Siemens Financial Services Private LimitedversusSaroj Diagnostic Laboratory LLP

            IN THE HIGH COURT OF JUDICATURE AT BOMBAY
               ORDINARY ORIGINAL CIVIL JURISDICTION

     COMMERCIAL ARBITRATION APPLICATION NO.241 OF 2026
Siemens Financial Services Pvt. Ltd.,                  ]
Registered Office at Worli, Mumbai                     ] .. Applicant
              Versus
1. Saroj Diagnostic Laboratory LLP,                    ]
   Address at Ernakulam, Kerala                        ]
2. Arun Jyotish KC,                                    ]
   Address at Kozhikode, Kerala                        ]
3. Alphilin Jose,                                      ]
   Address at Ernakulam/Kozhikode, Kerala              ]
4. Remya Rachel George,                                ]
   Address at Ernakulam/Pathanmthitta, Kerala          ] .. Respondents


Mr. Nishant Chothani with Ms. Anushka Shetty, Advocates, i/by MLS Vani &
Associates, for the Applicant.
Mr. Paul Jacob, Advocate, i/by Khare Legal Chambers, for the Respondents.


                               CORAM : GAUTAM A. ANKHAD, J.
                               DATE        : 2ND JULY 2026
P.C. :

1.       The Applicant has filed this Application under Section 11 of the

Arbitration and Conciliation Act, 1996 to adjudicate upon disputes that have

arisen between the Applicant and the Respondents under the Finance

Agreement dated 25th June 2024 ("Agreement"). The execution of the

Agreement is not in dispute. The relevant dispute resolution clause under the

Agreement reads as under:-
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       “16(d)        Governing law and Jurisdiction
                     This Agreement is governed by Indian Law and shall be
                     subject to the jurisdiction of the Courts in Mumbai.

        16(e)        Arbitration
                     All disputes, differences and/or claim arising out of or in
                     connection with this Agreement and the Schedule(s)
                     attached hereto or the performance of this Agreement
                     shall be settled by arbitration in accordance with the
                     provisions of the Arbitration and Conciliation Act. 1996,
                     or any statutory amendments thereof and shall be referred
                     to the sole Arbitrator nominated/appointed by the Lender.
                     The place of arbitration shall be Mumbai and the award
                     given by such an Arbitrator shall be final and binding on
                     the parties to this Agreement.”

2.      Mr. Chothani, learned counsel appearing for the Applicant, submits that

the disputes arise out of the Agreement under which the Applicant advanced a

loan of Rs. 7,38,00,000/- to Respondent No.1. Respondent Nos.2 to 4 executed

the Agreement as guarantors and jointly and severally, unconditionally and

irrevocably guaranteed repayment of the loan by Respondent No.1. The

Agreement also provides for creation of certain additional securities in favour

of the Applicant. Pursuant to the Agreement, Respondent No.1 availed of the

loan facility but thereafter committed defaults in repayment. Consequently, the

Applicant issued a recall-cum-invocation notice dated 17th June 2025, followed

by a further invocation notice dated 2nd March 2026.


3.      Both notices were duly served upon the Respondents, and the
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acknowledgments thereof are annexed at Exhibits "E" and "F" to the paper-

book. The Respondents have neither disputed receipt of the notices nor denied

the invocation of the arbitration agreement or the underlying claims. Since the

Respondents failed to respond or take any steps pursuant to the invocation

notices, the Applicant has filed the present Application under Section 11 of the

Arbitration and Conciliation Act, 1996.


4.      Mr. Jacob, learned counsel appearing for the Respondents, does not

dispute the execution of the Agreement or the receipt of the notices dated 17 th

June 2025 and 2nd March 2026. The Application is opposed on the ground that

the Agreement merely stipulates Mumbai as the "place" of arbitration and does

not designate it as the "seat" of arbitration. According to him, in the absence of

an express agreement identifying Mumbai as the seat of arbitration, this Court

lacks territorial jurisdiction to entertain the present Application. Reliance is

placed upon the decisions of the Hon’ble Supreme Court in BGS SGS SOMA

JV v. NHPC Limited1 and BBR (India) Private Limited v. S.P. Singla

Constructions Private Limited2 to submit that a mere reference to the "place"

of arbitration does not, by itself, amount to designation of the juridical seat. On

this basis, he prays that the present Application be dismissed for want of

jurisdiction.
1
     (2020) 4 SCC 234
2
     (2023) 1 SCC 693
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5.       I have heard the learned counsels appearing for the parties and perused

the record. Clause 16(d) of the Agreement expressly provides that the

Agreement shall be subject to the jurisdiction of the Courts at Mumbai. Clause

16(e), which contains the arbitration agreement, further stipulates that the place

of arbitration shall be Mumbai. The Agreement is clear and unequivocal. The

parties have consciously agreed that the arbitration proceedings shall be

conducted at Mumbai while simultaneously conferring jurisdiction upon the

Courts at Mumbai in respect of the Agreement. There is no contrary indication

in the Agreement suggesting that any other place was intended to be the

juridical seat of arbitration. The arbitration agreement was duly invoked by the

Applicant through notices dated 17th June 2025 and 2nd March 2026. The

Respondents admittedly received both notices and have not replied to the same.

The Respondents have neither disputed the invocation of the arbitration

agreement nor questioned its validity or enforceability. In my view, the

objection with regard to the territorial jurisdiction of this Court is devoid of

merit.


6.       It is well settled that while exercising jurisdiction under Section 11 of the

Arbitration and Conciliation Act, 1996, the referral Court is required to

undertake only a limited examination as to the existence of a valid arbitration

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agreement. The Hon'ble Supreme Court in Interplay between Arbitration

Agreements under Arbitration and Conciliation Act, 1996 and Stamp Act, 1899,

in Re3 and in SBI General Insurance Company Vs. Krish Spinning 4, that the

referral Court ought not to venture beyond the existence of an arbitration

agreement. Since the existence of the arbitration agreement is not in dispute in

the present case, there is no impediment to the appointment of an Arbitrator.


7.      The Respondents’ reliance upon the judgment in BGS SGS SOMA JV

(supra) is misconceived. Far from supporting the Respondents, the said

decision reinforces the Applicant's case. In paragraphs 61 and 82, the Hon'ble

Supreme Court has categorically held as under:


          “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.
            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

3
     (2024) 6 SCC 1
4
     (2025) 3 SCC (Civ) 567
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                 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.”


        In the present case, the Agreement specifically provides that the place of

arbitration shall be Mumbai. Clause 16(d) expressly confers jurisdiction upon

the Courts at Mumbai. There is no provision in the Agreement suggesting any

different seat of arbitration. These provisions, read harmoniously, demonstrate

the parties intention to treat Mumbai as the juridical seat of arbitration.


8.      Similarly the reliance upon BBR (India) is also misplaced. That decision

arose in an entirely different factual context where the arbitration agreement

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did not specify either the seat or the venue of arbitration, thereby requiring the

Court to determine the seat on the basis of other surrounding circumstances.

This is not the case here. The ratio of BBR (India) far from advancing the

Respondents' case, reiterates the principles laid down in BGS SGS SOMA JV.


9.      In view of the above, there is no merit in the objection raised by the

Respondents regarding the territorial jurisdiction of this Court. Hence, this

Commercial Arbitration Application no. 241 of 2026 is allowed and

disposed of in the following terms:-


        [A].     Hon’ble Shri Justice Dhiraj Singh Thakur, Former Chief

                 Justice of Andhra Pradesh High Court, is hereby appointed

                 as the sole Arbitrator to adjudicate upon the disputes and

                 differences between the parties arising out of and in

                 connection with or in relation to the Agreement referred to

                 above. The contact details of Hon’ble Shri Justice Dhiraj

                 Singh Thakur, the sole Arbitrator, are “Office Address :

                 Flat No.202, Surabhi Co-operative Housing Society Ltd.,

                 Oshiwara, Jogeshwari (West), Mumbai–400102; E-mail :

                 [email protected]            and         Contact

                 no.: 9419187734”.

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        [B].     A copy of this order will be communicated to the learned

                 Arbitrator by the Advocate for the Applicant within a

                 period of one week from the date on which this order is

                 uploaded on the website of this Court. The Applicant shall

                 provide the contact and communication particulars of the

                 parties to the Arbitral Tribunal along with a copy of this

                 order.


        [C].     The learned Arbitrator is requested to forward the statutory

                 Statement of Disclosure under Section 11(8) read with

                 Section 12(1) of the Act to the Advocate for the Applicant

                 so as to enable them to file the same in the Registry of this

                 Court. The Registry of this Court shall retain the said

                 Statement on the file of this Arbitration Application and a

                 copy of the same shall be furnished by the Advocate for

                 the Applicant to the Respondents.


        [D].     The parties shall appear before the learned Arbitrator on

                 such date in physical or virtual mode as indicated, to

                 obtain appropriate directions with regard to conduct of the

                 arbitration including fixing schedule for pleadings,
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                 examination of witnesses, if any, schedule of hearings etc.

                 At such meeting, the parties shall provide a valid and

                 functional e-mail address along with mobile and landline

                 numbers of the respective Advocates of the parties to the

                 Arbitral Tribunal.


        [E].     The fees of the learned Arbitrator shall be as per the Fourth

                 Schedule of the Act read with the Bombay High Court (Fee

                 Payable to Arbitrators) Rules, 2018.


        [F].     All issues on merits of the claims and counterclaims are

                 kept open to be agitated before the Tribunal.


        [G].     The arbitration shall be held at Mumbai.




                                                     [ GAUTAM A. ANKHAD, J. ]




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