Gujarat High Court Says Arbitral Hearing Venue Cannot Alter Contractual Seat, Rejects Kirloskar's Plea

The Gujarat High Court on 8 May held that the juridical “seat” of arbitration cannot be shifted merely because arbitral proceedings were conducted elsewhere or because the arbitral tribunal recorded such a statement in procedural minutes, where the contract required any variation to be made only through a formal written amendment.

A Division Bench of Chief Justice Sunita Agarwal and Justice D.N. Ray upheld a Commercial Court order refusing to shift the arbitration seat from Ankleshwar to Ahmedabad in a dispute between Kirloskar Pneumatic Company Limited and Oil and Natural Gas Corporation Limited (ONGC). The Court observed:

“For shifting of 'juridical seat', there may be a mutual agreement of the parties, however, such an agreement or consent shall be express in writing, clearly understood and agreed by the parties. As found by us that there is no such mutual agreement or consent of the parties in writing, expressly and clearly understood and agreed by them, it cannot be held that the statement recorded by the learned Arbitrator in paragraph No. '5' of the preliminary arbitral meeting dated 07.10.2021 is the mutual agreement of the parties for shifting of the jurisdictional “seat” of arbitration from 'Ankleshwar' to 'Ahmedabad'.”

The dispute arose from a contract awarded by ONGC to Kirloskar for installation and commissioning of gas compression facilities at ONGC's Ankleshwar asset. Clause 1.3.2(11) of the contract provided that the arbitration seat would be the place from where the Letter of Award or Notice of Award was issued, while permitting hearings to be conducted elsewhere for convenience.

Arbitration was invoked and a three-member arbitral tribunal was constituted. During a preliminary arbitral meeting held on 7 October 2021, the tribunal recorded that, with consent of counsel, “the seat of arbitration shall be at Ahmedabad”. Proceedings were thereafter conducted in Ahmedabad. The tribunal passed its award on 13 March 2023 and later issued a clarificatory order under Section 33(1) of the Arbitration and Conciliation Act, 1996 on 15 April 2023.

ONGC subsequently filed a petition under Section 34 of the Arbitration Act before the Commercial Court at Ankleshwar challenging the award and the Section 33 order, along with an application under Section 36(2) seeking stay of the award.

Kirloskar objected to the territorial jurisdiction of the Ankleshwar court, contending that the arbitration seat had shifted to Ahmedabad during the arbitral proceedings. However, on 18 March 2026, the Commercial Court rejected the objection, holding that no written amendment changing the arbitration seat had ever been executed.

Kirloskar then approached the Gujarat High Court under Article 227 of the Constitution challenging the Commercial Court's order. Before the High Court, Kirloskar argued that once the tribunal recorded in the meeting minutes that “the seat of arbitration shall be at Ahmedabad”, courts at Ahmedabad alone would have jurisdiction to entertain the challenge to the award.

ONGC countered that Clause 1.3.2(11) fixed Ankleshwar as the arbitration seat and that Clause 1.2.6 permitted any variation only through a written amendment signed by both parties. It also argued that the petition under Article 227 was barred by Section 8 of the Commercial Courts Act, 2015, which prohibits challenges to interlocutory Commercial Court orders.

The High Court nevertheless entertained the petition, holding that the issue relating to the arbitration seat warranted exercise of supervisory jurisdiction. On merits, the Court rejected Kirloskar's contention and held that no written amendment satisfying Clause 1.2.6 had ever been executed for shifting the seat from Ankleshwar to Ahmedabad.

The Bench termed the use of the word “seat” in the arbitral meeting minutes as “superfluous” and reiterated the distinction between “seat” and “venue”. It held that Ahmedabad was merely a convenient venue for conducting hearings under Section 20(3) of the Arbitration Act and not the juridical seat of arbitration. It added:

“The minutes of the preliminary arbitral meeting dated 07.10.2021 recorded by the learned Presiding Arbitrator would have no bearing on the terms and conditions of the written contract between the parties”

Accordingly, the High Court upheld the Commercial Court's order rejecting Kirloskar's jurisdictional objection and permitted ONGC's pending Section 34 challenge to proceed at Ankleshwar.

Appearances for petitioner (Kirloskar Pneumatic Company Limited): Advocates Mihir Thakore, Khyati Pravin Jha, Helly Parikh, Nirag N. Pathak.

Appearances for respondent (Oil and Natural Gas Corporation Limited): Advocates Manisha Luvkumar, Rohan Luvkumar, Aaditya Dave, Pancham Jhala, Aaditya Karnavat.