In a packed courtroom on Thursday morning, the Supreme Court declined Balaji Steel Trade’s attempt to pull an international arbitration-already underway and decided in Benin-into the Indian legal fold. The Bench, while speaking in a measured but firm tone, held that Balaji Steel had tried to “anchor a foreign-seated arbitration into India” despite agreeing earlier to resolve disputes only in Benin. The case, which has seen parallel proceedings in Delhi High Court and even a completed arbitration abroad, unfolded like a complicated business quarrel spread across continents.
Background
Balaji Steel Trade had entered into a Buyer-Seller Agreement (BSA) with Fludor Benin S.A. back in 2019. This agreement was the foundation of their commercial relationship and, importantly, contained a simple yet decisive clause: any arbitration “will take place in Benin.” Later, as the business expanded, two more entities-Vink Corporation (Dubai) and Tropical Industries (India)-came into the picture for individual shipment-based contracts. These later contracts had their own arbitration clauses pointing to India, but they were limited to those specific consignments.
When disputes erupted over alleged short-supply and unpaid dues, emails flew, notices followed, and finally Fludor invoked arbitration in Benin. Balaji objected, saying the dispute should be heard in India since later contracts had Indian arbitration clauses. But even before that argument gathered steam, the Benin tribunal had already been appointed and eventually passed a final award in May 2024.
Meanwhile, Balaji also rushed to Delhi High Court seeking an anti-arbitration injunction. That attempt failed in November 2024 when the High Court held that the BSA-not the later contracts-governed the core dispute.
Court’s Observations
Inside the Supreme Court, Balaji tried a new angle: that all contracts were “interlinked” and formed a composite transaction under the TGI Group umbrella. Therefore, according to their lawyers, all disputes should be heard by a single Indian arbitrator. The Bench wasn’t convinced. “The BSA is the mother agreement,” it noted, pointing out that the other contracts were merely shipment-specific instruments with limited scope.
The court added, “The bench observed, ‘When parties knowingly choose a foreign seat, Part I of the Indian Arbitration Act cannot be invoked merely because later contracts mention India.’”
The judges also took note of the fact that the Benin arbitration had already concluded. Allowing another parallel arbitration in India would, in their words, “defeat the territorial principle” and undermine the finality of the foreign award.
On Balaji’s reliance on the ‘group of companies’ doctrine, the Bench was blunt. Common ownership within a corporate group does not automatically merge contracts or arbitration clauses. As the Court remarked, “An overlap of shareholding does not mean the same arbitration agreement extends across entities.”
Another significant point was “issue estoppel” arising from the Delhi High Court judgment. Since the High Court had already decided that the BSA governed the dispute and that arbitration must take place in Benin, Balaji could not re-argue the same issues here.
Decision
Concluding the matter, the Supreme Court dismissed the petition entirely. It held that Indian courts cannot appoint an arbitrator for a foreign-seated arbitration, especially when parties themselves chose Benin as the seat and the arbitration there had already resulted in an award. With that, the Bench closed the file, leaving each side to bear its own costs.
Case Title: Balaji Steel Trade vs. Fludor Benin S.A. & Others
Case No.: Arbitration Petition No. 65 of 2023
Case Type: Section 11(6) Arbitration Petition (International Commercial Arbitration)
Decision Date: 21 November 2025