2(2)- This Part shall apply where the place of arbitration is in India.

8[Provided that subject to

an agreement to the contrary, the provisions of Sections 9, 27, and 9[ 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.]
► Juridical or legal seat of arbitration. — 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.
However, 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, BGS SGS SOMA JV v. NHPC
Ltd., (2020) 4 SCC 234
Determination of seat of arbitration. —Mere expression “place of arbitration” in the
arbitration clause, held, cannot by itself be the basis to determine the intention of the parties
that they have intended that place as the juridical “seat” of arbitration. Intention of the parties
as to the “seat” should be determined from reading all clauses in arbitration agreement as a
whole, as to whether there are any clear indicia which indicate the seat of arbitration; and the
conduct of the parties. Designation of “place of arbitration” in arbitration clause, plus
significant indica determine seat of arbitration, Mankastu Impex (P) Ltd. v. Airvisual Ltd.,
(2020) 5 SCC 399.
If the “subject-matter of the suit” is situated within the arbitral jurisdiction of two or more
courts, the parties can agree to confine the jurisdiction in one of the competent courts. Seat of
arbitration once determined, amounts to exclusive jurisdiction clause, Brahmani River Pellets
Ltd. v. Kamachi Industries Ltd., (2020) 5 SCC 462.

Section 9- Interim Measures, etc. by court

Jurisdiction to grant interim measures.—The seat of arbitration alone and not the place of
cause of action determines the jurisdiction of courts over the arbitration, when such seat is
found to be designated or determined, BGS SGS SOMA JV v. NHPC Ltd., (2020) 4 SCC 234.
Section 17. Interim measures ordered by arbitral tribunal.
Validity of emergency arbitration proceedings with juridical seat in India, under governing
institutional rules.—Award/order by Emergency Arbitrator granting interim reliefs is
permissible, when institutional rules under which arbitration takes place permit it, Amazon.
Com NV Investment Holdings LLC v. Future Retail Ltd., (2022) 1 SCC 209.

Section 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. ► Juridical or legal seat of
arbitration.—Court has to undertake a detailed examination to discern from arbitration
agreement and surrounding circumstances, intention of parties as to whether particular place
mentioned refers merely to a venue or does it refer to juridical seat of arbitration, Bharat
Aluminium Co. v. Kaiser Aluminium Technical Services Inc., (2012) 9 SCC 552 : (2012) 4
SCC (Civ) 810. ► Jurisdictional 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, BBR (India) (P) Ltd. v. S.P. Singla
Constructions (P) Ltd., (2023) 1 SCC 693.
28. Rules applicable to substance of dispute.—(1) Where the place of arbitration is situated in
India,— (a) in an arbitration other than an international commercial arbitration, the arbitral
tribunal shall decide the dispute submitted to arbitration in accordance with the substantive
law for the time being in force in India; (b) in international commercial arbitration,— (i) the
arbitral tribunal shall decide the dispute in accordance with the rules of law designated by the
parties as applicable to the substance of the dispute; (ii) any designation by the parties of the
law or legal system of a given country shall be construed, unless otherwise expressed, as
directly referring to the substantive law of that country and not to its conflict of laws rules;
(iii) failing any designation of the law under sub-clause (ii) by the parties, the arbitral tribunal
shall apply the rules of law it considers to be appropriate given all the circumstances
surrounding the dispute. (2) The arbitral tribunal shall decide ex aequo et bono or as amiable
compositeur only if the parties have expressly authorised it to do so. 37[(3) While deciding
and making an award, the arbitral tribunal shall, in all cases, take into account the terms of
the contract and trade usages applicable to the transaction.] NOTES ► Ex aequo et bono
means in justice and fairness; according to what is first and good; according to equity and
conscience (Black's Law Dictionary, 5th Edn., p. 500). Amiable compositeur or amicable
compounders, that is, arbitrators authorised to abate something of the strictness of the law in
favour of natural equity.

Section 31. Form and contents of arbitral award

(1) An arbitral award shall be made in writing and shall be signed by the members of the
arbitral tribunal. (2) For the purposes of sub-section (1), in arbitral proceedings with
more than one arbitrator, the signatures of the majority of all the members of the
arbitral tribunal shall be sufficient so long as the reason for any omitted signature is
stated. (3) The arbitral award shall state the reasons upon which it is based, unless—
(a) the parties have agreed that no reasons are to be given; or (b) the award is an
arbitral award on agreed terms under Section 30. (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. (5) After the arbitral award is
made, a signed copy shall be delivered to each party. (6) The arbitral tribunal may, at
any time during the arbitralproceedings, make an interim arbitral award on any matter
with respect to which it may make a final arbitral award. (7)(a) Unless otherwise
agreed by the parties, where and in so far as an arbitral award is for the payment of
money, the arbitral tribunal may include in the sum for which the award is made
interest, at such rate as it deems reasonable, on the whole or any part of the money,
for the whole or any part of the period between the date on which the cause of action
arose and the date on which the award is made. 42[(b) A sum directed to be paid by
an arbitral award shall, unless the award otherwise directs, carry interest at the rate of
two per cent higher than the current rate of interest prevalent on the date of award,
from the date of award to the date of payment. Explanation.—The expression “current
rate of interest” shall have the same meaning as assigned to it under clause (b) of
Section 2 of the Interest Act, 1978 (14 of 1978).] 43[(8) The costs of an arbitration
shall be fixed by the arbitral tribunal in accordance with Section 31-A.] ► Arbitral
Award — Scope of.—The law on the award as governed by the new Act, 1996, is
other way about of the pre-existing law; it mandates that he award should state the
reasons upon which it is based. In other words, unless (a) the parties have agreed that
no reasons are to be given or (b) the award is an arbitral award on agreed terms under
Section 30 of the new Act, the award should state the reasons in support of
determination of the liability/non-liability, T.N. Electricity Board v. Bridge Tunnel
Construction, (1997) 4 SCC 121. Signing of award by all arbitrators, including by any
dissenting arbitrator is mandatory, Dakshin Haryana Bijli Vitran Nigam Ltd. v.
Navigant Technologies (P) Ltd., (2021) 7 SCC 657. ► Interpretation of award.—The
words, “unless otherwise agreed by the parties” occur at the beginning of Section
31(7)(a) qualifying the entire provision. However, in Section 31(7)(b), the words,
“unless the award otherwise directs” occur after the words “a sum directed to be paid
by an arbitral award shall” and before the words “carry interest at the rate of eighteen
per cent”. Thereby, those words in Section 31(7)(b) only qualify the rate of post-
award interest Morgan Securities & Credits (P) Ltd. v. Videocon Industries Ltd.,
(2023) 1 SCC 602. ► Date of receipt of award.—When award is delivered or
deposited or left in office of a party on a non-working day, date of such physical
delivery is not date of “receipt” of award. Next working day, held, shall be taken as
date of receipt, State of H.P. v. Himachal Techno Engineers, (2010) 12 SCC 210. ►
Delivery of arbitral award.—The delivery of an arbitral award under subsection (5) of
Section 31 is not a matter of mere formality. It is a matter of substance. It is only after
the stage under Section 31 has passed that the stage of termination of arbitral
proceedings within the meaning of Section 32 of the arises. The delivery of arbitral
award to the party, to be effective, has to be “received” by the party. This delivery by
the Arbitral Tribunal and receipt by the party of the award sets in motion several
periods of limitation, Union of India v. Tecco Trichy Engineers & Contractors, (2005)
4 SCC 239. ► Interim Arbitral Award.—Under Section 31(6) the jurisdiction to make
an interim arbitral award is left to the good sense of the Arbitral Tribunal, and that it
extends to “any matter” with respect to which it may make a final arbitral award. .
Therefore, any point of dispute between the parties which has to be answered by the
Arbitral Tribunal can be the subject-matter of an interim arbitral award, IFFCO Ltd. v.
Bhadra Products, (2018) 2 SCC 534. ► Award of Interest (pre-award/pendente lite
and post award).— Discretion available to arbitrator under the provisions of Section
31(7) when there is no agreement between the parties on the issue of award of
interest, However, when parties have agreed to the contrary on any of the aspects
mentioned in Section 31(7)(a), the Arbitral Tribunal will cease to have any discretion
and would be bound by such agreement between the parties, Delhi Airport Metro
Express (P) Ltd. v. DMRC, (2022) 9 SCC 286. ► Waiver of award of interest for pre-
reference period, pendente lite and post reference period.—If a plea is available,
whether on facts or law, it has to be raised by the party at appropriate stage in
accordance with law and if not raised or/and given up with consent, the party would
be precluded from raising such plea at a later stage of the proceedings on the principle
of waiver, Union of India v. Susaka (P) Ltd., (2018) 2 SCC 182. ► Rate of interest
awarded by the arbitrator.—Para 7-A of First Schedule to Arbitration Act, 1940
inserted by Section 24 of U.P. Civil Laws (Reforms and Amendment) Act, 1976 is not
applicable to proceedings/award under 1996 Act even if arbitration agreement is
earlier to date of coming into force of Act of 1996, Shahi and Associates v. State Of
U.P., (2019) 8 SCC 329. ► Post-award interest.—Section 31(7)(b) does not fetter or
restrict the discretion that the arbitrator holds in granting post-award interest and the
arbitrator has the discretion to award post-award interest on a part only of the “sum”,
Morgan Securities & Credits (P) Ltd. v. Videocon Industries Ltd., (2023) 1 SCC 602.
► Necessity of reasons for passing an award.—The passing of a reasoned award is
not an empty formulation under the Arbitration Act. Further, the requirements of a
reasoned order are that the reasoning should be : proper, intelligible and adequate.
Court while exercising jurisdiction under Section 34 has to adjudicate the validity of
an award based on the degree of particularity of reasoning required having regard to
the nature of issues falling for consideration, Dyna Technologies (P) Ltd. v. Crompton
Greaves Ltd., (2019) 20 SCC 1. ► Arbitrator's fee.—Fee prescribed under Schedule
IV is not applicable when arbitrator's fees has been fixed by agreement between the
parties. Updation of fee would depend on amendments made to fee schedule from
time to time
NHAI v. Gayatri Jhansi Roadways Ltd., (2020) 17 SCC 626. ► Party autonomy.—
The phrase “unless otherwise agreed by the parties” used in various sections, namely,
17, 21, 23(3), 24(1), 25, 26, 29, 31, 85(2)(a), etc. of the 1996 Act indicates that it is
open to the parties to agree otherwise than what the statutory provision in question
provides for. So if there is such an agreement between the parties on any aspect so
permitted by the 1996 Act, the arbitrator shall be bound by the same, Delhi Airport
Metro Express (P) Ltd. v. DMRC, (2022) 9 SCC 286. ► Dissenting opinion —
Nature and status.—A dissenting opinion cannot be treated as an award if the majority
award is set aside, Hindustan Construction Co. Ltd. v. National Highways Authority
of India, (2024) 2 SCC 613.

Under section 34, Juridical seat of arbitration. — Determination of applicability of

this section, when juridical seat of arbitration is itself not clear, explained.
Determination of juridical seat of arbitration when arbitration agreement specifying
“venue” for holding arbitration sittings by arbitrators but not specifying the “seat”,
also explained. Interrelationship between “place”, “venue” and “seat” of arbitration,
discussed, Union of India v. Hardy Exploration & Production (India) Inc., (2019)
13 SCC 472.
Section 42. Jurisdiction
Object and relevance.—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. The seat of arbitration alone and not the place
where cause of action arises wholly or partly, determines the jurisdiction of courts
over the arbitration, when such seat is found to be designated or determined, BGS
SGS SOMA JV v. NHPC Ltd., (2020) 4 SCC 234.

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
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.

This extract is taken from Union of India v. Hardy Exploration & Production
(India) Inc., (2019) 13 SCC 472 : (2018) 5 SCC (Civ) 790 : 2018 SCC OnLine SC
1640 at page 495
34. The word “determination” has to be contextually determined. When a “place” is
agreed upon, it gets the status of seat which means the juridical seat. We have already
noted that the terms “place” and “seat” are used interchangeably. When only the term
“place” is stated or mentioned and no other condition is postulated, it is equivalent to
“seat” and that finalises the facet of jurisdiction. But if a condition precedent is
attached to the term “place”, the said condition has to be satisfied so that the place can
become equivalent to seat. In the instant case, as there are two distinct and disjunct
riders, either of them have to be satisfied to become a place. As is evident, there is no
agreement. As far as determination is concerned, there has been no determination.
In Ashok Leyland Ltd. v. State of T.N. [Ashok Leyland Ltd. v. State of T.N., (2004) 3
SCC 1] , the Court (at SCC pp. 38-39, paras 95-96) has reproduced the definition of
“determination” from Law Lexicon, 2nd Edn. by Aiyar, P. Ramanatha and Black's
Law Dictionary, 6th Edn. The relevant paragraphs read thus:
P. Ramanatha Aiyar : Law Lexicon, 2nd Edn.:
“Determination or order.—The expression “determination” signifies an effective
expression of opinion which ends a controversy or a dispute by some authority to
whom it is submitted under a valid law for disposal. The expression “order” must
have also a similar meaning, except that it need not operate to end the
dispute. Determination or order must be judicial or quasi-judicial. Jaswant Sugar
Mills Ltd. v. Lakshmi Chand [Jaswant Sugar Mills Ltd. v. Lakshmi Chand, AIR 1963
SC 677 at p. 680] (Constitution of India, Article 136).”
Black's Law Dictionary, 6th Edn.:
“A “determination” is a “final judgment” for purposes of appeal when the trial court
has completed its adjudication of the rights of the parties in the action. Thomas Van
Dyken Joint Venture v. Van Dyken [Thomas Van Dyken Joint Venture v. Van Dyken,
90 Wis 236 : 279 NW 2d 459 at p. 463 (1979)] .”
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.

Kuala Lumpur as the "place" of arbitration but did not explicitly state that Kuala
Lumpur was the "seat." The court needed to determine whether Kuala Lumpur was
the seat or merely a venue.
The court emphasized that for a "place" to qualify as the "seat," there must be a
determination (an adjudicative or clear expression of opinion) establishing it as such.
If the agreement uses "place" without any further elaboration or if there are attached
conditions, those conditions must be satisfied to elevate the "place" to the status of a
"seat."
Merely mention a place does not automatically make it juridical seat.

In the case of BGS SGS Soma JV vs. NHPC Limited (2020), the Supreme Court
pointed out that if an agreement mentions a specific location "venue" without
specifying any other place as the "seat" and there's no conflicting sign in the
agreement or the behaviour of parties and the mentioned venues should be considered
as Juridical seat of the arbitral proceeding. The Court observed that subsection (3) of
Section 20 of the Arbitration Act refers to the "venue" while the term "Place"
mentioned in subsections 1 and 2 refers to the Jurisdictional seat.
Application of Shachoua principle

Shashoua Principle
In Roger Shashoua v. Mukesh Sharma (2009)
When the arbitration agreement specifically mentions a "venue, the venue is
presumed to be the seat of arbitration, in the absence of evidence to the contrary.
If the agreement does not explicitly designate another location as the "seat," the venue
serves as the juridical seat.
The agreement must refer to a supranational body of arbitration rules, such as the
UNCITRAL Model Law or rules of institutions like the ICC or LCIA, indicating the
parties' intention for a neutral legal framework.
There should be no conflicting evidence (e.g., other clauses in the arbitration
agreement) suggesting that the "venue" is merely a logistical location and not the legal
seat.
section 2(2) and 29

2(2) this part shall apply where the place of arbitration is in India.
In essence, Part I provides the procedural framework (curial law) for arbitration
conducted in India, including:
Appointment of arbitrators.
Powers of courts to grant interim relief.
The conduct of arbitral proceedings.
Challenge to arbitral awards.
Enforcement of awards made in India.
Thus, the seat of arbitration being in India is the default condition for applying Part I
of the Act.
2. Sections Made Applicable to International Arbitrations Outside India – 9,27,37

SECTION 20:
Place of Arbitration
This section gives flexibility to the parties and the arbitral tribunal in determining the
place of arbitration

It will serve as a juridical seat unless it was only intended as a venue.

2(2)-Tribunal’s authority if parties fail to agree
If party fails
It will become the juridical seat
Cannot be changed without the express consent of all parties