dock Co. Ltd. v. Horton ‘…The matter cannot, of course, be settled merely by treating the ipsissima verba of Willes, J., as though they were part of an Act of Parliament and applying the rules of interpretation appropriate thereto. This is not to detract from the great weight to be given to the language actually used by that most distinguished Judge.…’ In Home Office v. Dorset Yacht Co. Ltd. [Home Office v. Dorset Yacht Co. Ltd., 1970 AC 1004 : (1970) 2 WLR 1140 (HL)] Lord Reid said : (AC p. 1027) ‘…Lord Atkin's speech M'Alister (or Donoghue) v. Stevenson … is not to be treated as if it was a statutory definition. It will require qualification in new circumstances.’ Megarry, J. in Shepherd Homes Ltd. v. Sandham (No. 2) [Shepherd Homes Ltd. v. Sandham (No. 2), (1971) 1 WLR 1062] observed : (WLR p. 1069) ‘… One must not, of course, construe even a reserved judgment of even Russell, L.J. as if it were an Act of Parliament.’ - 32 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 And, in British Railways Board v. Herrington [British Railways Board v. Herrington, 1972 AC 877 : (1972) 2 WLR 537 (HL)] Lord Morris said : (AC p. 902) ‘There is always peril in treating the words of a speech or a judgment as though they were words in a legislative enactment, and it is to be remembered that judicial utterances are made in the setting of the facts of a particular case.’” 42. More recently, this Court in Union of India v. Amrit Lal] held as follows : (SCC p. 83, para 15) “15. Cases involving challenges to orders of detention before and after execution of the order stand on different footings. Courts should not place reliance on decisions without discussing as to how the factual situation fits in with the fact situation of the decision on which reliance is placed. Observations of courts are neither to be read as Euclid's theorems nor as provisions of the statute and that too taken out of their context. These observations must be read in the context in which they appear to have been stated. Judgments of courts are not to be construed as statutes. To interpret words, phrases and provisions of a statute, it may become necessary for judges to embark into lengthy discussions but the discussion is meant to explain and not to define. Judges interpret statutes, they do not interpret judgments. They interpret words of statutes; their words are not to be interpreted as statutes.” 43. In any case, a judgment must be read as a whole, so that conflicting parts may be harmonised to reveal the true ratio of the judgment. However, if this is not - 33 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 possible, and it is found that the internal conflicts within the judgment cannot be resolved, then the first endeavour that must be made is to see whether a ratio decidendi can be culled out without the conflicting portion. If not, then, as held by Lord Denning in Harper v. National Coal Board the binding nature of the precedent on the point on which there is a conflict in a judgment, comes under a cloud. [ In Harper, 1974 QB 614 : (1974) 2 WLR 775 : (1974) 2 All ER 441 (CA), the decision in Central Asbestos Co. Ltd. v. Dodd, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL), a House of Lords judgment, had to be applied. It was found that two learned Law Lords decided the question of law in favour of Dodd, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL), whereas two learned Law Lords decided the question of law against Dodd, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL), stating that his claim was barred. As Lord Denning stated, the fifth Law Lord, Lord Pearson, was the odd man out, in that he agreed with the two learned Law Lords that the law did not support Dodd case, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL), but agreed with the minority judges that Dodd, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL) claim was not barred. This being the case, Lord Denning spoke of the precedential value of Dodd case, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL) as follows: “How then do we stand on the law? We have listened to a most helpful discussion by Mr McCullough on the doctrine of precedent. One thing is clear. We can only - 34 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 accept a line of reasoning which supports the actual decision of the House of Lords. By no possibility can we accept any reasoning which would show the decision itself to be wrong. The second proposition is that if we can discover the reasoning on which the majority based their decision, then we should accept that as binding upon us. The third proposition is that, if we can discover the reasoning on which the minority base their decision, we should reject it. It must be wrong because it led them to the wrong result. The fourth proposition is that, if we cannot discover the reasoning on which the majority based their decision, we are not bound by it. We are free to adopt any reasoning which appears to us to be correct, so long as it supports the actual decision of the House .In support of those propositions, I would refer to the speech of Lord Dunedin in Great Western Railway Co. v. Owners of S.S. Mostyn, 1928 AC 57, pp. 73-74 (HL), and of Lord MacDermott in Walsh v. Curry, 1955 NI 112 (CA), pp. 124- 125 and of Viscount Simonds in Midland Silicones Ltd. v. Scruttons Ltd., 1962 AC 446, pp. 468-469 : (1962) 2 WLR 186 (HL)Applying the propositions to Central Asbestos Co. Ltd. v. Dodd, 1973 AC 518 : (1972) 3 WLR 333 : (1972) 2 All ER 1135 (HL), the position stands thus : (1) the actual decision of the House in favour of Dodd must be accepted as correct, We cannot accept any line of reasoning which would show it to be wrong. We cannot therefore accept the reasoning of a minority of two — Lord Simon of Glaisdale and Lord Salmon — on the law. It must be wrong because it led them to the wrong result. (2) We ought to accept the - 35 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 reasoning of the three in the majority if we can discover it. But it is not discoverable. The three were divided. Lord Reid and Lord Morris of Borth-y-Gest took one view of the law. Lord Pearson took another. We cannot say that Lord Reid and Lard Morris of Borth-y-Gest were correct : because we know that their reasoning on the law was in conflict with the reasoning of the other three. We cannot say that Lord Pearson was correct : because we know that the reasoning which he accepted on the law led the other two (Lord Simon of Glaisdale and Lord Salmon) to a wrong conclusion. So we cannot say that any of the three in the majority was correct. (3) The result is that there is no discernible ratio among the majority of the House of Lords. In these circumstances I think we are at liberty to adopt the reasoning which appears to us to be correct.” (Harper case, 1974 QB 614, pp. 621-22)(emphasis in original)] 44. If paras 75, 76, 96, 110, 116, 123 and 194 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] are to be read together, what becomes clear is that Section 2(1)(e) has to be construed keeping in view Section 20 of the Arbitration Act, 1996, which gives recognition to party autonomy — the Arbitration Act, 1996 having accepted the territoriality principle in Section 2(2), following the UNCITRAL Model Law. The narrow construction of Section 2(1)(e) was expressly rejected by the five-Judge Bench in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] . This being so, what has then to - 36 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 be seen is what is the effect Section 20 would have on Section 2(1)(e) of the Arbitration Act, 1996. 45. It was not until this Court's judgment in Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] that the provisions of Section 20 were properly analysed in the light of the 246th Report of the Law Commission of India titled, “Amendments to the Arbitration and Conciliation Act, 1996” (August, 2014) (hereinafter referred to as “the Law Commission Report, 2014”), under which Sections 20(1) and (2) would refer to the “seat” of the arbitration, and Section 20(3) would refer only to the “venue” of the arbitration. Given the fact that when parties, either by agreement or, in default of there being an agreement, where the Arbitral Tribunal determines a particular place as the seat of the arbitration under Section 31(4) of the Arbitration Act, 1996, it becomes clear that the parties having chosen the seat, or the Arbitral Tribunal having determined the seat, have also chosen the courts at the seat for the purpose of interim orders and challenges to the award. 46. This Court in Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , after referring to Sections 2(1)(e) and 20 of the Arbitration Act, 1996, and various judgments distinguishing between the “seat” of an arbitral proceeding and “venue” of such proceeding, referred to the Law Commission Report, 2014 - 37 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 and the recommendations made therein as follows : (SCC pp. 692-93, paras 17-20) “17. In amendments to be made to the Act, the Law Commission recommended the following: ‘Amendment of Section 20 12. In Section 20, delete the word “place” and add the words “seat and venue” before the words “of arbitration”. (i) In sub-section (1), after the words “agree on the” delete the word “place” and add words “seat and venue”. (ii) In sub-section (3), after the words “meet at any” delete the word “place” and add word “venue”. [Note.—The departure from the existing phrase “place” of arbitration is proposed to make the wording of the Act consistent with the international usage of the concept of a “seat” of arbitration, to denote the legal home of the arbitration. The amendment further legislatively distinguishes between the “[legal] seat” from a “[mere] venue” of arbitration.] Amendment of Section 31 17. In Section 31 (i) In sub-section (4), after the words “its date and the” delete the word “place” and add the word “seat”.’ 18. The amended Act, does not, however, contain the aforesaid amendments, presumably because the BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] judgment in no uncertain terms has referred to “place” as “juridical seat” for the purpose of Section 2(2) of the Act. It further made it clear that Sections 20(1) and 20(2) where the word “place” - 38 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 is used, refers to “juridical seat”, whereas in Section 20(3), the word “place” is equivalent to “venue”. This being the settled law, it was found unnecessary to expressly incorporate what the Constitution Bench of the Supreme Court has already done by way of construction of the Act. 19. A conspectus of all the aforesaid provisions shows that the moment the seat is designated, it is akin to an exclusive jurisdiction clause. On the facts of the present case, it is clear that the seat of arbitration is Mumbai and Clause 19 further makes it clear that jurisdiction exclusively vests in the Mumbai courts. Under the law of arbitration, unlike the Code of Civil Procedure which applies to suits filed in courts, a reference to “seat” is a concept by which a neutral venue can be chosen by the parties to an arbitration clause. The neutral venue may not in the classical sense have jurisdiction — that is, no part of the cause of action may have arisen at the neutral venue and neither would any of the provisions of Sections 16 to 21 of the Code of Civil Procedure be attracted. In arbitration law however, as has been held above, the moment “seat” is determined, the fact that the seat is at Mumbai would vest Mumbai courts with exclusive jurisdiction for purposes of regulating arbitral proceedings arising out of the agreement between the parties. 20. It is well settled that where more than one court has jurisdiction, it is open for the parties to exclude all other courts. For an exhaustive analysis of the case law, see Swastik Gases (P) Ltd. v. Indian Oil Corpn. Ltd. [Swastik Gases (P) Ltd. v. Indian Oil Corpn. Ltd., (2013) 9 SCC 32 : - 39 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (2013) 4 SCC (Civ) 157] This was followed in a recent judgment in B.E. Simoese Von Staraburg Niedenthal v. Chhattisgarh Investment Ltd. [B.E. Simoese Von Staraburg Niedenthal v. Chhattisgarh Investment Ltd., (2015) 12 SCC 225 : (2016) 1 SCC (Civ) 427] . Having regard to the above, it is clear that Mumbai courts alone have jurisdiction to the exclusion of all other courts in the country, as the juridical seat of arbitration is at Mumbai. This being the case, the impugned judgment [Datawind Innovations (P) Ltd. v. Indus Mobile Distribution (P) Ltd., 2016 SCC OnLine Del 3744 : (2016) 158 DRJ 391] is set aside. The injunction confirmed by the impugned judgment will continue for a period of four weeks from the date of pronouncement of this judgment, so that the respondents may take necessary steps under Section 9 in the Mumbai Court. Appeals are disposed of accordingly.” This judgment has recently been followed in Brahmani River Pellets Ltd. v. Kamachi Industries Ltd. [Brahmani River Pellets Ltd. v. Kamachi Industries Ltd., (2020) 5 SCC 462 : 2019 SCC OnLine SC 929 at para 15] 47. In fact, the Law Commission Report, 2014 also recommended an amendment in the definition of “court” under Section 2(1)(e) of the Arbitration Act, 1996, so that in the case of international commercial arbitrations held in India, the High Court alone should be the “court” for the purposes of the Arbitration Act, 1996, even where such a High Court does not exercise ordinary original jurisdiction. The recommendation made by the Law Commission, which - 40 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 was followed, leading to an amendment of the Arbitration Act, 1996, is as follows: “26. It is recommended that in case of international commercial arbitrations, where there is a significant foreign element to the transaction and at least one of the parties is foreign, the relevant “court” which is competent to entertain proceedings arising out of the arbitration agreement, should be the High Court, even where such a High Court does not exercise ordinary civil jurisdiction. It is expected that this would ensure that international commercial arbitrations, involving foreign parties, will be heard expeditiously and by commercial oriented Judges at the High Court level. …” Amendment of Section 2 1. In Section 2 of the Arbitration and Conciliation Act, 1996 (hereinafter referred to as the principal Act)— *** (ii) In sub-section (1), clause (e), after the words “court means”— add sub-section (i) beginning with the words “in the case of an arbitration other than international commercial arbitration”, before the words “the Principal civil court of Original Jurisdiction” In sub-section (1), clause (e) replace sub-clause (ii) by following: ‘1. (e)(ii) in the case of an international commercial arbitration, the High Court exercising jurisdiction over the Principal civil court of original jurisdiction in a district, and includes the High Court in exercise of its ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject-matter of the arbitration if the same had - 41 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 been the subject-matter of a suit, but does not include any court of a grade inferior to such High Court, or in cases involving grant of interim measures in respect of arbitrations outside India, the High Court exercising jurisdiction over the court having jurisdiction to grant such measures as per the laws of India, and includes the High Court in exercise of its ordinary original civil jurisdiction.’ [Note.—This is to solve the problem of conflict of jurisdiction that would arise in cases where interim measures are sought in India in cases of arbitrations seated outside India. This also ensures that in international commercial arbitrations, jurisdiction is exercised by the High Court, even if such High Court does not exercise ordinary original civil jurisdiction.]” 48. The aforesaid amendment carried out in the definition of “Court” is also a step showing the right direction, namely, that in international commercial arbitrations held in India, the High Court alone is to exercise jurisdiction over such proceedings, even where no part of the cause of action may have arisen within the jurisdiction of such High Court, such High Court not having ordinary original jurisdiction. In such cases, the “place” where the award is delivered alone is looked at, and the High Court given jurisdiction to supervise the arbitration proceedings, on the footing of its jurisdiction to hear appeals from decrees of courts subordinate to it, which is only on the basis of territorial jurisdiction which in turn relates to the “place” where the award is made. In the light of this important change in the law, Section 2(1)(e)(i) of the - 42 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Arbitration Act, 1996 must also be construed in the manner indicated by this judgment. 49. Take the consequence of the opposite conclusion, in the light of the facts of a given example, as follows. New Delhi is specifically designated to be the seat of the arbitration in the arbitration clause between the parties. Part of the cause of action, however, arises in several places, including where the contract is partially to be performed, let us say, in a remote part of Uttarakhand. If concurrent jurisdiction were to be the order of the day, despite the seat having been located and specifically chosen by the parties, party autonomy would suffer, which BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] specifically states cannot be the case. Thus, if an application is made to a District Court in a remote corner of the Uttarakhand hills, which then becomes the court for the purposes of Section 42 of the Arbitration Act, 1996 where even Section 34 applications have then to be made, the result would be contrary to the stated intention of the parties — as even though the parties have contemplated that a neutral place be chosen as the seat so that the courts of that place alone would have jurisdiction, yet, any one of five other courts in which a part of the cause of action arises, including courts in remote corners of the country, would also be clothed with jurisdiction. This obviously cannot be the case. If, therefore, the conflicting portion of the judgment of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] in para 96 is kept aside for a - 43 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 moment, the very fact that parties have chosen a place to be the seat would necessarily carry with it the decision of both parties that the courts at the seat would exclusively have jurisdiction over the entire arbitral process. 50. In fact, subsequent Division Benches of this Court have understood the law to be that once the seat of arbitration is chosen, it amounts to an exclusive jurisdiction clause, insofar as the courts at that seat are concerned. In Enercon (India) Ltd. v. Enercon GmbH [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , this Court approved the dictum in Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] as follows : (Enercon case [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , SCC p. 55, para 126) “126. Examining the fact situation in the case, the Court in Shashoua case [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] observed as follows: ‘The basis for the court's grant of an anti-suit injunction of the kind sought depended upon the seat of the arbitration. An agreement as to the seat of an arbitration brought in the law of that country as the curial law and was analogous to an exclusive jurisdiction clause. Not only was there agreement to the curial law of the seat, but also to the courts of the seat having supervisory jurisdiction over the arbitration, so that, by agreeing to the seat, the parties agreed that any challenge to an interim or final award was - 44 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 to be made only in the courts of the place designated as the seat of the arbitration. Although, “venue” was not synonymous with “seat”, in an arbitration clause which provided for arbitration to be conducted in accordance with the Rules of the ICC in Paris (a supranational body of rules), a provision that “the venue of arbitration shall be London, United Kingdom” did amount to the designation of a juridical seat.…’ In para 54, it is further observed as follows: ‘There was a little debate about the possibility of the issues relating to the alleged submission by the claimants to the jurisdiction of the High Court of Delhi being heard by that Court, because it was best fitted to determine such issues under the Indian law. Whilst I found this idea attractive initially, we are persuaded that it would be wrong in principle to allow this and that it would create undue practical problems in any event. On the basis of what I have already decided, England is the seat of the arbitration and since this carries with it something akin to an exclusive jurisdiction clause, as a matter of principle the foreign court should not decide matters which are for this Court to decide in the context of an anti-suit injunction.’” 51. The Court in Enercon [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] then concluded : (SCC p. 60, para 138) “138. Once the seat of arbitration has been fixed in India, it would be in the nature of exclusive jurisdiction to exercise the supervisory powers over the arbitration.” - 45 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 52. In Reliance Industries Ltd. [Reliance Industries Ltd. v. Union of India, (2014) 7 SCC 603 : (2014) 3 SCC (Civ) 737] , this Court held : (SCC pp. 627, 630-31, paras 45, 55-56) “45. In our opinion, it is too late in the day to contend that the seat of arbitration is not analogous to an exclusive jurisdiction clause. This view of ours will find support from numerous judgments of this Court. Once the parties had consciously agreed that the juridical seat of the arbitration would be London and that the arbitration agreement will be governed by the laws of England, it was no longer open to them to contend that the provisions of Part I of the Arbitration Act would also be applicable to the arbitration agreement. This Court in Videocon Industries Ltd. v. Union of India [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC (Civ) 257] has clearly held as follows : (SCC p. 178, para 33) ‘33. In the present case also, the parties had agreed that notwithstanding Article 33.1, the arbitration agreement contained in Article 34 shall be governed by laws of England. This necessarily implies that the parties had agreed to exclude the provisions of Part I of the Act. As a corollary to the above conclusion, we hold that the Delhi High Court did not have the jurisdiction to entertain the petition filed by the respondents under Section 9 of the Act and the mere fact that the appellant had earlier filed similar petitions was not sufficient to clothe that High Court with the jurisdiction to entertain the petition filed by the respondents.’ - 46 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 55. The effect of choice of seat of arbitration was considered by the Court of Appeal in C v. D [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] . This judgment has been specifically approved by this Court in Balco [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] and reiterated in Enercon (India) Ltd. v. Enercon Gmbh [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] . In C v. D [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] , the Court of Appeal has observed : (C case [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] , Bus LR p. 851, para 16) ‘Primary conclusion 16. I shall deal with Mr Hirst's arguments in due course but, in my judgment, they fail to grapple with the central point at issue which is whether or not, by choosing London as the seat of the arbitration, the parties must be taken to have agreed that proceedings on the award should be only those permitted by English law. In my view they must be taken to have so agreed for the reasons given by the Judge. The whole purpose of the balance achieved by the Bermuda form (English arbitration but applying New York law to issues arising under the policy) is that judicial remedies in respect of the award should be those permitted by English law and only those so permitted. Mr Hirst could not say (and did not say) that English judicial remedies for lack of jurisdiction on procedural irregularities under Sections 67 and 68 of the 1996 Act were not permitted; he was reduced to saying that New York judicial remedies were also permitted. That, - 47 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 however, would be a recipe for litigation and (what is worse) confusion which cannot have been intended by the parties. No doubt New York Law has its own judicial remedies for want of jurisdiction and serious irregularity but it could scarcely be supposed that a party aggrieved by one part of an award could proceed in one jurisdiction and a party aggrieved by another part of an award could proceed in another jurisdiction. Similarly, in the case of a single complaint about an award, it could not be supposed that the aggrieved party could complain in one jurisdiction and the satisfied party be entitled to ask the other jurisdiction to declare its satisfaction with the award. There would be a serious risk of parties rushing to get the first judgment or of conflicting decisions which the parties cannot have contemplated.’ 56. The aforesaid observations in C v. D [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] were subsequently followed by the High Court of Justice, Queen's Bench Division, Commercial Court (England) in Sulamérica Cia Nacional de Seguros SA v. Enesa Engelharia SA [Sulamérica Cia Nacional de Seguros SA v. Enesa Engelharia SA, (2013) 1 WLR 102 : 2012 EWCA Civ 638 : 2012 WL 14764 (CA)] . In laying down the same proposition, the High Court noticed that the issue in that case depended upon the weight to be given to the provision in Condition 12 of the insurance policy that “the seat of the arbitration shall be London, England”. It was observed that this necessarily carried with it the English Court's supervisory jurisdiction over the arbitration process. It was observed that: - 48 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 ‘this follows from the express terms of the Arbitration Act, 1996 and, in particular, the provisions of Section 2 which provide that Part I of the Arbitration Act, 1996 applies where the seat of the arbitration is in England and Wales or Northern Ireland. This immediately establishes a strong connection between the arbitration agreement itself and the law of England. It is for this reason that recent authorities have laid stress upon the locations of the seat of the arbitration as an important factor in determining the proper law of the arbitration agreement.’” 53. In Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , after clearing the air on the meaning of Section 20 of the Arbitration Act, 1996, the Court in para 19 (which has already been set out hereinabove) made it clear that the moment a seat is designated by agreement between the parties, it is akin to an exclusive jurisdiction clause, which would then vest the courts at the “seat” with exclusive jurisdiction for purposes of regulating arbitral proceedings arising out of the agreement between the parties. 54. Despite the aforesaid judgments of this Court, discordant notes have been struck by some of the High Courts. In Antrix Corpn. Ltd. [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] , a Division Bench of the Delhi High Court, after setting out para 96 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , then followed the reasoning of judgments [Nivaran - 49 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Solutions v. Aura Thia Spa Services (P) Ltd., 2016 SCC OnLine Bom 5062 : (2016) 5 Mah LJ 234] , [Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 777 : (2013) 5 Bom CR 29, Ed. : This is the decision of the Division Bench of the Bombay High Court which had reversed the decision of the Single Judge in Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 476 : (2013) 4 Bom CR 619. The decision of the Single Judge in Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 476 : (2013) 4 Bom CR 619, in fact stands affirmed herein by the Supreme Court.] of the Bombay High Court, in stating that the ratio decidendi of the 5-Judge Bench in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] is that courts would have concurrent jurisdiction, notwithstanding the designation of the seat of arbitration by agreement between the parties. The Delhi High Court stated : (Antrix Corpn. Ltd. case [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] , SCC OnLine Del para 52) “52. Having held that the statement in para 96 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] would apply to the present case as well, this Court has to examine its legal consequence in light of the law declared in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] . It is important to note that in the said paragraph (extracted above), the Supreme Court has noted that Section 2(1)(e) of the Arbitration Act confers - 50 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 jurisdiction to two courts over the arbitral process — the courts having subject-matter jurisdiction and the courts of the seat. This is evident both from the substantive holding of the paragraph as well as the example given by the Court. The Court notes that : (SCC p. 606) “96. … the legislature has intentionally given jurisdiction to two courts i.e. the court which would have jurisdiction where the cause of action is located and the courts where the arbitration takes place.” This is further reinforced by the example that the Court gave later in the same paragraph. In the example where the parties are from Mumbai and Kolkata and the obligations under the contract are to be performed at either Mumbai or Kolkata, and the parties have designated Delhi as the seat of the arbitration, in such a situation, both courts would have jurisdiction i.e. within whose jurisdiction the subject-matter of the suit is situated (either Mumbai or Kolkata) and the court within the jurisdiction of which the dispute resolution i.e. arbitration is located (which is Delhi). Moreover, the fact that the court interpreted the term “subject-matter of the suit” in the paragraph, also gives credence to the interpretation that the court recognised that Section 2(1)(e) gives jurisdiction to both the cause of action courts, and the court at the seat of the arbitration. If the Court were of the opinion that only the courts at the seat would have jurisdiction under Section 2(1)(e) and no other court, then it would be wholly unnecessary for the court to interpret the term “subject- matter of the suit”, since that court would anyway not have jurisdiction. In sum therefore, para 96 of BALCO [BALCO v. - 51 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] gives jurisdiction to both courts at the seat and the courts within whose jurisdiction the cause of action arises, if the dispute were the subject-matter of a suit. This is what the Bombay High Court in Konkola Copper Mines [Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 777 : (2013) 5 Bom CR 29, Ed. : This is the decision of the Division Bench of the Bombay High Court which had reversed the decision of the Single Judge in Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 476 : (2013) 4 Bom CR 619. The decision of the Single Judge in Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 476 : (2013) 4 Bom CR 619, in fact stands affirmed herein by the Supreme Court.] also interpreted BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] as holding: ‘The Supreme Court held that the provisions of Section 2(1)(e) are purely jurisdictional in nature and can have no relevance to the question whether any part of the cause of action has taken place outside India. The observations which have been extracted above, clearly establish that the Court where the arbitration takes place would be required to exercise supervisory control over the arbitral process. The Supreme Court has held that Parliament has given jurisdiction to two courts — the Court which would have jurisdiction where the cause of action is located and the Court where the arbitration takes place. - 52 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 This is evident from the example which is contained in the above quoted extract from the decision.’” 55. Having so stated, the Division Bench then went on to give a restricted meaning to Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] in para 56 as follows : (Antrix Corpn. Ltd. case [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] , SCC OnLine Del) “56. In Datawind [Datawind Innovations (P) Ltd. v. Indus Mobile Distribution (P) Ltd., 2016 SCC OnLine Del 3744 : (2016) 158 DRJ 391] , as the facts and the question framed by the Court in the second paragraph of its decision suggest, the Court was faced with a situation where the parties had designated both the seat and specified an exclusive forum selection clause. Therefore, its findings have to be interpreted in that light. In fact, were this Court to find otherwise, and interpret Datawind [Datawind Innovations (P) Ltd. v. Indus Mobile Distribution (P) Ltd., 2016 SCC OnLine Del 3744 : (2016) 158 DRJ 391] as holding that the designation of seat alone would amount to an exclusive forum selection clause in domestic arbitrations, then this would run contrary to the five-Judge decision in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , which as noticed above, gave jurisdiction under Section 2(1)(e) to two courts — one of which was the court of the seat, thereby clearly implying that the designation of a seat would not amount to an exclusive forum selection clause.” - 53 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 56. The Court then went on to state : (Antrix Corpn. Ltd. case [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] , SCC OnLine Del paras 58- 59) “58. The Court is of the opinion that in this case, only if the parties had designated the seat as New Delhi and also provided an exclusive forum selection clause in favour of the courts at New Delhi, could it be said that this Court would have exclusive jurisdiction over all applications filed under the Arbitration Act. Indeed, it is open to parties to an arbitration to designate a particular forum as the exclusive forum to which all applications under the Act would lie. This would merely be an exercise of the right of the parties to choose one among multiple competent forums as the exclusive forum. This is a clearly permissible exercise of the right of party autonomy as held by the Supreme Court in Swastik Gases (P) Ltd.v. Indian Oil Corpn. Ltd. [Swastik Gases (P) Ltd. v. Indian Oil Corpn. Ltd., (2013) 9 SCC 32 : (2013) 4 SCC (Civ) 157] . Conversely, merely choosing a seat, cannot amount to exercising such a right of exclusive forum selection. 59. This court is of opinion that, holding otherwise would in effect render Section 42 of the Arbitration Act ineffective and useless. Section 42 of the Act presupposes that there is more than one competent forum to hear applications under the Arbitration Act, and hence to ensure efficacy of dispute resolution, this provision enacts that the court, which is first seized of any such application under the Act, would be the only court possessing jurisdiction to hear - 54 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 all subsequent applications. If seat were equivalent to an exclusive forum selection clause in Part-I arbitrations, then every time parties would designate a seat, that would in effect mean that Section 42 would have no application. Thus, only those few situations where parties do not actually designate any seat (and thus no exclusive competence is conferred on one forum) would Section 42 have any role. In fact, often, when parties do not agree upon a seat in the arbitration agreement, for convenience, the Arbitral Tribunal designates a particular seat of the arbitration, or the agreement vests the discretion in the tribunal to decide the seat (and not just the “venue”). In all those circumstances then as well, the decision of the tribunal to agree upon a “seat” would amount to an exclusive jurisdiction clause and Section 42 would have no application. This would dilute Section 42 and would accordingly, be contrary to Parliamentary intent. Undoubtedly, in the present case, the parties have only chosen the seat as New Delhi and have not specified an exclusive forum selection clause. Therefore, it cannot be said that the courts in Delhi have exclusive competence to entertain applications under the Arbitration Act in the present dispute. The jurisdiction of the courts where the cause of action arises, which in this case, is the Bangalore City civil court, cannot be said to have been excluded therefore. Accordingly, question (ii) is also answered in favour of Antrix.” 57. The view of the Delhi High Court in Antrix Corpn. Ltd. [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 - 55 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 SCC OnLine Del 9338] , which followed judgments [Nivaran Solutions v. Aura Thia Spa Services (P) Ltd., 2016 SCC OnLine Bom 5062 : (2016) 5 Mah LJ 234] , [Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 777 : (2013) 5 Bom CR 29] of the Bombay High Court, does not commend itself to us. First and foremost, it is incorrect to state that the example given by the Court in para 96 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] reinforces the concurrent jurisdiction aspect of the said paragraph. As has been pointed out by us, the conclusion that the Delhi as well as the Mumbai or Kolkata courts would have jurisdiction in the example given in the said paragraph is wholly incorrect, given the sentence, “This would be irrespective of the fact that the obligations to be performed under the contract were to be performed either at Mumbai or at Kolkata, and only arbitration is to take place in Delhi”. The sentence which follows this is out of sync with this sentence, and the other paragraphs of the judgment. Thus, BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] does not “unmistakably” hold that two courts have concurrent jurisdiction i.e. the seat court and the court within whose jurisdiction the cause of action arises. What is missed by these High Court judgments is the subsequent paragraphs in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , which clearly and unmistakably state that the choosing of a “seat” amounts to the choosing of the exclusive jurisdiction - 56 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 of the courts at which the “seat” is located. What is also missed are the judgments of this Court in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] and Reliance Industries Ltd. [Reliance Industries Ltd. v. Union of India, (2014) 7 SCC 603 : (2014) 3 SCC (Civ) 737] 58. Equally, the ratio of the judgment in Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , is contained in paras 19 and 20. Two separate and distinct reasons are given in Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] for arriving at the conclusion that the courts at Mumbai alone would have jurisdiction. The first reason, which is independent of the second, is that as the seat of the arbitration was designated as Mumbai, it would carry with it the fact that courts at Mumbai alone would have jurisdiction over the arbitration process. The second reason given was that in any case, following the Hakam Singh [Hakam Singh v. Gammon (India) Ltd., (1971) 1 SCC 286] principle, where more than one court can be said to have jurisdiction, the agreement itself designated the Mumbai courts as having exclusive jurisdiction. It is thus wholly incorrect to state that Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] has a limited ratio decidendi contained in para 20 alone, and that para 19, if read by itself, would run contrary to the 5-Judge - 57 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Bench decision in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] . 59. Equally incorrect is the finding in Antrix Corpn. Ltd. [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] that Section 42 of the Arbitration Act, 1996 would be rendered ineffective and useless. Section 42 is meant to avoid conflicts in jurisdiction of courts by placing the supervisory jurisdiction over all arbitral proceedings in connection with the arbitration in one court exclusively. This is why the section begins with a non obstante clause, and then goes on to state “…where with respect to an arbitration agreement any application under this part has been made in a court…” It is obvious that the application made under this part to a court must be a court which has jurisdiction to decide such application. The subsequent holdings of this court, that where a seat is designated in an agreement, the courts of the seat alone have jurisdiction, would require that all applications under Part I be made only in the court where the seat is located, and that court alone then has jurisdiction over the arbitral proceedings and all subsequent applications arising out of the arbitral agreement. So read, Section 42 is not rendered ineffective or useless. Also, where it is found on the facts of a particular case that either no “seat” is designated by agreement, or the so-called “seat” is only a convenient “venue”, then there may be several courts where a part of the cause of action arises that may have jurisdiction. Again, an application under Section 9 of the Arbitration Act, 1996 - 58 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 may be preferred before a court in which part of the cause of action arises in a case where parties have not agreed on the “seat” of arbitration, and before such “seat” may have been determined, on the facts of a particular case, by the Arbitral Tribunal under Section 20(2) of the Arbitration Act, 1996. In both these situations, the earliest application having been made to a court in which a part of the cause of action arises would then be the exclusive court under Section 42, which would have control over the arbitral proceedings. For all these reasons, the law stated by the Bombay and Delhi High Courts in this regard is incorrect and is overruled. Tests for determination of “seat” 60. The judgments of the English courts have examined the concept of the “juridical seat” of the arbitral proceedings, and have laid down several important tests in order to determine whether the “seat” of the arbitral proceedings has, in fact, been indicated in the agreement between the parties. The judgment of Cooke, J., in Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] , states: “34. London arbitration is a well-known phenomenon which is often chosen by foreign nationals with a different law, such as the law of New York, governing the substantive rights of the parties. This is because of the legislative framework and supervisory powers of the courts here which many parties are keen to adopt. When therefore there is an express designation of the arbitration venue as London and no designation of any alternative place as the seat, combined - 59 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 with a supranational body of rules governing the arbitration and no other significant contrary indicia, the inexorable conclusion is, to my mind, that London is the juridical seat and English Law the curial law. In my judgment it is clear that either London has been designated by the parties to the arbitration agreement as the seat of the arbitration, or, having regard to the parties' agreement and all the relevant circumstances, it is the seat to be determined in accordance with the final fall back provision of Section 3 of the Arbitration Act.” 61. It will thus be seen that wherever there is an express designation of a “venue”, and no designation of any alternative place as the “seat”, combined with a supranational body of rules governing the arbitration, and no other significant contrary indicia, the inexorable conclusion is that the stated venue is actually the juridical seat of the arbitral proceeding. 62. In Enercon GmbH v. Enercon (India) Ltd. [Enercon GmbH v. Enercon (India) Ltd., 2012 EWHC 689 (Comm) : (2012) 1 Lloyd's Rep 519] , the arbitration clause between the parties read as follows: “18.3. All proceedings in such arbitration shall be conducted in English. The venue of the arbitration proceedings shall be London. The arbitrators may (but shall not be obliged to) award costs and reasonable expenses (including reasonable fees of counsel) to the party(ies) that substantially prevail on merit. The provisions of the Indian Arbitration and Conciliation Act, 1996 shall apply.” - 60 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 63. The Court in Enercon GmbH [Enercon GmbH v. Enercon (India) Ltd., 2012 EWHC 689 (Comm) : (2012) 1 Lloyd's Rep 519] began its discussion on the “seat” of the arbitration by referring to Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] , and then referring to “The Conflict of Laws”, Dicey, Morris & Collins, 14th Edn. as follows: “58. Moreover, as Cooke, J. noted, this conclusion is consistent with the views expressed in The Conflict of Laws, Dicey, Morris & Collins, 14th Edition at ¶16-035 where the authors state that the seat “is in most cases sufficiently indicated by the country chosen as the place of the arbitration. For such a choice of place not to be given effect as a choice of seat, there will need to be clear evidence that the parties … agreed to choose another seat for the arbitration and that such a choice will be effective to endow the courts of that country with jurisdiction to supervise and support the arbitration”. 59. Apart from the last sentence in Clause 18.3 (i.e. “The provisions of the Indian Arbitration and Conciliation Act, 1996 shall apply”), it seems to me that the conclusion that London is the “seat” of any arbitration there-under is beyond any possible doubt. Thus, the main issue is whether this last sentence is to be regarded as “significant contrary indicia” (using the language of Cooke, J.) so as to place the “seat” of the arbitration in India. A similar issue was considered by Saville, J. in Union of India v. McDonnell Douglas [Union of India v. McDonnell Douglas Corpn., (1993) 2 Lloyd's Rep 48] which, of course, pre-dates the - 61 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 English 1996 Act. The arbitration agreement in that case provided as follows:“In the event of a dispute arising out of or in connection with this agreement…the same shall be referred to an Arbitration Tribunal…The arbitration shall be conducted in accordance with the procedure provided in the Indian Arbitration Act of 1940 or any enactment or modification thereof. The arbitration shall be conducted in the English language…The seat of the arbitration proceedings shall be London, United Kingdom.” Saville, J. expressed the view that the arguments on both sides were “finely balanced” but in effect concluded that the reference to the Indian Arbitration Act, 1940 did not have the effect of changing the “seat” of the arbitration designated by the parties. Rather, the phrase referring to the 1940 Act was to be reconciled with the rest of the clause by reading it as referring to the internal conduct of the arbitration as opposed to the external supervision of the arbitration by the courts.” 64. The Court in Enercon GmbH [Enercon GmbH v. Enercon (India) Ltd., 2012 EWHC 689 (Comm) : (2012) 1 Lloyd's Rep 519] then held that although the word “venue” is not synonymous with “seat”, on the facts of that case, London — though described as the “venue” — was really the “seat” of the arbitration. This was for the reason that London was a neutral place in which neither party worked for gain, and in which no part of the cause of action arose. It was thus understood to be a neutral place in which the proceedings could be “anchored”. Secondly, the Court stressed on the expression “arbitration proceedings” in - 62 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Clause 18.3, which the Court held to be an expression which included not just one or more individual hearings, but the arbitral proceedings as a whole, culminating in the making of an award. The Court held: “63. Second, the language in Clause 18.3 refers to the “arbitration proceedings”. That is an expression which includes not just one or more individual or particular hearings but the arbitration proceedings as a whole including the making of an award. In other words the parties were anchoring the whole arbitration process in London right up to and including the making of an award. The place designated for the making of an award is a designation of seat. Moreover the language in Clause 18.3 does not refer to the venue of all hearings “taking place” in London. Clause 18.3 instead provides that the venue of the arbitration proceedings “shall be” London. This again suggests the parties intended to anchor the arbitration proceedings to and in London rather than simply physically locating the arbitration hearings in London. Indeed in a case where evidence might need to be taken or perhaps more likely inspected in India it would make no commercial sense to construe the provision as mandating all hearings to take place in a physical place as opposed to anchoring the arbitral process to and in a designated place. All agreements including an arbitration agreement should be construed to accord with business common sense. In my view, there is no business common sense to construe the arbitration agreement (as contended for by EIL) in a manner which would simply deprive the arbitrators of an important - 63 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 discretion that they possess to hear evidence in a convenient geographical location. 64. Third, Joseph QC submitted that the last sentence of Clause 18.3 can be reconciled with the choice of London as the seat. First, he submitted that it can be read as referring simply to Part II of the Indian 1996 Act i.e. the enforcement provisions. Edey QC's response was that if that is all the last sentence meant, then it would be superfluous. However, I do not consider that any such superfluity carries much, if any, weight. Alternatively, Joseph QC submitted that it can be read as referring only to those provisions of the Indian 1996 Act which were not inconsistent with the English 1996 Act.” 65. The Court in Enercon GmbH [Enercon GmbH v. Enercon (India) Ltd., 2012 EWHC 689 (Comm) : (2012) 1 Lloyd's Rep 519] then held that the reference to the Indian Arbitration Act, 1996 would not make London the “venue” and India the “seat” of the arbitral process for several reasons, including the fact that in earlier agreements between the same parties, the seat of arbitral proceedings was India, which was changed by this agreement to London — the explanation for this change being to render an award enforceable in India under the provisions of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958). 66. In Shagang South-Asia (Hong Kong) Trading Co. Ltd. v. Daewoo Logistics [Shagang South-Asia (Hong Kong) Trading Co. Ltd. v. Daewoo Logistics, 2015 EWHC 194] , the Queen's Bench Division (Commercial Courts) dealt with - 64 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 a “Fixture Note” in which the respondent agreed to charter a vessel to Shangang, China. The Fixture Note provided: “23.ARBITRATION TO BE HELD IN HONGKONG. ENGLISH LAW TO BE APPLIED.” 67. After referring to Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] and Enercon GmbH [Enercon GmbH v. Enercon (India) Ltd., 2012 EWHC 689 (Comm) : (2012) 1 Lloyd's Rep 519] , the Court in Shagang South-Asia (Hong Kong) Trading Co. Ltd. [Shagang South-Asia (Hong Kong) Trading Co. Ltd. v. Daewoo Logistics, 2015 EWHC 194] held: “38. In my judgment the approach adopted in Shashoua v. Sharma [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] and in other cases is appropriate in this case also. An agreement that the arbitration is “to be held in Hong Kong” would ordinarily carry with it an implied choice of Hong Kong as the seat of the arbitration and of the application of Hong Kong law as the curial law. Clear words or “significant contrary indicia” are necessary to establish that some other seat or curial law has been agreed.” 68. In Process and Industrial Developments Ltd. v. Nigeria [Process and Industrial Developments Ltd. v. Nigeria, 2019 EWHC 2241 (Comm)] the Court was concerned with a dispute that arose out of a gas supply and processing agreement. The arbitration clause in that case read as follows: “6. … The parties agree that if any difference or dispute arises between them concerning the interpretation - 65 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 or performance of this agreement and if they fail to settle such difference or dispute amicably, then a party may serve on the other a notice of arbitration under the rules of the Nigerian Arbitration and Conciliation Act (Cap A18 LFN 2004) which, except as otherwise provided herein, shall apply to any dispute between such parties under this agreement. Within thirty (30) days of the notice of arbitration being issued by the initiating party, the parties shall each appoint an arbitrator and the arbitrators thus appointed by the parties shall within fifteen (15) days from the date the last arbitrator was appointed, appoint a third arbitrator to complete the tribunal. … The arbitration award shall be final and binding upon the parties. The award shall be delivered within two months after the appointment of the third arbitrator or within such extended period as may be agreed by the parties. The costs of the arbitration shall be borne equally by the parties. Each party shall, however, bear its own lawyers' fees. The venue of the arbitration shall be London, England or otherwise as agreed by the parties. The arbitration proceedings and record shall be in the English language.…” 69. The Court in Process and Industrial Developments Ltd. [Process and Industrial Developments Ltd. v. Nigeria, 2019 EWHC 2241 (Comm)] then held that the gas supply agreement provided for the seat of the arbitration to be in London, inter alia, for the following reasons: “85. … (1) It is significant that Clause 20 refers to the venue “of the arbitration” as being London. The arbitration - 66 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 would continue up to and including the final award. Clause 20 does not refer to London as being the venue for some or all of the hearings. It does not use the language used in Section 16(2) ACA of where the tribunal may “meet” or may “hear witnesses, experts or the parties”. I consider that the provision represented an anchoring of the entire arbitration to London rather than providing that the hearings should take place there. (2) Clause 20 provides that the venue of the arbitration “shall be” London “or otherwise as agreed between the parties”. If the reference to venue was simply to where the hearings should take place, this would be an inconvenient provision and one which the parties are unlikely to have intended. It would mean that hearings had to take place in London, however inconvenient that might be for a particular hearing, unless the parties agreed otherwise. The question of where hearings should be conveniently held is, however, one which the arbitrators ordinarily have the power to decide, as indeed is envisaged in Section 16(2) ACA. That is likely to be a much more convenient arrangement. Clearly if the parties were in agreement as to where a particular hearing were to take place, that would be likely to be very influential on the Arbitral Tribunal. But if for whatever reason they were not in agreement, and it is not unknown for parties to arbitration to become at loggerheads about very many matters, then it is convenient for the arbitrators to be able to decide. If that arrangement was to be displaced it would, in my judgment, have to be spelled out clearly. Accordingly, the reference to - 67 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 the “venue” as being London or otherwise as agreed between the parties, is better read as providing that the seat of the arbitration is to be England, unless the parties agree to change it. This would still allow the arbitrators to decide where particular hearings should take place, while providing for an anchor to England for supervisory purposes, unless changed.” 70. Coming to the judgments of our Courts, this Court in Dozco (India) (P) Ltd. v. Doosan Infracore Co. Ltd. [Dozco (India) (P) Ltd. v. Doosan Infracore Co. Ltd., (2011) 6 SCC 179 : (2011) 3 SCC (Civ) 276] , was concerned with the following arbitration clause contained in the agreement between the parties : (SCC p. 182, para 4) “22. Governing Laws — 22.1.—This agreement shall be governed by and construed in accordance with the laws of The Republic of Korea. 23. Arbitration — 23.1.—All disputes arising in connection with this agreement shall be finally settled by arbitration in Seoul, Korea (or such other place as the parties may agree in writing), pursuant to the rules of agreement then in force of the International Chamber of Commerce.” 71. The Court then held : [Dozco (India) (P) Ltd. case [Dozco (India) (P) Ltd. v. Doosan Infracore Co. Ltd., (2011) 6 SCC 179 : (2011) 3 SCC (Civ) 276] , SCC pp. 187-89, paras 18-20] “18. In my opinion, there is essential difference between the clauses referred to in Citation Infowares Ltd. v. Equinox Corpn. [Citation Infowares Ltd. v. Equinox Corpn., (2009) 7 SCC 220] as also in Indtel Technical Services (P) - 68 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Ltd. v. W.S. Atkins Rail Ltd. [Indtel Technical Services (P) Ltd. v. W.S. Atkins Rail Ltd., (2008) 10 SCC 308] on one hand and Article 23.1 in the present case, on the other. Shri Gurukrishna Kumar rightly pointed out that the advantage of the bracketed portion cannot be taken, particularly, in view of the decision in Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru [Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] wherein it was held: ‘All contracts which provide for arbitration and contain a foreign element may involve three potentially relevant systems of law : (1) the law governing the substantive contract; (2) the law governing the agreement to arbitrate and the performance of that agreement; (3) the law governing the conduct of the arbitration. In the majority of the cases all three will be the same, but (1) will often be different from (2) and (3) and occasionally, but rarely, (2) may also differ from (3).’ That is exactly the case here. The language of Article 23.1 clearly suggests that all the three laws are the laws of The Republic of Korea with the seat of arbitration in Seoul, Korea and the arbitration to be conducted in accordance with the Rules of the International Chamber of Commerce. 19. In respect of the bracketed portion in Article 23.1, however, it is to be seen that it was observed in Naviera case [Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] : - 69 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 ‘… It seems clear that the submissions advanced below confused the legal “seat”, etc. of an arbitration with the geographically convenient place or places for holding hearings. This distinction is nowadays a common feature of international arbitrations and is helpfully explained in Redfern and Hunter [Ed. : Redfern and Hunter on International Arbitration.] in the following passage under the heading “The Place of Arbitration”: “The preceding discussion has been on the basis that there is only one “place” of arbitration. This will be the place chosen by or on behalf of the parties; and it will be designated in the arbitration agreement or the terms of reference or the minutes of proceedings or in some other way as the place or “seat” of the arbitration. This does not mean, however, that the Arbitral Tribunal must hold all its meetings or hearings at the place of arbitration. International commercial arbitration often involves people of many different nationalities, from many different countries. In these circumstances, it is by no means unusual for an Arbitral Tribunal to hold meetings — or even hearings — in a place other than the designated place of arbitration, either for its own convenience or for the convenience of the parties or their witnesses…. It may be more convenient for an Arbitral Tribunal sitting in one country to conduct a hearing in another country — for instance, for the purpose of taking evidence…. In such circumstances, each move of the Arbitral Tribunal does not of itself mean that the seat of the arbitration changes. The - 70 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 seat of the arbitration remains the place initially agreed by or on behalf of the parties.” These aspects need to be borne in mind when one comes to the Judge's construction of this policy.’ It would be clear from this that the bracketed portion in the article was not for deciding upon the seat of the arbitration, but for the convenience of the parties in case they find to hold the arbitration proceedings somewhere else than Seoul, Korea. The part which has been quoted above from Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru [Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] supports this inference. 20. In that view, my inferences are that: (i) The clear language of Articles 22 and 23 of the distributorship agreement between the parties in this case spells out a clear agreement between the parties excluding Part I of the Act. (ii) The law laid down in Bhatia International v. Bulk Trading SA [Bhatia International v. Bulk Trading SA, (2002) 4 SCC 105] and Indtel Technical Services (P) Ltd. v. W.S. Atkins Rail Ltd. [Indtel Technical Services (P) Ltd. v. W.S. Atkins Rail Ltd., (2008) 10 SCC 308] , as also in Citation Infowares Ltd. v. Equinox Corpn. [Citation Infowares Ltd. v. Equinox Corpn., (2009) 7 SCC 220] is not applicable to the present case. (iii) Since the interpretation of Article 23.1 suggests that the law governing the arbitration will be Korean Law and the seat of arbitration will be Seoul in Korea, there will be no - 71 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 question of applicability of Section 11(6) of the Act and the appointment of arbitrator in terms of that provision.” 72. In Videocon Industries Ltd. v. Union of India [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC (Civ) 257] , this Court was concerned with an arbitration agreement between the parties as follows : (SCC p. 164, para 3) “34.12. Venue and law of arbitration agreement.—The venue of sole expert, conciliation or arbitration proceedings pursuant to this article, unless the parties otherwise agree, shall be Kuala Lumpur, Malaysia, and shall be conducted in the English language. Insofar as practicable, the parties shall continue to implement the terms of this contract notwithstanding the initiation of arbitral proceedings and any pending claim or dispute. Notwithstanding the provisions of Article 33.1, the arbitration agreement contained in this Article 34 shall be governed by the laws of England.” 73. Referring to Sections 3 and 53 of the English Arbitration Act, 1996, the Court in Videocon Industries Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] held : (Videocon Industries Ltd. case [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC (Civ) 257] , SCC pp. 169-70, paras 20-21) “20. We shall first consider the question whether Kuala Lumpur was the designated seat or juridical seat of arbitration and the same had been shifted to London. In terms of Article 34.12 of the PSC entered into by 5 parties, the seat of arbitration was Kuala Lumpur, Malaysia. - 72 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 However, due to outbreak of epidemic SARS, the Arbitral Tribunal decided to hold its sittings first at Amsterdam and then at London and the parties did not object to this. In the proceedings held on 14-10-2003 and 15-10-2003 at London, the Arbitral Tribunal recorded the consent of the parties for shifting the juridical seat of arbitration to London. Whether this amounted to shifting of the physical or juridical seat of arbitration from Kuala Lumpur to London? The decision of this would depend on a holistic consideration of the relevant clauses of the PSC. 21. Though, it may appear repetitive, we deem it necessary to mention that as per the terms of agreement, the seat of arbitration was Kuala Lumpur. If the parties wanted to amend Article 34.12, they could have done so only by a written instrument which was required to be signed by all of them. Admittedly, neither was there any agreement between the parties to the PSC to shift the juridical seat of arbitration from Kuala Lumpur to London nor was any written instrument signed by them for amending Article 34.12. Therefore, the mere fact that the parties to the particular arbitration had agreed for shifting of the seat of arbitration to London cannot be interpreted as anything except physical change of the venue of arbitration from Kuala Lumpur to London.” 74. In Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , this Court was concerned with an arbitration clause which stated that the venue shall be in London. The Court held, on the facts of that case, that since the substantive law of the - 73 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 contract, the curial law of the proceedings, and the law governing the arbitration agreement were all India, the seat would be India — London only being the venue for holding meetings. The Court then held, following the Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru [Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] case, that the lex fori of the arbitral proceedings, namely, the place in which arbitration is to be held, must be considered to be the seat of the arbitral proceedings, other things being equal, as follows : [Enercon (India) Ltd. case [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , SCC p. 45, para 100] “100. On the facts of the case, it was observed in Naviera Amazonica case [Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] that since there was no contest on Law 1 and Law 2, the entire issue turned on Law 3, “the law governing the conduct of the arbitration”. This is usually referred to as the curial or procedural law, or the lex fori. Thereafter, the Court approvingly quoted the following observation from Dicey & Morris on the Conflict of Laws (11th Edn.):‘English Law does not recognise the concept of a delocalised arbitration or of arbitral procedures floating in the transnational firmament, unconnected with any municipal system of law.’ It is further held that ‘accordingly every arbitration must have a “seat” or “locus arbitri” or “forum” which subjects its procedural rules to the municipal - 74 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 law which is there in force.’ The Court thereafter culls out the following principle: ‘Where the parties have failed to choose the law governing the arbitration proceedings, those proceedings must be considered, at any rate prima facie, as being governed by the law of the country in which the arbitration is held, on the ground that it is the country most closely connected with the proceedings.’ The aforesaid classic statement of the conflict of law rules as quoted in Dicey & Morris on the Conflict of Laws (11th Edn.), Vol. 1, was approved by the House of Lords in James Miller & Partners Ltd. v. Whitworth Street Estates (Manchester) Ltd. [James Miller & Partners Ltd. v. Whitworth Street Estates (Manchester) Ltd., 1970 AC 583 : (1970) 2 WLR 728 (HL)] and Mustill, J. in Black Clawson International Ltd. v. Papierwerke Waldhof-Aschaffenburg A.G. [Black Clawson International Ltd. v. Papierwerke Waldhof-Aschaffenburg A.G., (1981) 2 Lloyd's Rep 446] , Lloyd's Rep at p. 453, a little later characterised the same proposition as “the law of the place where the reference is conducted, the lex fori”. The position of law in India is the same.” 75. The Court in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] then examined Braes of Doune Wind Farm (Scotland) Ltd. v. Alfred McAlpine Business Services Ltd. [Braes of Doune Wind Farm (Scotland) Ltd. v. Alfred McAlpine Business Services Ltd., 2008 Bus LR D 137 (QBD) : 2008 EWHC 426 (TCC)] in some detail, and - 75 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 concluded in para 118 as follows : [Enercon (India) Ltd. case [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , SCC p. 51] “118. In Braes of Doune [Braes of Doune Wind Farm (Scotland) Ltd. v. Alfred McAlpine Business Services Ltd., 2008 Bus LR D 137 (QBD) : 2008 EWHC 426 (TCC)] , detailed examination was undertaken by the Court to discern the intention of the parties as to whether the place mentioned refers to venue or the seat of the arbitration. The factual situation in the present case is not as difficult or complex as the parties herein have only designated London as a venue. Therefore, if one has to apply the reasoning and logic of Akenhead, J., the conclusion would be irresistible that the parties have designated India as the seat. This is even more so as the parties have not agreed that the courts in London will have exclusive jurisdiction to resolve any dispute arising out of or in connection with the contract, which was specifically provided in Clause 1.4.1 of the EPC contract examined by Akenhead, J. in Braes of Doune [Braes of Doune Wind Farm (Scotland) Ltd. v. Alfred McAlpine Business Services Ltd., 2008 Bus LR D 137 (QBD) : 2008 EWHC 426 (TCC)] . In the present case, except for London being chosen as a convenient place/venue for holding the meetings of the arbitration, there is no other factor connecting the arbitration proceedings to London.” 76. The Court in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] then made a reference to C v. D [C v. D, 2008 Bus - 76 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 LR 843 : 2007 EWCA Civ 1282 (CA)] , where the Court, following C v. D [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] , held : [Enercon (India) Ltd. case [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , SCC pp. 53-54, para 122) “122. Longmore, J. of the Court of Appeal observed : (C v. D case [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] , Bus LR p. 851, paras 16-17) ‘16. I shall deal with Mr Hirst's arguments in due course but, in my judgment, they fail to grapple with the central point at issue which is whether or not, by choosing London as the seat of the arbitration, the parties must be taken to have agreed that proceedings on the award should be only those permitted by English law. In my view they must be taken to have so agreed for the reasons given by the Judge. The whole purpose of the balance achieved by the Bermuda Form (English arbitration but applying New York law to issues arising under the policy) is that judicial remedies in respect of the award should be those permitted by English law and only those so permitted. Mr Hirst could not say (and did not say) that English judicial remedies for lack of jurisdiction on procedural irregularities under Sections 67 and 68 of the Indian Arbitration Act, 1996 were not permitted; he was reduced to saying that New York judicial remedies were also [Ed. : The word “also” has been emphasised in original.] permitted. That, however, would be a recipe for litigation and (what is worse) confusion which cannot have been intended by the parties. No doubt New York law has its own judicial remedies for want of - 77 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 jurisdiction and serious irregularity but it could scarcely be supposed that a party aggrieved by one part of an award could proceed in one jurisdiction and a party aggrieved by another part of an award could proceed in another jurisdiction. Similarly, in the case of a single complaint about an award, it could not be supposed that the aggrieved party could complain in one jurisdiction and the satisfied party be entitled to ask the other jurisdiction to declare its satisfaction with the award. There would be a serious risk of parties rushing to get the first judgment or of conflicting decisions which the parties cannot have contemplated. 17. It follows from this that a choice of seat for the arbitration must be a choice of forum for remedies seeking to attack the award.’ On the facts of the case, the Court held that the seat of the arbitration was in England and accordingly entertained the challenge to the award.” 77. Reference in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] was made to Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] in paras 124 to 128, and then to various other judgments, including BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , as follows : [Enercon (India) Ltd. case [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , SCC p. 58, para 134) “134. It is accepted by most of the experts in the law relating to international arbitration that in almost all the national - 78 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 laws, arbitrations are anchored to the seat/place/situs of arbitration. Redfern and Hunter on International Arbitration (5th Edn., Oxford University Press, Oxford/New York 2009), in Para 3.54 concludes that “the seat of the arbitration is thus intended to be its centre of gravity”. In BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , it is further noticed that this does not mean that all proceedings of the arbitration are to be held at the seat of arbitration. The arbitrators are at liberty to hold meetings at a place which is of convenience to all concerned. This may become necessary as arbitrators often come from different countries. Therefore, it may be convenient to hold all or some of the meetings of the arbitration in a location other than where the seat of arbitration is located. In BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , the relevant passage from Redfern and Hunter has been quoted which is as under : (SCC p. 598, para 75) ‘75. … “The preceding discussion has been on the basis that there is only one “place” of arbitration. This will be the place chosen by or on behalf of the parties; and it will be designated in the arbitration agreement or the terms of reference or the minutes of proceedings or in some other way as the place or “seat” of the arbitration. This does not mean, however, that the Arbitral Tribunal must hold all its meetings or hearings at the place of arbitration. International commercial arbitration often involves people of many different nationalities, from many different countries. In these circumstances, it is by no means unusual for an - 79 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Arbitral Tribunal to hold meetings—or even hearings—in a place other than the designated place of arbitration, either for its own convenience or for the convenience of the parties or their witnesses…. It may be more convenient for an Arbitral Tribunal sitting in one country to conduct a hearing in another country — for instance, for the purpose of taking evidence…. In such circumstances each move of the Arbitral Tribunal does not of itself mean that the seat of arbitration changes. The seat of arbitration remains the place initially agreed by or on behalf of the parties.” (Naviera case [Naviera Amazonica Peruana SA v. Compania International de Seguros del Peru, (1988) 1 Lloyd's Rep 116 (CA)] , Lloyd's Rep at p. 121.)’ These observations have also been noticed in Union of India v. McDonnell Douglas Corpn. [Union of India v. McDonnell Douglas Corpn., (1993) 2 Lloyd's Rep 48] ” 78. The Court finally concluded : [Enercon (India) Ltd. case [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , SCC pp. 58-59, para 135] “135. In the present case, even though the venue of arbitration proceedings has been fixed in London, it cannot be presumed that the parties have intended the seat to be also in London. In an international commercial arbitration, venue can often be different from the seat of arbitration. In such circumstances, the hearing of the arbitration will be conducted at the venue fixed by the parties, but this would not bring about a change in the seat of the arbitration. This is precisely the ratio in Braes of Doune [Braes of Doune Wind Farm (Scotland) Ltd. v. Alfred McAlpine Business - 80 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Services Ltd., 2008 Bus LR D 137 (QBD) : 2008 EWHC 426 (TCC)] . Therefore, in the present case, the seat would remain in India.” 79. In Harmony Innovation Shipping Ltd. v. Gupta Coal India Ltd. [Harmony Innovation Shipping Ltd. v. Gupta Coal India Ltd., (2015) 9 SCC 172 : (2015) 4 SCC (Civ) 341] , the Court dealt with an arbitration clause between the parties which read as follows : (SCC p. 193, para 36) “36. … ‘5. If any dispute or difference should arise under this charter, general average/arbitration in London to apply, one to be appointed by each of the parties hereto, the third by the two so chosen, and their decision or that of any two of them, shall be final and binding, and this agreement may, for enforcing the same, be made a rule of court. Said three parties to be commercial men who are the members of the London Arbitrators Association. This contract is to be governed and construed according to the English law. For disputes where total amount claimed by either party does not exceed US $50,000 the arbitration should be conducted in accordance with small claims procedure of the London Maritime Arbitration Association.’” 80. After referring, in extenso, to a large number of English decisions and the decisions of this Court, the Court in Harmony Innovation Shipping Ltd. [Harmony Innovation Shipping Ltd. v. Gupta Coal India Ltd., (2015) 9 SCC 172 : (2015) 4 SCC (Civ) 341] concluded : (SCC p. 199, para 48) “48. In the present case, the agreement stipulates that the contract is to be governed and construed according to the English law. This occurs in the arbitration clause. Mr - 81 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Viswanathan, learned Senior Counsel, would submit that this part has to be interpreted as a part of “curial law” and not as a “proper law” or “substantive law”. It is his submission that it cannot be equated with the seat of arbitration. As we perceive, it forms as a part of the arbitration clause. There is ample indication through various phrases like “arbitration in London to apply”, arbitrators are to be the members of the “London Arbitration Association” and the contract “to be governed and construed according to the English law”. It is worth noting that there is no other stipulation relating to the applicability of any law to the agreement. There is no other clause anywhere in the contract. That apart, it is also postulated that if the dispute is for an amount less than US $50,000 then, the arbitration should be conducted in accordance with small claims procedure of the London Maritime Arbitration Association. When the aforesaid stipulations are read and appreciated in the contextual perspective, “the presumed intention” of the parties is clear as crystal that the juridical seat of arbitration would be London.” 81. Most recently, in Brahmani River Pellets [Brahmani River Pellets Ltd. v. Kamachi Industries Ltd., (2020) 5 SCC 462 : 2019 SCC OnLine SC 929 at para 15] , this Court in a domestic arbitration considered Clause 18 — which was the arbitration agreement between the parties — and which stated that arbitration shall be under Indian Arbitration and Conciliation Act, 1996, and the venue of arbitration shall be Bhubaneswar. After citing several judgments of this Court and then referring to Indus Mobile - 82 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Distribution [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , the Court held : (Brahmani River Pellets case [Brahmani River Pellets Ltd. v. Kamachi Industries Ltd., (2020) 5 SCC 462 : 2019 SCC OnLine SC 929 at para 15] , SCC pp. 472-73, paras 18-19) “18. Where the contract specifies the jurisdiction of the court at a particular place, only such court will have the jurisdiction to deal with the matter and parties intended to exclude all other courts. In the present case, the parties have agreed that the “venue” of arbitration shall be at Bhubaneswar. Considering the agreement of the parties having Bhubaneswar as the venue of arbitration, the intention of the parties is to exclude all other courts. As held in Swastik [Swastik Gases (P) Ltd. v. Indian Oil Corpn. Ltd., (2013) 9 SCC 32 : (2013) 4 SCC (Civ) 157] , non-use of words like “exclusive jurisdiction”, “only”, “exclusive”, “alone” is not decisive and does not make any material difference. 19. When the parties have agreed to the have the “venue” of arbitration at Bhubaneshwar, the Madras High Court erred [Kamchi Industries Ltd. v. Brahmin River Pellets Ltd., 2018 SCC OnLine Mad 13127] in assuming the jurisdiction under Section 11(6) of the Act. Since only the Orissa High Court will have the jurisdiction to entertain the petition filed under Section 11(6) of the Act, the impugned order [Kamchi Industries Ltd. v. Brahmin River Pellets Ltd., 2018 SCC OnLine Mad 13127] is liable to be set aside.” 82. On a conspectus of the aforesaid judgments, it may be concluded that whenever there is the designation of - 83 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 a place of arbitration in an arbitration clause as being the “venue” of the arbitration proceedings, the expression “arbitration proceedings” would make it clear that the “venue” is really the “seat” of the arbitral proceedings, as the aforesaid expression does not include just one or more individual or particular hearing, but the arbitration proceedings as a whole, including the making of an award at that place. This language has to be contrasted with language such as “tribunals are to meet or have witnesses, experts or the parties” where only hearings are to take place in the “venue”, which may lead to the conclusion, other things being equal, that the venue so stated is not the “seat” of arbitral proceedings, but only a convenient place of meeting. Further, the fact that the arbitral proceedings “shall be held” at a particular venue would also indicate that the parties intended to anchor arbitral proceedings to a particular place, signifying thereby, that that place is the seat of the arbitral proceedings. This, coupled with there being no other significant contrary indicia that the stated venue is merely a “venue” and not the “seat” of the arbitral proceedings, would then conclusively show that such a clause designates a “seat” of the arbitral proceedings. In an international context, if a supranational body of rules is to govern the arbitration, this would further be an indicia that “the venue”, so stated, would be the seat of the arbitral proceedings. In a national context, this would be replaced by the Arbitration Act, 1996 as applying to the “stated venue”, which then becomes the “seat” for the purposes of arbitration. - 84 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Correctness of the judgment inHardy Exploration and Production (India) Ltd. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] 83.Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] was expressly referred to in paras 108 and 109 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , and followed in paragraph 110 as extracted above. BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] then summed up the legal position as follows : (BALCO case [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , SCC p. 618, paras 116-17) “116. The legal position that emerges from a conspectus of all the decisions, seems to be, that the choice of another country as the seat of arbitration inevitably imports an acceptance that the law of that country relating to the conduct and supervision of arbitrations will apply to the proceedings. 117. It would, therefore, follow that if the arbitration agreement is found or held to provide for a seat/place of arbitration outside India, then the provision that the Arbitration Act, 1996 would govern the arbitration proceedings, would not make Part I of the Arbitration Act, 1996 applicable or enable the Indian courts to exercise supervisory jurisdiction over the arbitration or the award. It would only mean that the parties have contractually imported - 85 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 from the Arbitration Act, 1996, those provisions which are concerned with the internal conduct of their arbitration and which are not inconsistent with the mandatory provisions of the English procedural law/curial law. This necessarily follows from the fact that Part I applies only to arbitrations having their seat/place in India.” 84. In Roger Shashoua v. Mukesh Sharma [Roger Shashoua v. Mukesh Sharma, (2017) 14 SCC 722 : (2018) 2 SCC (Civ) 116] , a Division Bench of this Court, after referring to a number of judgments, referred to the English Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] judgment as follows : (Roger Shashoua case [Roger Shashoua v. Mukesh Sharma, (2017) 14 SCC 722 : (2018) 2 SCC (Civ) 116] , SCC p. 751, para 46) “46. As stated earlier, in Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] Cooke, J., in the course of analysis, held that “London arbitration” is a well-known phenomenon which is often chosen by foreign nationals with a different law, such as the law of New York, governing the substantive rights of the parties and it is because of the legislative framework and supervisory powers of the courts here which many parties are keen to adopt. The learned Judge has further held that when there is an express designation of the arbitration venue as London and no designation of any alternative place as the seat, combined with a supranational body of rules governing the arbitration and no other significant contrary indicia, the - 86 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 inexorable conclusion is that London is the juridical seat and English law the curial law.” 85. The Division Bench then turned down an argument that BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] had not expressly approved the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle, as follows : (Roger Shashoua case [Roger Shashoua v. Mukesh Sharma, (2017) 14 SCC 722 : (2018) 2 SCC (Civ) 116] , SCC pp. 754-55, para 54) “54. We had earlier extracted extensively from the said judgment, as we find, the Court after adverting to various aspects, has categorically held that the High Court [Enercon (India) Ltd. v. Enercon GmbH, 2012 SCC OnLine Bom 1495] had not followed Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle. The various decisions referred to in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , the analysis made and the propositions deduced leads to an indubitable conclusion that Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle has been accepted by Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] It is also to be noted that in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , the Constitution Bench has not merely reproduced few paragraphs from Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law - 87 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Rep 376] but has also referred to other decisions on which Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] has placed reliance upon. As we notice, there is analysis of earlier judgments, though it does not specifically state that “propositions laid down in Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] are accepted”. On a clear reading, the ratio of the decision in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , in the ultimate eventuate, reflects that the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle has been accepted and the two-Judge Bench in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , after succinctly analysing it, has stated that the said principles have been accepted by the Constitution Bench. Therefore, we are unable to accept the submission of Mr Chidambaram that the finding recorded in Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] that Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle has been accepted in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] should be declared as per incuriam.” 86. The Court then set out the arbitration clause and the governing law on the facts of the case as follows : (Roger Shashoua case [Roger Shashoua v. Mukesh Sharma, (2017) - 88 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 14 SCC 722 : (2018) 2 SCC (Civ) 116] , SCC p. 759, paras 69-70) “69. Though we have opined that Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle has been accepted in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] and Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , yet we think it apt to refer to the clauses in the agreement and scrutinise whether there is any scope to hold that the courts in India could have entertained the petition. Clause 14 of the shareholders' agreement (SHA) refers to arbitration. The said Clause reads thus: ‘14. ARBITRATION 14.1. … Each party shall nominate one arbitrator and in the event of any difference between the two arbitrators, a third arbitrator/umpire shall be appointed. The arbitration proceedings shall be in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, Paris. 14.2. Proceedings in such arbitrations shall be conducted in the English language. 14.3. The arbitration award shall be substantiated in writing and shall be final and binding on the parties. 14.4. The venue of the arbitration shall be London, United Kingdom.’ 70. Clause 17.6 deals with governing law, which reads as follows: ‘17.6. GOVERNING LAW - 89 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 This agreement shall be governed by and construed in accordance with the laws of India.’” 87. The Court then went on to state : (Roger Shashoua case [Roger Shashoua v. Mukesh Sharma, (2017) 14 SCC 722 : (2018) 2 SCC (Civ) 116] , SCC pp. 760 & 762, paras 72 & 76) “72. It is worthy to note that the arbitration agreement is not silent as to what law and procedure is to be followed. On the contrary, Clause 14.1 lays down that the arbitration proceedings shall be in accordance with the Rules of Conciliation and Arbitration of the ICC. In Enercon (India) Ltd. [Enercon (India) Ltd. v. Enercon GmbH, (2014) 5 SCC 1 : (2014) 3 SCC (Civ) 59] , the two-Judge Bench referring to Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] accepted the view of Cooke, J. that the phrase “venue of arbitration shall be in London, UK” was accompanied by the provision in the arbitration clause or arbitration to be conducted in accordance with the Rules of ICC in Paris. The two-Judge Bench accepted the Rules of ICC, Paris which is supernational body of Rules as has been noted by Cooke, J. and that is how it has accepted that the parties have not simply provided for the location of hearings to be in London. To elaborate, the distinction between the venue and the seat remains. But when a court finds there is prescription for venue and something else, it has to be adjudged on the facts of each case to determine the juridical seat. As in the instant case, the agreement in question has been interpreted and it has been held that London is not mentioned as the mere location but the courts - 90 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 in London will have the jurisdiction, another interpretative perception as projected by the learned Senior Counsel is unacceptable. *** 76. In view of the aforesaid analysis, we allow the appeals and set aside the judgment [Enercon (India) Ltd. v. Enercon GmbH, 2012 SCC OnLine Bom 1495] of the High Court of Delhi that has held that courts in India have jurisdiction, and has also determined that Gautam Budh Nagar has no jurisdiction and the petition under Section 34 has to be filed before the Delhi High Court. Once the courts in India have no jurisdiction, the aforesaid conclusions are to be nullified and we so do. In the facts and circumstances of the case, there shall be no order as to costs.” 88. The stage is now set for consideration of the recent judgment of a three-Judge Bench of this Court in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] The precise question that had been referred to the three-Judge Bench in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] was as to whether the ratio of Sumitomo Heavy Industries Ltd. v. ONGC [Sumitomo Heavy Industries Ltd. v. ONGC, (1998) 1 SCC 305] — a judgment delivered under the Arbitration Act, 1940 — would have any impact on the “juridical seat” doctrine in arbitration law, as developed in England and by our courts. The three-Judge Bench answered the reference as follows : (Hardy Exploration & - 91 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Production (India) Inc. case [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] , SCC pp. 492-93, paras 24-25) “24. In view of the aforesaid development of law, there is no confusion with regard to what the seat of arbitration and venue of arbitration mean. There is no shadow of doubt that the arbitration clause has to be read in a holistic manner so as to determine the jurisdiction of the Court. That apart, if there is mention of venue and something else is appended thereto, depending on the nature of the prescription, the Court can come to a conclusion that there is implied exclusion of Part I of the Act. The principle laid down in Sumitomo Heavy Industries Ltd. v. ONGC [Sumitomo Heavy Industries Ltd. v. ONGC, (1998) 1 SCC 305] has been referred to in Reliance Industries Ltd. (2) [Union of India v. Reliance Industries Ltd., (2015) 10 SCC 213 : (2016) 1 SCC (Civ) 102] and distinguished. In any case, it has no applicability to a controversy under the Act. The said controversy has to be governed by the BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] principle or by the agreement or by the principle of implied exclusion as has been held in Bhatia International [Bhatia International v. Bulk Trading SA, (2002) 4 SCC 105] . 25. Thus, we answer the reference accordingly.” 89. Having answered the reference, the Court then went on to consider the arbitration clause in the facts of that case, which was set out in para 27 as follows : (Hardy Exploration & Production case [Union of India v. Hardy - 92 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] , SCC p. 493) “27. Article 33 deals with “Sole expert, conciliation and arbitrator”. Articles 33.9 and 33.12 read thus: ‘33.9. Arbitration proceedings shall be conducted in accordance with theUNICITRALModel Law on International Commercial Arbitration of 1985 except that in the event of any conflict between the rules and the provisions of this Article 33, the provisions of this Article 33 shall govern. *** 33.12. The venue of conciliation or arbitration proceedings pursuant to this Article unless the parties otherwise agree, shall be Kuala Lumpur and shall be conducted in English language. Insofar as practicable the parties shall continue to implement the terms of this contract notwithstanding the initiation of arbitration proceedings and any pending claim or dispute.’” 90. The Court then went on to see for itself Articles 20 and 31 of the UNCITRAL Model Law and then went on to state that under the UNCITRAL Model Law, either the juridical seat of the arbitral proceedings is indicated in the agreement between the parties, or if it is not, must be determined by the Arbitral Tribunal. Holding that the arbitration clause, on the facts of that case, referred to the “venue” as Kuala Lumpur, the Court went on to hold that there was no determination of any “juridical seat” by agreement, and would therefore have to be determined by the Arbitral Tribunal. As there was no such determination by the Arbitral Tribunal, the Court then concluded : (Hardy Exploration & Production case [Union of - 93 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] , SCC p. 496, paras 34-36) “34. … The said test clearly means that the expression of determination signifies an expressive opinion. 35. In the instant case, there has been no adjudication and expression of an opinion. Thus, the word “place” cannot be used as seat. To elaborate, a venue can become a seat if something else is added to it as a concomitant. But a place unlike seat, at least as is seen in the contract, can become a seat if one of the conditions precedent is satisfied. It does not ipso facto assume the status of seat. Thus understood, Kuala Lumpur is not the seat or place of arbitration and the interchangeable use will not apply in stricto sensu. 36. In view of the aforesaid analysis, the irresistible conclusion is that the courts in India have jurisdiction and, therefore, the order passed [Union of India v. Hardy Exploration & Production (India) Inc., 2016 SCC OnLine Del 4098 : (2016) 232 DLT 384] by the Delhi High Court is set aside. Resultantly, the appeal stands allowed and the High Court is requested to deal with the application preferred under Section 34 of the Act as expeditiously as possible. There shall be no order as to costs.” 91. The three-Judge Bench in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] failed to apply the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle to the arbitration clause in question. Had - 94 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle been applied, the answer would have been that Kuala Lumpur, which was stated to be the “venue” of arbitration proceedings, being governed by the UNCITRAL Model Law, would be governed by a supranational set of rules, and there being no other contrary indicator, it would be clear that Kuala Lumpur would therefore be the juridical “seat” of the arbitration. 92. As we have seen hereinabove, the judgment of Cooke, J. in Shashoua v. Sharma [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] , was expressly approved by the five-Judge Bench in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , as was stated by the Supreme Court of India in Roger Shashoua v. Mukesh Sharma [Roger Shashoua v. Mukesh Sharma, (2017) 14 SCC 722 : (2018) 2 SCC (Civ) 116] . By failing to apply the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle to the arbitration clause in question, the three-Judge Bench in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] has not followed the law as to determination of a “juridical seat”, laid down by a five-Judge Bench of this Court in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] . The result in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production - 95 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] is that a foreign award that would be delivered in Kuala Lumpur, would now be liable to be challenged in the courts at Kuala Lumpur, and also be challenged in the courts in India, under Section 34 of Part I of the Arbitration Act, 1996. This is exactly the situation that this Court encountered when it decided the case of Venture Global Engg. v. Satyam Computer Services Ltd. [Venture Global Engg. v. Satyam Computer Services Ltd., (2008) 4 SCC 190] The five-Judge Bench in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] expressly overruled Venture Global Engg. [Venture Global Engg. v. Satyam Computer Services Ltd., (2008) 4 SCC 190] as follows : (BALCO case [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , SCC pp. 630-31, 634, paras 143 & 154) “143. … With these observations, the matter was remanded back to the trial court to dispose of the suit on merits. The submissions made by K.K. Venugopal, as noticed in para 42, epitomise the kind of chaos which would be created by two court systems, in two different countries, exercising concurrent jurisdiction over the same dispute. There would be a clear risk of conflicting decisions. This would add to the problems relating to enforcement of such decisions. Such a situation would undermine the policy underlying the New York Convention or the UNCITRAL Model Law. Therefore, we are of the opinion that the appropriate manner to interpret the aforesaid provision is that “alternative two” will become available only if “alternative one” is not available. - 96 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 154. At this stage, we may notice that in spite of the aforesaid international understanding of the second limb of Article V(1)(e), this Court has proceeded on a number of occasions to annul an award on the basis that parties had chosen Indian law to govern the substance of their dispute. The aforesaid view has been expressed in Bhatia International [Bhatia International v. Bulk Trading SA, (2002) 4 SCC 105] and Venture Global Engg. [Venture Global Engg. v. Satyam Computer Services Ltd., (2008) 4 SCC 190] In our opinion, accepting such an interpretation would be to ignore the spirit underlying the New York Convention which embodies a consensus evolved to encourage consensual resolution of complicated, intricate and in many cases very sensitive international commercial disputes. Therefore, the interpretation which hinders such a process ought not to be accepted. This also seems to be the view of the national courts in different jurisdictions across the world. For the reasons stated above, we are also unable to agree with the conclusions recorded by this Court in Venture Global Engg. [Venture Global Engg. v. Satyam Computer Services Ltd., (2008) 4 SCC 190] that the foreign award could be annulled on the exclusive grounds that the Indian law governed the substance of the dispute. Such an opinion is not borne out by the huge body of judicial precedents in different jurisdictions of the world.” 93. The five-Judge Bench then went on to state : (BALCO case [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , SCC p. 647, para 195) - 97 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 “195. With utmost respect, we are unable to agree with the conclusions recorded in the judgments of this Court in Bhatia International [Bhatia International v. Bulk Trading SA, (2002) 4 SCC 105] and Venture Global Engg. [Venture Global Engg. v. Satyam Computer Services Ltd., (2008) 4 SCC 190] In our opinion, the provision contained in Section 2(2) of the Arbitration Act, 1996 is not in conflict with any of the provisions either in Part I or in Part II of the Arbitration Act, 1996. In a foreign-seated international commercial arbitration, no application for interim relief would be maintainable under Section 9 or any other provision, as applicability of Part I of the Arbitration Act, 1996 is limited to all arbitrations which take place in India. Similarly, no suit for interim injunction simpliciter would be maintainable in India, on the basis of an international commercial arbitration with a seat outside India.” 94. The decision in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] is therefore contrary to the five-Judge Bench in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , in that it failed to apply the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle to the arbitration clause in question. The Hardy Exploration & Production (India) Inc. The Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] decision would lead to the result that a foreign award would not only be subject to challenge in the country in which it - 98 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 was made, but also subject to challenge under Section 34 of Part I of the Arbitration Act, 1996, which would lead to the chaos spoken of in para 143 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , with the concomitant risk of conflicting decisions, as held in Venture Global Engg. [Venture Global Engg. v. Satyam Computer Services Ltd., (2008) 4 SCC 190] [overruled in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] ], which would add to problems relating to enforcement, and undermine the policy underlying the New York Convention and the UNCITRAL Model Law. We, therefore, declare that the judgment in Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790] , being contrary to the five-Judge Bench in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , cannot be considered to be good law. 95. Coming to the impugned judgment in the present appeals, it is clear that the reasoning followed stems from the subject-matter test that flows from the definition of “court” in Section 2(1)(e)(i) of the Act. According to the impugned judgment [NHPC Ltd. v. Jaiparkash Associates Ltd., 2018 SCC OnLine P&H 1304 : (2019) 193 AIC 839] , since the agreement was executed at Faridabad, part of the cause of action would arise at Faridabad, clothing Faridabad courts with jurisdiction for the purposes of filing a Section 34 petition. The second part of the reasoning is that Faridabad - 99 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 is the place where the request for reference to arbitration was received, as a result of which part of the cause of action arose in Faridabad, which ousts the jurisdiction of courts of New Delhi, in which no part of the cause of action arose. 96. We have extracted the arbitration agreement in the present case (as contained in Clause 67.3 of the agreement between the parties) in para 3 of this judgment. As per the arbitration agreement, in case a dispute was to arise with a foreign contractor, Clause 67.3(ii) would apply. Under this sub-clause, a dispute which would amount to an “international commercial arbitration” within the meaning of Section 2(1)(f) of the Arbitration Act, 1996, would have to be finally settled in accordance with the Arbitration Act, 1996 read with the UNCITRAL Arbitration Rules, and in case of any conflict, the Arbitration Act, 1996 is to prevail (as an award made under Part I is considered a domestic award under Section 2(7) of the Arbitration Act, 1996 notwithstanding the fact that it is an award made in an international commercial arbitration). Applying the Shashoua [Shashoua v. Sharma, 2009 EWHC 957 (Comm) : (2009) 2 Lloyd's Law Rep 376] principle delineated above, it is clear that if the dispute was with a foreign contractor under Clause 67.3 of the agreement, the fact that arbitration proceedings shall be held at New Delhi/Faridabad, India in sub-clause (vi) of Clause 67.3, would amount to the designation of either of these places as the “seat” of arbitration, as a supranational body of law is to be applied, namely, the UNCITRAL Arbitration Rules, in conjunction with the Arbitration Act, 1996. As such arbitration would be an international commercial arbitration - 100 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 which would be decided in India, the Arbitration Act, 1996 is to apply as well. There being no other contra indication in such a situation, either New Delhi or Faridabad, India is the designated “seat” under the agreement, and it is thereafter for the parties to choose as to in which of the two places the arbitration is finally to be held. 97. Given the fact that if there were a dispute between NHPC Ltd. and a foreign contractor, Clause 67.3(vi) would have to be read as a clause designating the “seat” of arbitration, the same must follow even when sub-clause (vi) is to be read with sub-clause (i) of Clause 67.3, where the dispute between NHPC Ltd. would be with an Indian contractor. The arbitration clause in the present case states that “Arbitration proceedings shall be held at New Delhi/Faridabad, India…”, thereby signifying that all the hearings, including the making of the award, are to take place at one of the stated places. Negatively speaking, the clause does not state that the venue is so that some, or all, of the hearings take place at the venue; neither does it use language such as “the Tribunal may meet”, or “may hear witnesses, experts or parties”. The expression “shall be held” also indicates that the so-called “venue” is really the “seat” of the arbitral proceedings. The dispute is to be settled in accordance with the Arbitration Act, 1996 which, therefore, applies a national body of rules to the arbitration that is to be held either at New Delhi or Faridabad, given the fact that the present arbitration would be Indian and not international. It is clear, therefore, that even in such a scenario, New - 101 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Delhi/Faridabad, India has been designated as the “seat” of the arbitration proceedings. 98. However, the fact that in all the three appeals before us the proceedings were finally held at New Delhi, and the awards were signed in New Delhi, and not at Faridabad, would lead to the conclusion that both parties have chosen New Delhi as the “seat” of arbitration under Section 20(1) of the Arbitration Act, 1996. This being the case, both parties have, therefore, chosen that the courts at New Delhi alone would have exclusive jurisdiction over the arbitral proceedings. Therefore, the fact that a part of the cause of action may have arisen at Faridabad would not be relevant once the “seat” has been chosen, which would then amount to an exclusive jurisdiction clause so far as courts of the “seat” are concerned. 99. Consequently, the impugned judgment [NHPC Ltd. v. Jaiparkash Associates Ltd., 2018 SCC OnLine P&H 1304 : (2019) 193 AIC 839] is set aside, and the Section 34 petition is ordered to be presented in the courts in New Delhi, as was held by the learned Single Judge of the Special Commercial Court at Gurugram. The appeals are allowed in the aforesaid terms.” 14. In Inox Renewables case supra, the Apex Court held as under:- “ 10. Having heard the learned counsel for both the parties, it is first necessary to set out what the learned arbitrator has held in the award with respect to the - 102 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 venue/place of the arbitration. In para 12.3, the learned arbitrator holds thus: “12.3. There is no controversy as to the constitution of the Tribunal between the parties and the parties have agreed to get their dispute resolved by a sole arbitrator. As per arbitration agreement, the venue of the arbitration was to be Jaipur. However, the parties have mutually agreed, irrespective of a specific clause as to the [venue, that the place] of the arbitration would be at Ahmedabad and not at Jaipur. The proceedings, thus, have been conducted at Ahmedabad on constitution of the Tribunal by the learned Nominee Judge of the Hon'ble High Court of Gujarat.” 11. What is clear, therefore, as per this paragraph is that by mutual agreement, parties have specifically shifted the venue/place of arbitration from Jaipur to Ahmedabad. This being so, is it not possible to accede to the argument made by the learned counsel for the respondent that this could only have been done by written agreement and that the arbitrator's finding would really have reference to a convenient venue and not the seat of arbitration. 12. In BGS SGS [BGS SGS SOMA JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , this Court, after an exhaustive review of the entire case law, concluded thus : (SCC pp. 268, 281, 284, 301-02 & 309, paras 32, 48- 49, 53, 82 & 98) “32. It can thus be seen that given the new concept of “juridical seat” of the arbitral proceedings, and the importance given by the Arbitration Act, 1996 to this “seat”, the arbitral award is now not only to state its date, but also the place of arbitration as determined in accordance with Section 20. However, the definition of “court” contained in - 103 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Section 2(1)(c) of the Arbitration Act, 1940, continued as such in the Arbitration Act, 1996, though narrowed to mean only Principal Civil Court and the High Court in exercise of their original ordinary civil jurisdiction. Thus, the concept of juridical seat of the arbitral proceedings and its relationship to the jurisdiction of courts which are then to look into matters relating to the arbitral proceedings — including challenges to arbitral awards — was unclear, and had to be developed in accordance with international practice on a case-by-case basis by this Court. 48. The aforesaid amendment carried out in the definition of “Court” is also a step showing the right direction, namely, that in international commercial arbitrations held in India, the High Court alone is to exercise jurisdiction over such proceedings, even where no part of the cause of action may have arisen within the jurisdiction of such High Court, such High Court not having ordinary original jurisdiction. In such cases, the “place” where the award is delivered alone is looked at, and the High Court given jurisdiction to supervise the arbitration proceedings, on the footing of its jurisdiction to hear appeals from decrees of courts subordinate to it, which is only on the basis of territorial jurisdiction which in turn relates to the “place” where the award is made. In the light of this important change in the law, Section 2(1)(e)(i) of the Arbitration Act, 1996 must also be construed in the manner indicated by this judgment. 49. Take the consequence of the opposite conclusion, in the light of the facts of a given example, as follows. New Delhi is specifically designated to be the seat of the arbitration in the arbitration clause between the parties. Part of the cause of action, however, arises in several places, including where the contract is partially to be performed, let us say, in a remote part of Uttarakhand. If concurrent jurisdiction were to be the order of the day, despite the seat having been located and specifically chosen by the parties, party autonomy would suffer, which BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] specifically states cannot be the case. Thus, if an application is made to a District Court in a remote corner of the Uttarakhand hills, which then becomes the court for the purposes of Section 42 of the Arbitration Act, 1996 where even Section 34 applications have then to be made, the result would be contrary to the stated intention of the parties — as even though the parties have - 104 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 contemplated that a neutral place be chosen as the seat so that the courts of that place alone would have jurisdiction, yet, any one of five other courts in which a part of the cause of action arises, including courts in remote corners of the country, would also be clothed with jurisdiction. This obviously cannot be the case. If, therefore, the conflicting portion of the judgment of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] in para 96 is kept aside for a moment, the very fact that parties have chosen a place to be the seat would necessarily carry with it the decision of both parties that the courts at the seat would exclusively have jurisdiction over the entire arbitral process. 53. In Indus Mobile Distribution (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , after clearing the air on the meaning of Section 20 of the Arbitration Act, 1996, the Court in para 19 (which has already been set out hereinabove) made it clear that the moment a seat is designated by agreement between the parties, it is akin to an exclusive jurisdiction clause, which would then vest the courts at the “seat” with exclusive jurisdiction for purposes of regulating arbitral proceedings arising out of the agreement between the parties. 82. 82. On a conspectus of the aforesaid judgments, it may be concluded that whenever there is the designation of a place of arbitration in an arbitration clause as being the “venue” of the arbitration proceedings, the expression “arbitration proceedings” would make it clear that the “venue” is really the “seat” of the arbitral proceedings, as the aforesaid expression does not include just one or more individual or particular hearing, but the arbitration proceedings as a whole, including the making of an award at that place. This language has to be contrasted with language such as ‘tribunals are to meet or have witnesses, experts or the parties’ where only hearings are to take place in the “venue”, which may lead to the conclusion, other things being equal, that the venue so stated is not the “seat” of arbitral proceedings, but only a convenient place of meeting. Further, the fact that the arbitral proceedings “shall be held” at a particular venue would also indicate that the parties intended to anchor arbitral proceedings to a particular place, signifying thereby, that that place is the seat of the arbitral proceedings. This, coupled with there being no other - 105 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 significant contrary indicia that the stated venue is merely a “venue” and not the “seat” of the arbitral proceedings, would then conclusively show that such a clause designates a “seat” of the arbitral proceedings. In an International context, if a supranational body of rules is to govern the arbitration, this would further be an indicia that “the venue”, so stated, would be the seat of the arbitral proceedings. In a national context, this would be replaced by the Arbitration Act, 1996 as applying to the “stated venue”, which then becomes the “seat” for the purposes of arbitration. 98. However, the fact that in all the three appeals before us the proceedings were finally held at New Delhi, and the awards were signed in New Delhi, and not at Faridabad, would lead to the conclusion that both parties have chosen New Delhi as the “seat” of arbitration under Section 20(1) of the Arbitration Act, 1996. This being the case, both parties have, therefore, chosen that the courts at New Delhi alone would have exclusive jurisdiction over the arbitral proceedings. Therefore, the fact that a part of the cause of action may have arisen at Faridabad would not be relevant once the “seat” has been chosen, which would then amount to an exclusive jurisdiction clause so far as Courts of the “seat” are concerned.” 13. This case would show that the moment the seat is chosen as Ahmedabad, it is akin to an exclusive jurisdiction clause, thereby vesting the courts at Ahmedabad with exclusive jurisdiction to deal with the arbitration. However, the learned counsel for the respondent referred to and relied upon paras 49 and 71 of the aforesaid judgment. Para 49 only dealt with the aspect of concurrent jurisdiction as dealt with in BALCO v. Kaiser Aluminium Technical Services Inc. [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] [“BALCO”] which does not arise on the facts of the present case. Para 71 is equally irrelevant, in that, it is clear that the parties have, by mutual agreement, entered into an agreement to substitute the - 106 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 venue at Jaipur with Ahmedabad as the place/seat of arbitration under Section 20(1) of the Arbitration and Conciliation Act, 1996. 14. The learned counsel for the respondent relied heavily upon Videocon [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC (Civ) 257] for the proposition that any change in seat could only be by a written agreement signed by the parties. A close look at the judgment in Videocon [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC (Civ) 257] would show that it contained Clause 34.12 which dealt with “venue and law of arbitration agreement” and Clause 35.2 which dealt with “amendment”, as follows : (SCC p. 164, para 3) “3. … 34.12. Venue and Law of Arbitration Agreement.—The venue of sole expert, conciliation or arbitration proceedings pursuant to this Article, unless the parties otherwise agree, shall be Kuala Lumpur, Malaysia, and shall be conducted in the English language. Insofar as practicable, the parties shall continue to implement the terms of this contract notwithstanding the initiation of arbitral proceedings and any pending claim or dispute. Notwithstanding the provisions of Article 33.1, the arbitration agreement contained in this Article 34 shall be governed by the laws of England. 35.2. Amendment.—This contract shall not be amended, modified, varied or supplemented in any respect except by an instrument in writing signed by all the parties, which shall state the date upon which the amendment or modification shall become effective.” - 107 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 15. Given the above, this Court concluded : (Videocon case [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC (Civ) 257] , SCC pp. 169-70, paras 20-21) “20. We shall first consider the question whether Kuala Lumpur was the designated seat or juridical seat of arbitration and the same had been shifted to London. In terms of Clause 34.12 of the PSC entered into by 5 parties, the seat of arbitration was Kuala Lumpur, Malaysia. However, due to outbreak of epidemic SARS, the Arbitral Tribunal decided to hold its sittings first at Amsterdam and then at London and the parties did not object to this. In the proceedings held on 14-10-2003 and 15-10-2003 at London, the Arbitral Tribunal recorded the consent of the parties for shifting the juridical seat of arbitration to London. Whether this amounted to shifting of the physical or juridical seat of arbitration from Kuala Lumpur to London? The decision of this would depend on a holistic consideration of the relevant clauses of the PSC. 21. Though, it may appear repetitive, we deem it necessary to mention that as per the terms of agreement, the seat of arbitration was Kuala Lumpur. If the parties wanted to amend Article 34.12, they could have done so only by a written instrument which was required to be signed by all of them. Admittedly, neither there was any agreement between the parties to the PSC to shift the juridical seat of arbitration from Kuala Lumpur to London nor was any written instrument signed by them for amending Article 34.12. Therefore, the mere fact that the parties to the particular arbitration had agreed for shifting of the seat of arbitration to London cannot be interpreted as anything except physical change of the venue of arbitration from Kuala Lumpur to London.” 16. The aforesaid judgment would have no application to the facts of the present case as there is nothing akin to Clause 35.2, which is the amendment clause which was applied to the facts in Videocon case [Videocon Industries Ltd. v. Union of India, (2011) 6 SCC 161 : (2011) 3 SCC - 108 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (Civ) 257] . This being the case, the parties may mutually arrive at a seat of arbitration and may change the seat of arbitration by mutual agreement which is recorded by the arbitrator in his award to which no challenge is made by either party. 17. The reliance placed by the learned counsel for the respondent on Indus Mobile [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , and in particular, on paras 18 and 19 thereof, would also support the appellant's case, inasmuch as the “venue” being shifted from Jaipur to Ahmedabad is really a shifting of the venue/place of arbitration with reference to Section 20(1), and not with reference to Section 20(3) of the Arbitration and Conciliation Act, 1996, as it has been made clear that Jaipur does not continue to be the seat of arbitration and Ahmedabad is now the seat designated by the parties, and not a venue to hold meetings. The learned arbitrator has recorded that by mutual agreement, Jaipur as a “venue” has gone and has been replaced by Ahmedabad. As Clause 8.5 of the purchase order must be read as a whole, it is not possible to accept the submission of Shri Malkan that the jurisdiction of courts in Rajasthan is independent of the venue being at Jaipur. The two clauses must be read together as the courts in Rajasthan have been vested with jurisdiction only because the seat of arbitration was to be at Jaipur. Once the seat of arbitration is replaced by mutual agreement to be at Ahmedabad, the courts at Rajasthan are no longer vested with jurisdiction as exclusive jurisdiction is now vested in the - 109 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 courts at Ahmedabad, given the change in the seat of arbitration. 18. For all these reasons, it is clear that the impugned judgment [Inox Renewables Ltd. v. Jayesh Electricals Ltd., 2019 SCC OnLine Guj 5671] cannot stand and is set aside. The parties are now referred to the courts at Ahmedabad for the resolution of the Section 34 petition. 19. Vide order dated 12-12-2019 [Inox Renewables Ltd. v. Jayesh Electricals Ltd., 2019 SCC OnLine SC 2036] , this Court stayed the execution proceedings in Execution Petition No. 117 of 2019 on the condition that the appellant shall deposit an amount of Rs 40,00,000 in this Court, which has been so deposited. This deposit will now be transferred to the appropriate forum at Ahmedabad by which the Section 34 petition will be decided. The execution proceedings shall remain stayed till the disposal of the Section 34 petition unless the appropriate forum at Ahmedabad varies this interim order. 20. The appeal is disposed of in the aforesaid terms. 21. Pending applications, if any, stand disposed of accordingly.” 15. In the aforesaid judgment, the Apex Court took note of the facts and circumstances obtaining in the said case and recorded a finding that by mutual agreement, both parties had expressly and mutually agreed that the seat of arbitration would be changed/shifted from Jaipur to Ahmedabad and having done so, - 110 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 the seat or arbitration was held to be Ahmedabad and the appeal was disposed of accordingly; in the instant case, in the absence of any material to conclusively establish that both parties had agreed that both parties had mutually agreed to shift / change the seat of arbitration from Udupi / Manipal to Mangalore, merely because the sole arbitrator who was based out of Mangalore and accordingly, conducted the arbitration proceedings at Mangalore, it cannot be said that the seat of arbitration was at Mangalore, which was only the venue for conducting arbitration proceedings and the seat of arbitration and jurisdiction of the civil court to file the instant petition before the commercial court at Udupi / Manipal and not at Mangalore and consequently, the commercial court came to the correct conclusion by rejecting the application filed by the petitioner. 16. In BBR (India)’s case supra, the Apex Court considered its earlier judgments in Inox Renewables and BGS SGS cases supra, and held as under:- “ 12. However, this order has been set aside by the High Court of Punjab and Haryana vide order dated 14-10- 2019 [S.P. Singla Constructions (P) Ltd. v. BBR (India) (P) Ltd., 2019 SCC OnLine P&H 4287] , with the finding that the - 111 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 courts of Delhi do not have the jurisdiction to entertain the objections under Section 34 of the Act. To this effect, the High Court of Punjab and Haryana has recorded that the agreement between the parties was silent as to “the seat” of the arbitration proceedings, and the second arbitrator Mr Justice (Retd.) T.S. Doabia, vide his first order dated 30-6- 2015, had not determined Delhi to be the “seat of arbitration”. Relying on the decision of this Court in State of W.B. v. Associated Contractors [State of W.B. v. Associated Contractors, (2015) 1 SCC 32 : (2015) 1 SCC (Civ) 1] , the High Court held that the courts at Panchkula had jurisdiction to deal with the case. The review application filed by the appellant was dismissed vide order dated 8-11-2019 [S.P. Singla Constructions (P) Ltd. v. BBR (India) (P) Ltd., 2019 SCC OnLine P&H 6265] . 13. These orders, passed by the High Court of Punjab and Haryana, have been assailed before us by the appellant in these appeals. By order dated 9-1-2020 [BBR (India) (P) Ltd. v. S.P. Singhla Constructions (P) Ltd., 2020 SCC OnLine SC 1391] , notice was issued in the present appeals. 14. Section 2(1)(e) of the Act, which defines the term “court”; Section 20 on the “place of arbitration”; as well as Section 42 read thus: “2. Definitions.—(1) In this Part, unless the context otherwise requires,— (e) “Court” means— (i) in the case of an arbitration other than international commercial arbitration, the Principal Civil Court of original jurisdiction in a district, and includes the High Court in - 112 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 exercise of its ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject- matter of the arbitration if the same had been the subject- matter of a suit, but does not include any civil court of a grade inferior to such Principal Civil Court, or any Court of Small Causes; 20. Place of arbitration.—(1) The parties are free to agree on the place of arbitration. (2) Failing any agreement referred to in sub-section (1), the place of arbitration shall be determined by the Arbitral Tribunal having regard to the circumstances of the case, including the convenience of the parties. (3) Notwithstanding sub-section (1) or sub-section (2), the Arbitral Tribunal may, unless otherwise agreed by the parties, meet at any place it considers appropriate for consultation among its members, for hearing witnesses, experts or the parties, or for inspection of documents, goods or other property. *** 42. Jurisdiction.— Notwithstanding anything contained elsewhere in this Part or in any other law for the time being in force, where with respect to an arbitration agreement any application under this Part has been made in a Court, that Court alone shall have jurisdiction over the arbitral proceedings and all subsequent applications arising out of that agreement and the arbitral proceedings shall be made in that Court and in no other Court.” 15. Interpretation of the term “court”, as defined in clause (e) to sub-section (1) of Section 2 of the Act, had - 113 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 come up for consideration before a Constitutional Bench of five Judges in BALCO v. Kaiser Aluminium Technical Services Inc. [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , (for short “BALCO case”) which decision had examined the distinction between “jurisdictional seat” and “venue” in the context of international arbitration, to hold that the expression “seat of arbitration” is the centre of gravity in arbitration. However, this does not mean that all arbitration proceedings must take place at “the seat”. The arbitrators at times hold meetings at more convenient locations. Regarding the expression “court”, it was observed that Section 2(2) of the Act does not make Part I applicable to arbitrations seated outside India. The expressions used in Section 2(2) [ See para 20 below. By Act 3 of 2016 proviso to Section 2(2) of the Act has been inserted with retrospective effect from 23-10-2015, and the provision as substituted/amended by Act 33 of 2019 for clause (a), now reads—“(2) Scope.—This Part shall apply where the place of arbitration is in India:Provided that subject to an agreement to the contrary, the provisions of Sections 9, 27 and clause (b) of sub-section (1) and sub-section (3) of Section 37 shall also apply to international commercial arbitration, even if the place of arbitration is outside India, and an arbitral award made or to be made in such place is enforceable and recognised under the provisions of Part II of this Act.”] of the Act do not permit an interpretation to hold that Part I would also apply to arbitrations held outside the territory of India. - 114 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 16. Noticing the above interpretation, a three-Judge Bench of this Court in BGS SGS Soma JV v. NHPC Ltd. [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] has observed that the expression “subject to arbitration” used in clause (e) to sub-section (1) of Section 2 of the Act cannot be confused with the “subject- matter of the suit”. The term “subject-matter of the suit” in the said provision is confined to Part I. The purpose of the clause is to identify the courts having supervisory control over the judicial proceedings. Hence, the clause refers to a court which would be essentially a court of “the seat” of the arbitration process. Accordingly, clause (e) to sub-section (1) of Section 2 has to be construed keeping in view the provisions of Section 20 of the Act, which are, in fact, determinative and relevant when we decide the question of “the seat of an arbitration”. This interpretation recognises the principle of “party autonomy”, which is the edifice of arbitration. In other words, the term “court” as defined in clause (e) to sub-section (1) of Section 2, which refers to the “subject-matter of arbitration”, is not necessarily used as finally determinative of the court's territorial jurisdiction to entertain proceedings under the Act. 17. In BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , this Court observed that any other construction of the provisions would render Section 20 of the Act nugatory. In view of the Court, the legislature had given jurisdiction to two courts : the court which should have jurisdiction where the cause of action is located; and the court where the arbitration takes place. This - 115 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 is necessary as, on some occasions, the agreement may provide the “seat of arbitration” that would be neutral to both the parties. The courts where the arbitration takes place would be required to exercise supervisory control over the arbitral process. The “seat of arbitration” need not be the place where any cause of action has arisen, in the sense that the “seat of arbitration” may be different from the place where obligations are/had to be performed under the contract. In such circumstances, both the courts should have jurisdiction viz. the courts within whose jurisdiction “the subject-matter of the suit” is situated and the courts within whose jurisdiction the dispute resolution forum, that is, where the Arbitral Tribunal is located. 18. Turning to Section 20 of the Act, sub-section (1) in clear terms states that the parties can agree on the place of arbitration. The word “free” has been used to emphasise the autonomy and flexibility that the parties enjoy to agree on a place of arbitration which is unrestricted and need not be confined to the place where the “subject-matter of the suit” is situated. Sub-section (1) to Section 20 gives primacy to the agreement of the parties by which they are entitled to fix and specify “the seat of arbitration”, which then, by operation of law, determines the jurisdictional court that will, in the said case, exercise territorial jurisdiction. Sub-section (2) comes into the picture only when the parties have not agreed on the place of arbitration as “the seat”. [ Section 20(2) also applies when “the seat” as mentioned in the agreement is only a convenient venue.] In terms of sub-section (2) of Section 20 the Arbitral Tribunal determines the place of arbitration. The - 116 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Arbitral Tribunal, while doing so, can take into regard the circumstances of the case, including the convenience of the parties. Sub-section (3) of Section 20 of the Act enables the Arbitral Tribunal, unless the parties have agreed to the contrary, to meet at any place to conduct hearing at a place of convenience in matters, such as consultation among its members, for the recording of witnesses, experts or hearing parties, inspection of documents, goods, or property. 19. Relying upon the Constitutional Bench decision in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , it has been held that sub-section (3) of Section 20 refers to “venue” whereas the “place” mentioned in sub-section (1) and sub-section (2) refers to the “jurisdictional seat”. To explain the difference, in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , a case relating to international arbitration, reference was made to several judgments, albeit the judgment in Shashoua v. Sharma [Shashoua v. Sharma, 2009 EWHC 957 (Comm)] was extensively quoted to observe that an agreement as to the “seat of arbitration” draws in the law of that country as the curial law and is analogous to an exclusive jurisdiction clause. [C v. D, 2008 Bus LR 843 : 2007 EWCA Civ 1282 (CA)] The parties that have agreed to “the seat” must challenge an interim or final award only in the courts of the place designated as the “seat of arbitration”. In other words, - 117 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 the choice of the “seat of arbitration” must be the choice of a forum/court for remedies seeking to attack the award. 20. The aforesaid principles relating to international arbitration have been applied to domestic arbitrations. In this regard, we may refer to para 38 of BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , which reads as under : (SCC p. 274) “38. A reading of paras 75, 76, 96, 110, 116, 123 and 194 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] would show that where parties have selected the seat of arbitration in their agreement, such selection would then amount to an exclusive jurisdiction clause, as the parties have now indicated that the courts at the “seat” would alone have jurisdiction to entertain challenges against the arbitral award which have been made at the seat. The example given in para 96 buttresses this proposition, and is supported by the previous and subsequent paragraphs pointed out hereinabove. The BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] judgment, when read as a whole, applies the concept of “seat” as laid down by the English judgments (and which is in Section 20 of the Arbitration Act, 1996), by harmoniously construing Section 20 with Section 2(1)(e), so as to broaden the definition of “court”, and bring within its ken courts of the “seat” of the arbitration [ Section 3 of the English Arbitration Act, 1996 defines “seat” as follows:“3. The seat of the arbitration.—In this Part “the seat of the arbitration” means the juridical seat of the arbitration designated—(a) by the parties to the arbitration agreement, or (b) by any arbitral or other institution or person vested by the parties with powers in that regard, or (c) by the Arbitral Tribunal if so authorised by the parties, or determined, in the absence of any such designation, having regard to the parties' agreement and all the relevant circumstances.”It will be noticed that this section closely approximates with Section 20 of the Indian Arbitration Act, 1996. The meaning of “Court” is laid down in Section 105 of the English Arbitration Act, 1996 whereby the Lord Chancellor may, by order, make provision allocating and specifying proceedings - 118 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 under the Act which may go to the High Court or to County Courts.] .” 21. The Court in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , then proceeded to examine the contention whether para 96 of BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , which speaks of concurrent jurisdiction of the courts, that is, the jurisdiction of courts where the cause of action has arisen wholly or partly, and the courts within the jurisdiction in which the dispute resolution forum — arbitration is located, to observe and elucidate the legal position : (BGS SGS Soma case [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , SCC pp. 274-75, para 40) “40. Para 96 of BALCO case [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] is in several parts. First and foremost, Section 2(1)(e), which is the definition of “court” under the Arbitration Act, 1996 was referred to, and was construed keeping in view the provisions in Section 20 of the Arbitration Act, 1996, which give recognition to party autonomy in choosing the seat of the arbitration proceedings. Secondly, the Court went on to state in two places in the said paragraph that jurisdiction is given to two sets of courts, namely, those courts which would have jurisdiction where the cause of action is located; and those courts where the arbitration takes place. However, when it came to providing a neutral place as the “seat” of arbitration proceedings, the example given by the five-Judge Bench made it clear that appeals under Section 37 of the Arbitration Act, 1996 against interim orders passed under Section 17 of the Arbitration Act, 1996 would lie only to the courts of the seat — which is Delhi in that example — which are the courts having supervisory control, or jurisdiction, over the - 119 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 arbitration proceedings. The example then goes on to state that this would be irrespective of the fact that the obligations to be performed under the contract, that is, the cause of action, may arise in part either at Mumbai or Kolkata. The fact that the arbitration is to take place in Delhi is of importance. However, the next sentence in the said paragraph reiterates the concurrent jurisdiction of both courts.” 22.BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] extensively refers to the judgment of this Court in Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd. [Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760] , which decision refers to the legislative history of Section 2(1)(e) and Section 20 of the Act and the recommendations of the 246th Law Commission Report, 2014. These recommendations, it is observed, were not implemented in consonance with the decision in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] , which, in no uncertain terms, refers to the “place” as the “jurisdictional seat” for the purpose of clause (e) to sub-section (2) of Section 2 of the Act. This judgment was subsequently followed in Brahmani River Pellets Ltd. v. Kamachi Industries Ltd. [Brahmani River Pellets Ltd. v. Kamachi Industries Ltd., (2020) 5 SCC 462 : (2020) 3 SCC (Civ) 326] 23. It may, however, be noted that clause (e) to sub- section (1) of Section 2 was amended by inserting sub- clause (ii) [ “2. (1)(e)(ii) in the case of international commercial arbitration, the High Court in exercise of its - 120 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 ordinary original civil jurisdiction, having jurisdiction to decide the questions forming the subject-matter of the arbitration if the same had been the subject-matter of a suit, and in other cases, a High Court having jurisdiction to hear appeals from decrees of courts subordinate to that High Court;”] with the specific objective to solve the problem of conflict of jurisdiction that would arise in cases where interim measures are sought in India in cases of arbitration seated outside India. In the context of domestic arbitrations it must be held that once the “seat of arbitration” has been fixed, then the courts at the said location alone will have exclusive jurisdiction to exercise the supervisory powers over the arbitration. The courts at other locations would not have jurisdiction, including the courts where cause of action has arisen. As observed above and held in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , and Indus Mobile [ In Indus Mobile Distribution (P) Ltd. v. Datawind Innovations (P) Ltd., (2017) 7 SCC 678 : (2017) 3 SCC (Civ) 760, the Court after clearing the air on the meaning of Section 20 of the Arbitration Act, 1996 made it clear that the moment a seat is designated by agreement between the parties, it is akin to an exclusive jurisdiction clause, which would then vest the courts at the “seat” with exclusive jurisdiction for purposes of regulating arbitral proceedings arising out of the agreement between the parties.] , the moment the parties by agreement designate “the seat”, it becomes akin to an exclusive jurisdiction clause. It would then vest the courts at “the seat” - 121 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 with exclusive jurisdiction to regulate arbitration proceedings arising out of the agreement between the parties. 24. The Court in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] has also dealt with the situation where the parties have not agreed on or have not fixed the jurisdictional “seat of arbitration”, and has laid down the following test to determine the “seat of arbitration” which would determine the location of the court that would exercise supervisory jurisdiction. The test is simple and reads : (SCC p. 289, para 61) “61. It will thus be seen that wherever there is an express designation of a “venue”, and no designation of any alternative place as the “seat”, combined with a supranational body of rules governing the arbitration, and no other significant contrary indicia, the inexorable conclusion is that the stated venue is actually the juridical seat of the arbitral proceeding.” For formulating the test reference was made to several Indian and foreign judgments to emphasise that where the parties had failed to choose the “jurisdictional seat” [BGS SGS Soma JV v. NHPC, (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606 case also examines and explains case law where the courts have held that so called “seat” mentioned in the agreement is convenient “venue” an aspect with which we are not concerned in the present case.] which would be governing the arbitral proceedings, the proceedings must be considered at any rate prima facie as being governed and subject to jurisdiction of the court where the arbitration is being held, on the ground that the said court is most likely to be connected with the proceedings. [ See the principle culled out by Dicey and Morris on the Conflict of Laws (11th Edn., Sweet and Maxwell, 1987).] 25. Accordingly, in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) - 122 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 606] , the law as applicable, where the parties by agreement have not fixed the jurisdictional “seat”, is crystallised as under : (SCC pp. 301-02, para 82) “82. On a conspectus of the aforesaid judgments, it may be concluded that whenever there is the designation of a place of arbitration in an arbitration clause as being the “venue” of the arbitration proceedings, the expression “arbitration proceedings” would make it clear that the “venue” is really the “seat” of the arbitral proceedings, as the aforesaid expression does not include just one or more individual or particular hearing, but the arbitration proceedings as a whole, including the making of an award at that place. This language has to be contrasted with language such as “tribunals are to meet or have witnesses, experts or the parties” where only hearings are to take place in the “venue”, which may lead to the conclusion, other things being equal, that the venue so stated is not the “seat” of arbitral proceedings, but only a convenient place of meeting. Further, the fact that the arbitral proceedings “shall be held” at a particular venue would also indicate that the parties intended to anchor arbitral proceedings to a particular place, signifying thereby, that that place is the seat of the arbitral proceedings. This, coupled with there being no other significant contrary indicia that the stated venue is merely a “venue” and not the “seat” of the arbitral proceedings, would then conclusively show that such a clause designates a “seat” of the arbitral proceedings. In an international context, if a supranational body of rules is to govern the arbitration, this would further be an indicia that “the venue”, so stated, would be the seat of the arbitral proceedings. In a national context, this would be replaced by the Arbitration Act, 1996 as applying to the “stated venue”, which then becomes the “seat” for the purposes of arbitration.” 26. BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] also refers to decision of this Court in Union of India v. Hardy Exploration & Production (India) Inc. [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : - 123 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (2018) 5 SCC (Civ) 790 — In this case the parties had not chosen the seat of arbitration and the Arbitral Tribunal had also not determined the seat of arbitration. Therefore it was held that the choice of Kuala Lumpur as the venue of arbitration did not imply that Kuala Lumpur had become the seat of arbitration.] , which had held that the choice of the venue of arbitration did not imply that it had become the “seat of arbitration” and that the venue could not by itself assume the status of “the seat”; instead a venue could become “the seat” only if “something else is added to it as a concomitant”. According to BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , the reasoning given in Hardy Exploration [Union of India v. Hardy Exploration & Production (India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790 — In this case the parties had not chosen the seat of arbitration and the Arbitral Tribunal had also not determined the seat of arbitration. Therefore it was held that the choice of Kuala Lumpur as the venue of arbitration did not imply that Kuala Lumpur had become the seat of arbitration.] is per incuriam as it contradicts the ratio and law laid down in BALCO [BALCO v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4 SCC (Civ) 810] . Hence, BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] holds that it would be correct to hold that while exercising jurisdiction under sub-section (2) of Section 20 of the Act, an arbitrator is not to pass a detailed or a considered decision. The place where the Arbitral Tribunal holds the arbitration proceedings would, by default, be the - 124 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 venue of arbitration and consequently the “seat of arbitration”. 27. When we turn to the facts of the present case, if the arbitration proceedings were held throughout in Panchkula, there would have been no difficulty in holding that Delhi is not the jurisdictional “seat”. But that was not to be, as on recusal of Mr Justice (Retd.) N.C. Jain and post the appointment of Mr Justice (Retd.) T.S. Doabia arbitration proceedings were held at Delhi. In the context of the present case and noticing the first order passed by the Arbitral Tribunal on 5-8-2014 stipulating that the place of the proceedings would be Panchkula in Haryana and in the absence of other significant indica on application of Section 20(2) of the Act, the city of Panchkula in Haryana would be the jurisdictional “seat” of arbitration. As “the seat” was fixed vide the order dated 5-8-2014, the courts in Delhi would not have jurisdiction. 28. The appellant, however, contends that on the appointment of the new arbitrator, namely, Mr Justice (Retd.) T.S. Doabia, and thereupon the venue being fixed at Delhi, the jurisdictional “seat of arbitration” had changed from Panchkula in Haryana to Delhi. 29. Reliance in this regard is placed upon the decision of this Court in Inox Renewables Ltd. v. Jayesh Electricals Ltd. [Inox Renewables Ltd. v. Jayesh Electricals Ltd., (2023) 3 SCC 733 : 2021 SCC OnLine SC 448] in which the “seat of arbitration” fixed by the parties was Jaipur, but the courts at Ahmedabad had entertained the challenge to the award. The appellant submits that the courts at Ahmedabad had - 125 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 exercised jurisdiction, which was upheld on the ground that the arbitration proceedings were conducted in Ahmedabad. Thus the “seat of arbitration” changed and had got relocated from Jaipur to Ahmedabad. This, in the context of the decision in Inox Renewables [Inox Renewables Ltd. v. Jayesh Electricals Ltd., (2023) 3 SCC 733 : 2021 SCC OnLine SC 448] , is undoubtedly correct, but the aforesaid decision cannot be read as a precept in cases governed by sub-section (2) of Section 20 of the Act. Inox Renewables [Inox Renewables Ltd. v. Jayesh Electricals Ltd., (2023) 3 SCC 733 : 2021 SCC OnLine SC 448] was a case governed under sub-section (1) of Section 20 of the Act, that is, where parties by the agreement had fixed the jurisdictional “seat” at Jaipur, Rajasthan, but thereafter, by mutual consent, had decided to change the venue of proceedings to Ahmedabad prior to the commencement of the arbitration. This evidently resulted in the decision of this Court accepting that the jurisdictional “seat of arbitration” was Ahmedabad. This decision would apply in case the parties, by consent, agree mutually that the “seat of arbitration” would be located at a particular place. The said exercise would be in terms of sub- section (1) of Section 20 of the Act, which endorses and emphasises on party autonomy and choice that determines the “seat of arbitration”. It would not apply when the arbitrator fixes “the seat” in terms of sub-section (2) of Section 20 of the Act. Once the arbitrator fixes “the seat” in terms of sub- section (2) of Section 20 of the Act, the arbitrator cannot change “the seat” of the arbitration, except when and if the parties mutually agree and state that the “seat of arbitration” - 126 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 should be changed to another location, which is not so in the present case. 30. There are good reasons why we feel that subsequent hearings or proceedings at a different location other than the place fixed by the arbitrator as the “seat of arbitration” should not be regarded and treated as a change or relocation of jurisdictional “seat”. This would, in our opinion, lead to uncertainty and confusion resulting in avoidable esoteric and hermetic litigation as to the jurisdictional “seat of arbitration”. “The seat” once fixed by the Arbitral Tribunal under Section 20(2), should remain static and fixed, whereas the “venue” of arbitration can change and move from “the seat” to a new location. Venue is not constant and stationary and can move and change in terms of sub-section (3) to Section 20 of the Act. Change of venue does not result in change or relocation of the “seat of arbitration”. 31. It is highly desirable in commercial matters, in fact in all cases, that there should be certainty as to the court that should exercise jurisdiction. We do not think the law of arbitration visualises repeated or constant shifting of the “seat of arbitration”. In fact, sub-section (3) of Section 20 specifically states and draws a distinction between the venue of arbitration and the “seat of arbitration” by stating that for convenience and other reasons, the arbitration proceedings may be held at a place different than the “seat of arbitration”, which location is referred to as the venue of arbitration. If we accept this contention of the appellant, we would, as observed in C v. D [C v. D, 2008 Bus LR 843 : 2007 EWCA - 127 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Civ 1282 (CA)] , create a recipe for litigation and (what is worse) confusion which was not intended by the Act. The place of jurisdiction or “the seat” must be certain and static and not vague or changeable, as the parties should not be in doubt as to the jurisdiction of the courts for availing of judicial remedies. Further, there would be a risk of parties rushing to the courts to get first hearing or conflicting decisions that the law does not contemplate and is to be avoided. 32. A secondary contention to support the said plea on the ground that the courts where arbitration proceedings are being conducted should be given supervisory powers, on in-depth consideration, must be rejected as feeble when we juxtapose the unacceptable practicable consequences that emerge. Exercise of supervisory jurisdiction by the courts where the arbitration proceedings are being conducted is a relevant consideration, but not a conclusive and determinative factor when the venue is not “the seat”. “The seat” determines the jurisdiction of the courts. There would be situations where the venue of arbitration in terms of sub- section (3) of Section 20 would be different from the place of the jurisdictional “seat”, and it is equally possible majority or most of the hearing may have taken place at a venue which is different from the “seat of arbitration”. Further, on balance, we find that the aspect of certainty as to the court's jurisdiction must be given and accorded priority over the contention that the supervisory courts located at the place akin to the venue where the arbitration proceedings were conducted or substantially conducted should be preferred. - 128 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 33. At this stage, we must also deal with the appellant's argument that substantive proceedings were held in Delhi and, therefore, it would be the “seat of arbitration”. The proceedings before the first arbitration at Panchkula, Haryana, were restricted to filing of pleadings and documents. On deeper consideration, this argument should be rejected for the reasons recorded above, as it will lead to confusion and uncertainty. The legal question raised in the present case must be answered objectively and not subjectively with reference to the facts of a particular case. Otherwise, there would be a lack of clarity and consequent mix-up about the courts that would exercise jurisdiction. There could be cases where the arbitration proceedings are held at different locations, but the “seat of arbitration”, as agreed by the parties or as determined by the arbitrator, may be different, and at that place — “the seat”, only a few hearings or initial proceedings may have been held. This would not matter and would not result in shifting of the jurisdictional “seat”. Arbitrators can fix the place of residence, place of work, or in case of recusal, arbitration proceedings may be held at two different places, as in the present case. 34. For clarity and certainty, which is required when the question of territorial jurisdiction arises, we would hold that the place or the venue fixed for arbitration proceedings, when sub-section (2) of Section 20 applies, will be the jurisdictional “seat” and the courts having jurisdiction over the jurisdictional “seat” would have exclusive jurisdiction. This principle would have exception that would apply when by mutual consent the parties agree that the jurisdictional - 129 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 “seat” should be changed, and such consent must be express and clearly understood and agreed by the parties. 35. We have quoted Section 42 of the Act. Section 42 was also examined in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] and the view expressed by the Delhi High Court in Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd. [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] was overruled observing that the Section 42 is meant to avoid conflicts of jurisdiction of courts by placing the supervisory jurisdiction over all arbitration proceedings in connection with the arbitration proceedings with one court exclusively. The aforesaid observation supports our reasoning that once the jurisdictional “seat” of arbitration is fixed in terms of sub-section (2) of Section 20 of the Act, then, without the express mutual consent of the parties to the arbitration, “the seat” cannot be changed. Therefore, the appointment of a new arbitrator who holds the arbitration proceedings at a different location would not change the jurisdictional “seat” already fixed by the earlier or first arbitrator. The place of arbitration in such an event should be treated as a venue where arbitration proceedings are held. 36. We would now reproduce para 59 of the judgment in BGS SGS Soma [BGS SGS Soma JV v. NHPC Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] , which examines Section 42 of the Act and reads as under : (SCC pp. 288-89) “59. Equally incorrect is the finding in Antrix Corpn. [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] that Section 42 of the Arbitration Act, 1996 would - 130 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 be rendered ineffective and useless. Section 42 is meant to avoid conflicts in jurisdiction of courts by placing the supervisory jurisdiction over all arbitral proceedings in connection with the arbitration in one court exclusively. This is why the section begins with a non obstante clause, and then goes on to state ‘… where with respect to an arbitration agreement any application under this Part has been made in a court…’. It is obvious that the application made under this Part to a court must be a court which has jurisdiction to decide such application. The subsequent holdings of this court, that where a seat is designated in an agreement, the courts of the seat alone have jurisdiction, would require that all applications under Part I be made only in the court where the seat is located, and that court alone then has jurisdiction over the arbitral proceedings and all subsequent applications arising out of the arbitral agreement. So read, Section 42 is not rendered ineffective or useless. Also, where it is found on the facts of a particular case that either no “seat” is designated by agreement, or the so-called “seat” is only a convenient “venue”, then there may be several courts where a part of the cause of action arises that may have jurisdiction. Again, an application under Section 9 of the Arbitration Act, 1996 may be preferred before a court in which part of the cause of action arises in a case where parties have not agreed on the “seat” of arbitration, and before such “seat” may have been determined, on the facts of a particular case, by the Arbitral Tribunal under Section 20(2) of the Arbitration Act, 1996. In both these situations, the earliest application having been made to a court in which a part of the cause of action arises would then be the exclusive court under Section 42, which would have control over the arbitral proceedings. For all these reasons, the law stated by the Bombay [Nivaran Solutions v. Aura Thia Spa Services (P) Ltd., 2016 SCC OnLine Bom 5062] , [Konkola Copper Mines v. Stewarts & Lloyds of India Ltd., 2013 SCC OnLine Bom 777] and Delhi [Antrix Corpn. Ltd. v. Devas Multimedia (P) Ltd., 2018 SCC OnLine Del 9338] High Courts in this regard is incorrect and is overruled.” 37. We have already referred to the first few sentences of the aforementioned paragraph and explained the reasoning in the context of the present case. The paragraph in BGS SGS Soma [BGS SGS Soma JV v. NHPC - 131 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Ltd., (2020) 4 SCC 234 : (2020) 2 SCC (Civ) 606] also explains the non obstante effect as incorporated in Section 42 to hold that it is evident that the application made under Part I must be to a court which has a jurisdiction to decide such application. Where “the seat” is designated in the agreement, the courts of “the seat” alone will have the jurisdiction. Thus, all applications under Part I will be made in the court where “the seat” is located as that court would alone have jurisdiction over the arbitration proceedings and all subsequent proceedings arising out of the arbitration proceedings. The quotation also clarifies that when either no “seat” is designated by an agreement, or the so-called “seat” is only a convenient venue, then there may be several courts where a part of the cause of action arises that may have jurisdiction. An application under Section 9 of the Act may be preferred before the court in which a part of cause of action arises in the case where parties had not agreed on the “seat of arbitration”. This is possible in the absence of an agreement fixing “the seat”, as an application under Section 9 may be filed before “the seat” is determined by the Arbitral Tribunal under Section 20(2) of the Act. Consequently, in such situations, the court where the earliest application has been made, being the court in which a part or entire of the cause of action arises, would then be the exclusive court under Section 42 of the Act. Accordingly, such a court would have control over the arbitration proceedings. [ We are not examining and are not required to decide the question— whether there is a difference between the expression “court” and the “Chief Justice or his nominee” in the present case.] - 132 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 38. Section 42 is to no avail as it does not help the case propounded by the appellant, as in the present case the arbitrator had fixed the jurisdictional “seat” under Section 20(2) of the Act before any party had moved the court under the Act, being a court where a part or whole of the cause of action had arisen. The appellant had moved the Delhi High Court under Section 34 of the Act after the Arbitral Tribunal vide the order dated 5-8-2014 had fixed the jurisdictional “seat” at Panchkula in Haryana. Consequently, the appellant cannot, based on the fastest finger first principle, claim that the courts in Delhi get exclusive jurisdiction in view of Section 42 of the Act. The reason is simple that before the application under Section 34 was filed, the jurisdictional “seat” of arbitration had been determined and fixed under sub-section (2) of Section 20 and thereby, the courts having jurisdiction over Panchkula in Haryana, have exclusive jurisdiction. The courts in Delhi would not get jurisdiction as the jurisdictional “seat of arbitration” is Panchkula and not Delhi. 39. In view of the aforesaid discussion and reasons, we do not find any merit in the present appeals, and the same are dismissed without any order as to costs.” 17. Insofar as the contention urged by the learned counsel for the petitioner that on 30.12.2019 which was the first date of hearing of the arbitration proceedings before the sole arbitrator at Mangalore, both sides agreed that the seat of arbitration shall be Mangalore, as a result of which, the seat of arbitration was shifted - 133 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 from Manipal / Udupi to Mangalore for the purpose of jurisdiction and filing of the present petition in A.P.No.14/2024 which ought to have been filed at Mangalore and not before the commercial court at Udupi, which did not have jurisdiction is concerned, the said contention cannot be accepted for more than one reason; firstly, respondent specifically asserts and contends that except instructing his counsel to file vakalath and enter appearance on his behalf on 30.12.2019, the respondent did not give any instructions to his counsel to give consent or mutually agree for shifting of the seat of arbitration from Manipal / Udupi to Mangalore; it is contended by the respondent that he had instructed his learned counsel that he did not have any objection for the venue of arbitration proceedings to be at Mangalore where the sole arbitrator was stationed / based and that at no point in time, did the respondent instruct or give consent or mutually agree for shifting of the seat of arbitration from Manipal / Udupi to Mangalore and all that he agreed was for the venue of arbitration to be at Mangalore; thirdly, the order sheet dated 30.12.2019 in the arbitral proceedings in A.C.No.7/2019 does not record any consent by the respondent for shifting of the seat of arbitration from Manipal / Udupi to - 134 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Mangalore; lastly, the expression “seat of arbitration” contained in the said order sheet dated 30.12.2019 is clearly a misnomer which actually refers to “venue of arbitration” and not “seat of arbitration”, especially in the absence of any other material on record to establish express consent or mutual agreement between the parties to shift the seat or arbitration from Manipal / Udupi to Mangalore; at any rate, except the stray usage of the expression “seat of arbitration”, the material on record does not satisfy or fulfill the requirements of the parties mutually agreeing to or giving consent to change the seat of arbitration from Manipal / Udupi to Mangalore, albeit agreeing that the venue of arbitration would be at Mangalore, since the arbitrator was based / stationed at Mangalore and in the light of the principles enunciated by the Apex Court in this regard and consequently, the said contention urged by the petitioner cannot be accepted. 18. A perusal of the impugned orders passed by the commercial court rejecting I.A.Nos. 3 and 5 filed by the petitioner will indicate that the commercial court has correctly and properly considered and appreciated the entire material on record and has arrived at the correct conclusion that it is the commercial court at - 135 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Udupi that had jurisdiction who entertain and adjudicate upon the petition filed by the respondent by holding as under:- :Order on IA-III; U/O 7 Rule 10 r/w Section 151 of CPC: Respondent-1 moved this application seeking to return the petition for want of jurisdiction. 2. Petitioner resist the application by filing statement of objections. 3. Heard both side; perused records. 4. Following point arises for consideration; Whether respondent-1 made out a case to return the petition as prayed? 5. Answer to the above point is in negative for the following; R E A S O N S 6. At the outset; petition is filed questioning correctness of Arbitral Award (in short ‘AA’) passed in AC.No.7/19. 7. Respondent-1 marks its appearance and filed the application at hand for the relief stated supra by stating that; petition is filed under Section 34 of Arbitration and Conciliation Act, 1996 (in short ‘A&C’ Act) challenging the AA dated 27.08.2024 passed by Sole Arbitrator Sri.Moosa Kunhi, Retired District & Sessions Judge at Mangaluru in AC.No.07 of 2019. i) Petitioner offered schedule property to develop by constructing a multi-storied apartment building; they entered into a Joint Development Agreement (in short ‘JDA’) dated 24.11.2008. Construction of "Manipal Lake-view" was - 136 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 stopped midway due to fault of petitioner and in breach of the terms of JDA. ii) Dispute arose; respondent-1 invoked arbitration clause of JDA and filed a petition before the Hon’ble High Court of Karnataka for appointment of arbitrator in СМР.No.255 of 2018. iii) As per arbitration clause in Clause No.30 of JDA the venue of arbitration was mutually decided to be at Udupi. But when CMP.No.255/18 came up for hearing both petitioner and the respondent have mutually consented for change of seat of arbitration to Mangaluru & for appointment of Arbitrator Sri.Moosa Kunhi, Retired District & Sessions Judge at Mangaluru. iv) When, petitioner and respondent has mutually consented for change in the seat of arbitration to Mangaluru in CMP.No.255/18, the jurisdiction to file petition under Section 34 of the AC Act can be only filed before the Hon’ble High Court or the District Court having original civil jurisdiction where the seat of arbitration lies and the same has been upheld by the Apex Court in case of Inox Renewables Ltd Vs Jayesh Electrical’s Ltd reported in 2023 (3) SCC 733. v) Petitioner and the respondent have even subjected to the jurisdiction of District Court at Mangaluru after having filed petition under Section 29A for grant of extension of time to arbitration proceedings in AA.No.28/23 on the file of IV Additional District Judge at Mangaluru. v) The seat of arbitration in AP.No.7/19 is different from the venue decided by the parties in the arbitration - 137 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 clause No.30 of the JDA and seat of arbitration is at Mangaluru. vi) Petitioner cannot incautiously file petition before this Court challenging the arbitral award when this Court without any recourse lacks jurisdiction to adjudicate the above case. 8. Petitioner objected the application by contending that; application is false, frivolous and vexations and the same is not maintainable in law or on merits. a) It is denied that; deponent Mr.Suresh Bhandary is the Director of Respondent Company and he has got locus to file this application. b) It is denied that; construction of the building was stopped midway due to the fault of petitioner or breach in terms of JDA.Respondent-1 without obtaining clearance Certificate from Environmental Authority started the construction at Manipal and said Authority filed criminal case, wherein respondent-1 was convicted. c) It is false to say that; venue of arbitration was mutually consented for change as seat of arbitration to Mangaluru in CMP.No.255/18 before the Hon’ble High Court, wherein the Hon’ble Court only appointed Sri.Moosa Kunnhi as the sole arbitrator and nothing else has been decided or agreed. Learned Arbitrator for his convenience has only changed the venue and not the seat of Arbitration as laid down in Clause 30 of JDA. The Order of the High Court is self explanatory but respondent-1 is twisting the facts to suite its illegal purpose. - 138 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 d) The case of Inox Renewables 2023 (3) SCC 733 is applicable only when there was mutual agreement between the parties for the change of seat of arbitration as against the admission of different seat in the Agreement. In this case, only venue has been shifted from Manipal to Mangaluru for convenience but seat remained unchanged as there was no amendment to the JDA to this effect. e) As per Circular dated 03.01.2024 in RJ.No.01/24 of Hon’ble High Court of Karnataka, it is stated that for the extension of the period as contemplated under Section 29A of the A&C Act, 1996, the jurisdiction of the District Court has been taken away and the District Court cannot be construed as the Court as mentioned in Section 2(1) (e) of the Act. Therefore, though extension of time to arbitration proceeding in AA 28/23 filed before the IV Additional District Judge, Mangaluru cannot be accepted as acceptance of jurisdiction of that Court under Section 42 of the said Act. f) The JDA dated 24.11.2008 contains two clauses at No.30 & 31, wherein clause No.30 prescribes the arbitration clause and venue of arbitration at Manipal, Udupi and whereas Clause No.31 prescribes that 'all disputes touching or arising out of this agreement shall be subject to the exclusive jurisdiction of Civil Courts of Udupi. The subject matter of Agreement (immovable property) situated at Shivally Village, Udupi Taluk & District. Admittedly, the parties to JDA are not disputing the clause No.30 & 31 of JDA nor those clauses were amended or there is an express agreement between parties towards variation of the same, - 139 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 g) The respondent-1 in collusion with Government Officials in order to grab the plaint property raised false dispute over the JDA property situated at Manipal, Udupi & a suit is filed before Udupi Court against Government Officials. In addition, the respondent-1 has filed a false criminal case against the petitioner in respect of the JDA property before Udupi Court, which is pending for adjudication. These civil and criminal cases related with the JDA property are pending before the Udupi Court as per Clause 30 & 31 of JDA Agreement. h) The sole Arbitrator Sri.Moosa Kunhi was appointed by the Hon.ble High Court of Karnataka in CMP.No.255/18 by order dated: 11-04-2019. Apart from appointing Sole Arbitrator, the venue of Arbitrator's sitting has not been decided by the Court. i) Sole Arbitrator for convenience has shifted the venue of arbitration tribunal from Manipal to Mangaluru, but it is equally important to note that exclusive jurisdiction of Udupi Courts or the seat of arbitration in resolving the disputes arising out of the agreement has not been altered. Therefore, for the purpose of disputes arising out of the Arbitration Agreement, the Courts in Udupi District alone have got the jurisdiction, j) That pursuant to the passing of Award by the Sole Arbitrator, petitioner has filed the present petition under Section 34 of the Act in this Court. That as per Section 2(1)(e) of the Act, a petition under Section 34 shall be submitted to the Court which is ceased of subject matter of - 140 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 dispute. Subject matter of dispute (immovable property) situated at Shivally Village, Udupi Taluk. k) Award passed by learned arbitrator is very much silent about change of venue from Manipal to Mangaluru & confirmation of seat of arbitration at Mangaluru. When the Award is silent on this fact, the Clauses 30 and 31 of the JDA gets priority as them being not changed or altered. Therefore, petition is maintainable. 9. It is worth to note that; in the case at hand absolutely there is no dispute whatsoever with respect to JDA and the terms and conditions enumerated therein. The undisputed clause-30 & 31 reads thus; “ 30. In case of any dispute between the parties to this agreement regarding the interpretation of the terms and conditions of this agreement or its enforcement or compliance or non-compliance and anything arising out of this agreement or in relation thereto or on account of anything done pursuant thereto and any matter whatsoever touching this agreement between the parties to this deed or their legal representatives etc., it shall be referred to and settled by arbitration as per the provisions of Arbitration and Conciliation Act, 1966 and the decision of the Arbitrator shall be final and binding on both the parties. The owner and the promoter agree that Mr.Paul Mascarenhs, Architect, Mangalore & Mr.Nagesh Hegde, Udupi shall be the Arbitrators to decide all such disputes and the venue of arbitration proceedings shall be at Manipal City. 31. That all disputes touching or arising out of this agreement shall be subject to the exclusive jurisdiction of Civil Courts of Udupi.” 10. For better understanding & appreciation let us see what Section 20 of the A&C Act, 1996 says; 20. Place of arbitration.-(1) The parties are free to agree on the place of arbitration. - 141 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 (2) Failing any agreement referred to in sub- section (1), the place of arbitration shall be determined by the arbitral tribunal having regard to the circumstances of the case, including the convenience of the parties. (3) Notwithstanding sub-section (1) or sub-section (2), the arbitral tribunal may, unless otherwise agreed by the parties, meet at any place it considers appropriate for consultation among its members, for hearing witnesses, experts or the parties, or for inspection of documents, goods or other property. 11. It is worth to note that; Section 20 (1) speaks of party autonomy giving freedom to the parties to agree on place of arbitration and choice given to the arbitral tribunal to determine a convenient place as the place of arbitration under of Section 20 (2). 12. On simple comparison of clause 30 & 31 and the statutory provision Section 20 (1) supra one can say without any hesitation that; here, parties agreed the place of arbitration is Manipal, Udupi, as such Section 20 (2) and (3) have no application to the facts at hand. And they also agreed that; all disputes touching or arising out of agreement shall be subject to the exclusive jurisdiction of civil courts of Udupi. 13. Indisputably, CMP.No.255 of 2018 was filed, wherein at Para-6 it is stated that; When the matter taken up today, learned counsel for the parties jointly submit that the parties are from Mangaluru and Mr.Moosa Kunhi Nayarmole, retired District & Sessions Judge be appointed as a sole arbitrator to adjudicate the dispute between the parties. - 142 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 At Para-7 it is stated that; In view of the aforesaid submission and in the facts of the case, I deem it appropriate to appoint Mr.Moosa Kunhi Nayarmoole, retired District and Sessions Judge, who is based in Mangaluru, as the sole arbitrator to adjudicate the dispute between the parties. 14. On that basis arbitral proceedings AC.No.7/19 held at Mangaluru and AA was passed at Mangaluru, which is impugned herein. 15. Now the question that arises for consideration is; if the place of arbitration is Manipal is fixed as per Section 20 (1) of A&C Act and the parties subjected to exclusive territorial jurisdiction of Civil Courts of Udupi and arbitral proceedings held at Mangaluru; AA was passed at Managluru then which Court whether Court at Mangaluru or Court at Udupi have the jurisdiction to entertain the arbitration application under Section 34 of A&C Act. 16. Answer can be found in the judicial pronouncements which are discussed hereunder; i) In Bharath Aluminium Company V. Kaiser Aluminium Technical Services Inc, (2012) 9 SCC 552, the constitution Bench of Hon’ble Apex Court held that; for the purpose of Section 2(2) of the A&C Act the ‘place’ referred to as ‘juridical seat'. The word “place” used in Section 20(1) & 20(2) refers to “juridical seat”, whereas the word “place” used in Section 20(3) is equivalent to “venue”. The “Court” referred to in Section 2(1)(e) is to identify the - 143 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Court having supervisory control over the arbitration proceedings. Necessarily, it refers to the Court situated within the territorial jurisdiction of the “seat” or “place” of arbitration. ii) In Indus Mobile Distribution (P) Ltd. V. Datawind Innovations (P) Ltd, (2017) 7 SCC 678, held that; the Court situated within the territorial jurisdiction of the seat or place of arbitration alone will entertain an application under Section 34 of the Arbitration Act, 1996. iii) In Brahmani River Pellets Ltd. V. Kamachi Industries Ltd. (2020) 5 SCC 462, held that; the term ‘subject matter’ in Section 2(1)(e) of the Act is to identify the ‘Court’ having supervisory control over arbitration proceedings and that Section 20 read with Section 2(1)(e) will govern the field. iv) In BGS SGS SOMA JV V. NHPC Ltd., (2020) 4 SCC 234, held that; once the seat of arbitration is designated or determined, the same operates as an exclusive jurisdiction clause as a result of which only the Courts where the seat is located would have jurisdiction over the arbitration, to the exclusion of all other Courts, even Courts where part of the cause of action may have arisen. It is also held that; where it is found on the facts of a particular case that either no ‘seat’ is designated by agreement, or has not been so determined by the Arbitral Tribunal, or the so-called ‘seat’ is only a convenient ‘venue’, then there may be several Courts where a part of the cause of action arises, that may have jurisdiction over the arbitration,Wherever there is an express designation of a “venue” and no designation of any alternative place as the “seat”, and the same is combined - 144 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 with a supernational body of rules governing the arbitration, and there are no other significant contrary indica, the inexorable conclusion is that the stated venue is actually the juridical seat of the arbitral proceeding, to the exclusion of all other Courts, even Courts where part of the cause of action may have arisen. v) In BBR (India) Pvt. Ltd Vs SP Singla Constructions Pvt. Ltd., 2023 (1) SCC 693, it is held that; the seat once fixed by the arbitral tribunal under Section 20(2) should remain static and fixed, whereas the venue of arbitration can changed and move from the seat to a new location. Venue is not constant and stationary and can move and change in terms of sub Section (3) to Section 20 of the Act. Change of venue does not result in change or re-location of the seat of arbitration. Once the jurisdictional “seat” of arbitration is fixed in terms of Section 20(2), then, without the express mutual consent of the parties to the arbitration; the “seat” cannot be changed. Such consent must be express and clearly understood and agreed by the parties. vi) In Gujarat State Civil Supplies Corporation Ltd., V. Mahakali Foods Private Ltd., (2023) 6 SCC 401, held that; the place of arbitration for the parties, to entertain and challenge to an arbitral award continues to be the place over which the Court has been conferred with exclusive jurisdiction, as agreed between the parties. vii) In Shashidharan.K V. Manager, Sundaram Finance Ltd., 2018 (3) KHC 638, held that; the Court situated within the territorial jurisdiction of the seat or place of - 145 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 arbitration alone will entertain an application under Section 34 of the Arbitration Act, 1996. viii) In ARB.P.869/22 dated 12.10.22 (New Delhi), Kush Raj Bhatia V. M/s DLF Power & Services Ltd., held that; in agreement the arbitration clause indicates that; the arbitration proceedings shall be held at an appropriate location in New Delhi by a sole arbitrator. And the Civil Courts at Gurugaon and High Court at Chandigrah alone shall has jurisdiction. It is held that; it is quite evident that there is a contraindication in the registered agreement that while the venue of arbitration may be New Delhi, but the seat of arbitration shall be Gurgaon and High Court at Chandigarh. In the circumstances, it has to be held that New Delhi Court has no jurisdiction and it is the Courts at Gurgaon/High Court of Chandigarh which have exclusive jurisdiction for entertaining the disputes arsing of the registered lease agreement. ix) In ARB.P.706/20, dated 09.11.22, (New Delhi), Meenakshi Nehra Bhat & Anr. V. Wave Megacity Centre (P) Ltd., held that; the arbitration clause New Delhi is referred to in that clause only as the location for conducting arbitral proceedings. However, from the jurisdictional perspective, the parties have expressly agreed to territorial jurisdiction vesting in the Courts at Gautam Budha Nagar, Uttar Pradesh and the Allahabad High Court, as may be applicable, depending upon the proceedings in question. It is held that, New Delhi Court does not have territorial jurisdiction to entertain the petition. - 146 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 17. Coming to the factual situation at hand; here, the parties have agreed that the place of arbitration as well as exclusive jurisdiction of Civil Courts is at Udupi. Thus, absolutely there is no dispute that this Court is having jurisdiction to entertain the application under Section 34 of the A&CAct. 18. Now, the question that arises is whether the contention of respondent-1 that this Court has no jurisdiction and only the Court at Mangaluru where arbitration proceedings were conducted is having jurisdiction to entertain the application under Section 34 of A&C Act. 19. The respondent-1 mainly relied on the observations made in the CMP.No.255/18, wherein it is observed that; learned counsel for parties jointly submit that the parties are from Mangaluru and Mr.Moosa Kunhi be appointed as sole arbitrator and on that basis Mr.Moosa Kunhi, retired District Sessions Judge who is based in Mangaluru as the sole arbitrator to adjudicate the dispute between the parties. On the basis of these observations the respondent-1 is argued that; this Court has no jurisdiction to try the petition under Section 34 of A&C Act. 20. Above contention is not tenable because the judicial pronouncements stated supra manifest that; the designated place of arbitration and the exclusive territorial jurisdiction of Civil Courts alone are having jurisdiction to try the petition under Section 34 of A&C Act unless the parties by express agreement have changed the place of arbitration. In CMP.No.255/18 it is only stated that the parties are from - 147 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 Mangaluru and a sole arbitrator is based in Mangaluru and nothing is stated and agreed by the parties that; the place of arbitration is changed from Udupi to Mangaluru. In addition to this the very cause title in CMP No.255/18 depict that Smt.Kshama (R1 therein) and her GPA Holder are the residents of Udupi and not Mangaluru. 21. Respondent-1 argued that; in the case of Inox (supra) the place of arbitration was Jaipur but the arbitration proceedings conducted at Ahmedabad and it is held that; the Courts at Ahmedabad are having jurisdiction to try the application under A&C Act. Said decision is not applicable to the facts at hand because in the said case by mutual agreement the parties have specifically shifted the venue/place of arbitration from Jaipur to Ahmedabad and the same is recorded by the arbitrator in his award to which no challenge is made by either party. But in the case on hand there is no such mutual agreement and arbitrator has not recorded anything about change of seat of arbitration. 22. Respondent-1 argued that; in case of BGS (supra) the place of arbitration was Faridabad but the proceedings were held at New Delhi and the awards were signed at New Delhi and thereby it is held that both the parties have chosen New Delhi as the seat of arbitration under Section 20(1) of Arbitration Act 1996 as such New Delhi Courts have jurisdiction to entertain petition under Section 34 of A&C Act. It is argued that; in the case on hand also entire proceedings are conducted at Mangaluru and award is signed at Mangaluru, as such both parties have chosen Mangaluru as the seat of arbitration. Said decision is not applicable to the - 148 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 case on hand because in said case as per arbitration agreement it was agreed that arbitration proceedings shall be held at New Delhi/Faridabad and it is thereafter for the parties to chose as to in which of the two places the arbitration is finally to be held and the parties therein chose New Delhi, as such it is held that Courts at Faridabad have no jurisdiction and only the Courts at New Delhi are having jurisdiction. But in the instant case only one venue of arbitration is fixed and there is no express mutual agreement between the parties to change the venue of arbitration and only for convenient purpose the arbitral proceedings are conducted Mangaluru. 23. Above discussion makes it crystal clear that the fixed place of arbitration and exclusive territorial jurisdiction of Civil Courts is at Udupi and only for the purpose of the convenient the arbitral proceedings are conducted at Mangaluru and at any stretch of imagination the Courts at Mangaluru will not get any kind of jurisdiction to entertain the petition under Section 34 of the A&C Act. Hence, above point is answered in negative and proceeds to pass the following; O R D E R IA.No.III under Order 7 Rule 10 r/w 151 of CPC filed by the respondent-1 is rejected. No order as to costs.” - 149 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 :Order on IA-V; U/O 47 Rule 1 r/w Sections 114 & 151 of CPC: The applicant/respondent-1 moved this application seeking review of the order dated 07.02.2025, wherein the application for the return of plaint due to lack of territorial jurisdiction was rejected. The review is sought in light of the fact that the parties to the arbitration had already agreed to designate Mangalauru as the seat of arbitration, as clearly mentioned in the order sheet dated 30.12.2019 in AC.No.07/2019. 2. Petitioner resist the application by filing statement of objections. 3. Heard both side; Perused records. 4. Following point arises for consideration; Whether first respondent made out a case to review the order dated 07.02.2025 as prayed? 5. Answer to the above point is in the negative for the following; R E A S O N S 6. At the outset; this petition is filed questioning the correctness of the Arbitral Award (in short ‘AA’) passed in AC.No.7/19. 7. The first respondent appeared and filed an application under Order VII Rule 10 of the CPC, seeking return of the plaint for want of jurisdiction. The first respondent stated that as Clause No.30 of the JDA, the venue of arbitration was mutually decided to be at Udupi. However, when CMP.No.255/18 came up for hearing, both the petitioner and the respondent mutually consented to - 150 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 change the seat of arbitration to Mangaluru and for appointment of an Arbitrator Sri.Moosa Kunhi, Retired District & Sessions Judge at Mangaluru. 8. The petitioner objected to the application, contending that the sole Arbitrator had shifted the venue of arbitration from Manipal to Mangaluru for convenience, but this did not alter the exclusive jurisdiction of the Courts at the seat of arbitration to resolve disputes arising out of the agreement. Therefore, the Courts at Udupi alone have jurisdiction to deal with disputes arising out of the Arbitration Agreement. 9. After contest, said application was rejected vide order dated 07.02.2025. 10. On 06.03.2025, the first respondent filed the present application seeking the aforementioned relief, alleging that the plaintiff made a false statement constituting criminal contempt. The statement, made in relation to judicial proceedings, allegedly lacked honesty and undermined the integrity of the proceedings. a) The first respondent filed an application under Order VII Rule 10 of the CPC, seeking return of plaint on the ground of lack of territorial jurisdiction by contending that the seat of arbitration was at Mangaluru and the District Court at Mangaluru is had jurisdiction, not the Court where the suit was filed. b) The plaintiff has falsely contended that the seat of the arbitration at Mangaluru was not decided, and the District Court, Udupi, has jurisdiction to try the suit. However, the plaintiff has suppressed the fact that the - 151 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 parties had agreed to decide the seat of arbitration at Mangaluru, as clearly mentioned in the order sheet dated 30.12.2019 in AC.No.7/2019. c) This is an important matter that, despite due diligence, could not be produced before the Court earlier. The petitioner deliberately suppressed the consent given before the Arbitral Tribunal for the seat of arbitration to be at Mangaluru, which is reflected in the order sheet of the arbitration proceedings. Due to the document being mixed with other official records, the respondent company was unable to produce the certified copy of the order sheet at the time of hearing for proper appreciation of the case. d) The respondent company is not attempting to challenge the earlier order, but rather seeks to bring on record the material document from the Arbitration Tribunal records and invoke the inherent powers of this Court to review the order dated 07.02.2025, dismissing IA. No. III. 11. Petitioner objected the application, contending that Court had already considered all documents produced by both the parties during the hearing and held that the fixed place of arbitration and the exclusive territorial jurisdiction of the civil courts is at Udupi and only for the purpose of the convenient the arbitral proceedings are conducted at Mangaluru and at any stretch of imagination the Courts at Mangaluru will not get any kind of jurisdiction to entertain the petition under Section 34 of the Arbitration & Conciliation Act. - 152 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 i) The first respondent produced the order sheet of the arbitral tribunal, contending that the alleged change in the seat of arbitration by the parties was incorrect. There was no mutual written consent or registered rectification deed to effect such a change. The petitioner alleged that the applicant’s actions were merely tactical, aimed at dragging out the proceedings and harassing the opponent for unlawful gain. Furthermore, the applicant (R1) failed to comply the requirements under Order 47 and Rules thereof and Section 114 of the CPC. Hence, prayed to reject the application. 12. In light of the factual situation, the sole legal question to be addressed is whether the first respondent has satisfied the legal requirements under Order 47 of the CPC to warrant the exercise of review power by this Court. 13. It is well settled that the scope of review has only a limited jurisdiction circumscribed by the distinctive limits fixed by the language used in Order 47, Rule 1. It may allow a review on three specified grounds. a) discovery of a new and important matter or evidence, which after exercise of due diligence, was not within the applicant’s knowledge or could not be produced by him at the time when the order was made; b) mistake or error apparent on the face of record; or c) for any other sufficient reason. 14. In the present case, the applicant/first respondent has stated in paragraphs 4 & 5 of the affidavit accompanying the application that despite exercising due diligence, the - 153 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 document could not be produced before the Court because it was mixed up with other official documents. 15. The first respondent produced a true copy of the order sheet in AC.No.7/2019 along with the application. The said order sheet does not reveal the date on which it was obtained; however, it is a true copy attested by the Notary on 04.03.2025. If the entire order sheet or at least the last page of the order sheet had been produced with the date of obtaining mentioned, one could have ascertained the date on which it was obtained. However, it appears that the same has been deliberately withheld. 16. As per the said order sheet, on each hearing date, it is specifically indicated that a copy of the proceedings is to be furnished to both sides. This implies that the parties would receive a copy of the proceedings on each hearing date. 17. Here, it is not the case of first respondent that it was unaware of the order. Instead it claimed that the document was mixed with other official records. Moreover, the learned counsel representing the first respondent signed the order sheet on the relevant date of proceedings. 18. In the present case, the first respondent appeared through learned counsel on 07.11.2024. The very next date, on 20.11.2024 the first respondent filed an interim application under Order 7 Rule 10 of CPC. Subsequently, on 23.11.2024 the petitioner filed objection statement to the said application. On 07.02.2025 the order under review was passed. These facts manifest that the first respondent failed to produce the document despite having - 154 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 multiple opportunities to do so, thereby indicating a lack of due diligence. The first respondent was aware of the document’s significance, yet still failed to produce it, which suggests a lack of due diligence and potentially amounts to an attempt to delay or prejudice the proceedings. 19. The first respondent, seeking a review of the order, merely states that the document was mixed with other official documents. This explanation is insufficient to demonstrate due diligence, particularly when the respondent had multiple opportunities to produce the document earlier. 20. The party seeking review must provide detailed explanations and evidence to show that they exercised reasonable diligence in producing the document earlier. No evidence has been placed on record to demonstrate that reasonable care was taken to produce the document earlier. In fact, it appears that no such attempt was made at all. 21. In light of the above discussion, it is clear that a mere statement that the document was mixed with other official documents, without sufficient explanation and evidence, is not enough to establish due diligence. 22. Thus, the first respondent has failed to demonstrate that, despite exercising due diligence, it could not produced the document earlier. As such, the first respondent is not entitled to an order of review. Hence, above point is answered in negative & proceeds to pass the following; O R D E R - 155 - HC-KAR NC: 2026:KHC:3817 WP No. 36026 of 2025 IA.No.V under Order 47 Rule 1 r/w 114 and 151 of CPC filed by the respondent-1 is rejected. No order as to costs. 19. Upon re-appreciation, reconsideration and re-evaluation of the entire material on record, I am of the considered opinion that the impugned orders passed by the commercial court does not suffer from any illegality or infirmity warranting interference by this Court in the exercise of its jurisdiction under Article 227 of the Constitution of India as held by the Apex Court in the cases of Radhey Shyam Vs. Chhabi Nath - (2015) 5 SCC 423, K.P. Natarajan Vs. Muthalammal – AIR 2021 SC 3443 and Mohamed Ali Vs. V. Jaya & others – (2022) 10 SCC 477. 20. Accordingly, I do not find any merit in the petition and the same is hereby dismissed. Sd/- (S.R.KRISHNA KUMAR) JUDGE MDS/SRL