International commercial arbitration requires foreign incorporation; Indian incorporation is not changed by offshore management and control.

Section 2(1)(f) of the Arbitration and Conciliation Act, 1996 was construed strictly: a company incorporated in India remains an Indian party even if its central management and control is exercised outside India. That factor alone does not convert the dispute into an international commercial arbitration. The Act was read as maintaining a clear distinction between domestic and international arbitration, reinforced by Section 28. On that basis, the Supreme Court would not have jurisdiction under Section 11 to appoint an arbitrator merely because control is exercised abroad.

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Issues: Whether a company incorporated in India can be treated as engaged in an international commercial arbitration merely because its central management and control is exercised outside India, and whether the Supreme Court has jurisdiction to appoint an arbitrator under Section 11 of the Arbitration and Conciliation Act, 1996 in such a case.

Analysis: The definition of international commercial arbitration in Section 2(1)(f) of the Arbitration and Conciliation Act, 1996 was construed strictly. The expression includes a body corporate incorporated in a country other than India, and the clause relating to central management and control was held not to convert an Indian-incorporated company into a foreign one. The Act was read as distinguishing between domestic arbitration and international commercial arbitration, and Section 28 reinforced that distinction by prescribing different substantive rules depending on whether the arbitration is international or domestic. The Court also held that comparisons with taxing statutes and foreign arbitration legislation could not alter the meaning of the Indian statute. Since both parties were incorporated in India, the dispute did not fall within international commercial arbitration.

Conclusion: A company incorporated in India does not become a party to an international commercial arbitration merely because its central management and control is exercised outside India, and the Supreme Court supported? cannot appoint an arbitrator under Section 11 on that basis.

Ratio Decidendi: For the purposes of Section 2(1)(f) of the Arbitration and Conciliation Act, 1996, a company incorporated in India remains an Indian party, and the place of its central management and control does not by itself make the arbitration an international commercial arbitration.

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