The Calcutta High Court, per Justice Gaurang Kanth, dismissed a petition filed under Section 34 of the Arbitration and Conciliation Act, 1996 (“A&C Act”) by OCL Iron and Steel Limited (“Petitioner”), holding that Kolkata was the juridical seat of arbitration, notwithstanding the arbitration clause designating Bhubaneswar as the venue. The Court held that the express incorporation of the Rules of Conciliation and Arbitration of the Indian Chamber of Commerce (“ICC Rules”), which designate Kolkata as the place of arbitration, coupled with the conduct of the parties, constituted a binding contrary indicium sufficient to displace the presumption that venue equals seat.
Background
Petitioner and Jindal Coke Limited (“Respondent”) entered into two Sale and Purchase Contracts dated 27.08.2021 and 07.09.2021 for supply of coking coal. Disputes arose between the parties and in accordance with the Arbitration Clause, parties were referred for arbitration under the ICC Rules. The arbitration clause mentioned Bhubaneswar as the venue of arbitration.
After completion of pleadings, Jindal filed an application under Section 31(6) of the A&C Act seeking release of certain amounts allegedly admitted by Petitioner in its SOD. Petitioner, on the other hand, sought amendment of its SOD on the ground that certain inadvertent clerical and computational errors had resulted in incorrect admissions. The Arbitral Tribunal, by an interim award dated 15.07.2024, rejected Petitioner’s amendment application and allowed Respondent’s application under Section 31(6) of the A&C Act.
Aggrieved, Petitioner filed the present petition under Section 34 of the A&C Act before the Calcutta High Court, assailing the interim award. Respondent raised a preliminary objection on territorial jurisdiction, contending that Bhubaneswar was the seat of arbitration and therefore only courts at Bhubaneswar has jurisdiction to entertain proceedings under Section 34 of the A&C Act, 1996.
Issues and Decision
Whether the Calcutta High Court has territorial jurisdiction to entertain the petition under Section 34 of the A&C Act, 1996?
The Respondent contended that the Calcutta High Court lacked territorial jurisdiction since the arbitration clause expressly mentioned Bhubaneswar as the venue of arbitration, which in absence of any contrary indicia, must be construed as seat of arbitration. Consequently, only courts at Bhubaneswar would have exclusive supervisory jurisdiction over the arbitral proceedings and any challenge thereto under Section 34 of the A&C Act, 1996.
On the contrary, the Petitioner submitted that the arbitration was governed by the ICC Rules, which expressly provide that Kolkata shall be the place of arbitration. The Respondent further relied upon the conduct of the parties, highlighting that arbitral sittings were held at Kolkata and New Delhi, and never at Bhubaneswar, thereby the parties departed and waived the contractual stipulations regarding Bhubaneswar.
The Court held that the arbitration was admittedly governed by the ICC Rules which formed an integral part of the arbitration agreement. Rule 30 of ICC Rules designates Kolkata as the place or venue of arbitration. While the provisions also uses the expression “venue”, the Court observed that if the Rule 30 is not interpreted to be designating the juridical seat, then the provision would become unworkable and internally inconsistent.
The Court observed that where parties adopt institutional rules that clearly identify the place of arbitration, then such designation of place of arbitration in institutional rules should prevail unless expressly excluded by the parties.
On the presumption laid down in BGS SGS Soma JV vs NHPC Ltd (2020) 4 SCC 234, the Court observed that the Rule 30 is a binding contrary indica, displacing the presumption.
In arriving at its conclusion, the Court also relied upon the conduct of the parties, holding hearings at Kolkata and New Delhi and never at Bhubaneswar. Accordingly, the Court held that Kolkata was the juridical seat of arbitration and that the Calcutta High Court has territorial jurisdiction to entertain the present petition.
Whether the Arbitral Tribunal’s refusal to allow amendment of the SOD could be challenged under Section 34 at an interlocutory stage?
The Petitioner argued that the Petitioner’s application for amendment of the Statement of Defence was decided alongside the Respondent’s application under Section 31(5) of the A&C Act, 1996 and had the effect of conclusively determining certain rights of the parties, rendering it amenable to challenge under Section 34.
The Respondent submitted that refusal to permit amendment of pleadings is a procedural order and the legislative scheme of the act does not permit challenge to procedural or interim orders except in situations expressly provided in the A&C Act such as under Section 16(6) or Section 17. The Respondent further emphasized that the alleged admissions of the Petitioner were not confined to the pleadings alone but were also evident from the documents and records produced by the Petitioner itself.
The Court held that refusal to permit amendment of pleadings is an exercise of procedural discretion under Section 23(3) of the A&C Act, 1996. Such an order did not finally determine substantive rights of the parties and therefore does not qualify as an “interim award” under Section 2(1)(c), nor is it an appealable order under Section 37 of the A&C Act, 1996.
The Court rejected Petitioner’s contention that refusal of amendment conclusively negated its defence, observing that interpretation of contractual clauses is a matter of legal argument and can be addressed at the stage of final adjudication even without amended pleadings. The Court emphasized that any grievance regarding refusal of amendment can be raised, if permissible in law, at the stage of challenge to the final arbitral award.
Case Details
Case Title: OCL Iron and Steel Limited vs Jindal Coke Limited
Court: High Court at Calcutta (Commercial Division)
Coram: Justice Gaurang Kanth
Date of Judgment: 09 January 2026
Case Number: AP-COM 856 of 2024
Counsels for Petitioner: Mr. Chayan Gupta, Adv.; Mr. Pourash Bandyopadhyay, Adv.; Mr. Rajesh Upadhyay, Adv.; Ms. Surabita Biswas, Adv.
Counsels for Respondent: Mr. Sarad Kumar Sunny, Adv.; Mr. Chiranjib Sinha, Adv.; Mr. Madhav Binzani, Adv.