The Bombay High Court has set aside an arbitral tribunal's order that refused interim relief to Oil Field Instrumentation India Pvt. Ltd. in its dispute with Spanish company Xcalibur Multiphysics Group S.L. over an alleged breach of a joint venture agreement. The Court directed disclosure of a contract executed in Bhutan and remanded the matter back to the arbitral tribunal for fresh consideration.
Background of the Case
The dispute arose from a shareholders' agreement executed in October 2022 between Oil Field Instrumentation India Pvt. Ltd. and Xcalibur Multiphysics Group S.L. Under the agreement, the parties agreed to conduct airborne geophysical survey business through their joint venture company across several countries, including India, Bhutan, Nepal, Bangladesh, Sri Lanka and others. The agreement contained exclusivity and non-compete provisions governing the conduct of business in the defined territory.
The Indian promoter alleged that Xcalibur, through its Australian affiliate, secured a geophysical survey contract in Bhutan outside the joint venture structure, violating the exclusivity arrangement. Earlier proceedings resulted in an interim order directing disclosure of details relating to the Bhutan contract. However, the arbitral tribunal later declined to grant relief and accepted Xcalibur's explanation that confidentiality obligations prevented disclosure of the agreement.
Court's Observations
Justice Somasekhar Sundaresan disagreed with the tribunal's approach of excusing disclosure solely on the basis of an alleged confidentiality clause.
The Court observed,
“The finding that a confidentiality clause in a commercial contract with Bhutan can trump an Indian Court’s order is quashed and set aside.”
The judge noted that commercial confidentiality cannot automatically override legal obligations imposed by courts. The judgment emphasized that disclosure mechanisms such as redactions, confidentiality rings and restricted access arrangements could have been explored instead of completely withholding the contract.
The Court also found fault with the tribunal's interpretation of the word "offered" in the shareholders' agreement. According to the tribunal, a technology would fall within the non-compete protection only if it had been accepted and purchased by the joint venture.
Rejecting this view, the Court held that equating the term "offered" with "accepted and paid for" amounted to rewriting the parties' contract. The judgment stated that commercially sophisticated parties must generally be presumed to have intended the words they expressly used.
Decision
Allowing the petition, the High Court set aside the arbitral tribunal's findings on both disclosure and interpretation of the agreement. The Court directed Xcalibur to disclose the Bhutan contract and related correspondence to the arbitral tribunal, including the confidentiality provisions relied upon to resist disclosure. Appropriate confidentiality safeguards may be imposed by the tribunal where necessary.
The Court, however, declined to halt the ongoing Bhutan project and left it open to the tribunal to determine what interim protective measures may be necessary after examining the disclosed material.
The matter has been remanded for a fresh hearing before the arbitral tribunal in accordance with the High Court's findings.
Case Details:
Case Title: Oil Field Instrumentation India Pvt Ltd v. Xcalibur Multiphysics Group S.L. & Ors.
Case Number: Commercial Arbitration Petition (L) No. 16156 of 2026
Judge: Justice Somasekhar Sundaresan
Decision Date: June 8, 2026
