JUDGMENT M.S.Ramachandra Rao, J. - This Revision is filed under Article 227 of the Constitution of India challenging the order dt.12-06-2018 in I.A.No.256 of 2018 in C.O.S.No.20 of 2017 of the Judge, Commercial Court-cum-XXIV Additional Chief Judge, City Civil Court, Hyderabad. 2. The petitioner in the Revision is the defendant in the said suit. 3. The said suit was filed by respondent/plaintiff against petitioner for recovery of a sum of Rs. 11,27,35,992/- with interest @ 24% p.a. and costs. 4. According to the respondent/plaintiff, in January, 2009, it had issued a tender in relation to the design, engineering, manufacturing, assembly testing, supply and installation of its coal fired 2x67.5 MW Thermal Power Plant at Anantapur, Cuttack District, Orrisa; petitioner submitted offer vide bid dt.09-05-2009; after correspondence between the parties, on 05-07-2010, petitioner submitted a revised price bid and the respondent had held discussion with the petitioner in relation to the project on 13-09-2010 and 14-09-2010. 5. Thereafter the respondent issued on 14-09-2010 a Notice called 'Notice to Proceed for the Main Plant Equipment ( Steam Turbine Package)' ( for short 'Notice to proceed dt.14.9.2010') directing the petitioner to proceed in relation to the project. The broad scope of the work of the petitioner was outlined in the said 'Notice to Proceed' dt.14-09-2010 and the value of the work entrusted was Rs. 93.90 crores. 6. It is an admitted fact that on 15-09-2010 respondent issued another Notice called 'Notice to Proceed /Work Order for the Erection, testing & Commissioning (Steam Turbine Package)' directing the petitioner to proceed with the erection and commission of 2x67.5 MW Steam turbine for the project. The scope of the work of the petitioner again outlined in it. The case of the respondent/plaintiff 7. According to the respondent, the terms and conditions not covered under the Notices to Proceed would be as per the TCE General Conditions of Contract which were to be mutually discussed and agreed by the parties and there was a further requirement of signing of Technical-cum-Commercial Contract by the parties, but no such further terms and conditions were discussed or agreed upon leading to signing of an agreement between the parties. 8. 8. It is alleged that the petitioner did not submit Bank Guarantees as was contemplated under the Notices to Proceed, but the petitioner addressed a letter dt.02-05-2011 to the respondent calling the respondent to release 5% advance amount from the date of receipt of the Notices To Proceed; that petitioner did not give certain drawings in respect of the subject contract and respondent only requested the petitioner to proceed with the preliminary engineering activity etc; that both parties were not keen on discharging their obligations under the respective Notices to Proceed as the respondent was focusing on obtaining permissions, with out which they cannot proceed with the work and the works under the notices could not be taken on; that due to reasons beyond the control of the respondent, there was delay in obtaining approvals from the Departments concerned; and so the respondent, by letter dt.18-06-2011, put the petitioner on notice about the same and called upon the petitioner to keep the orders in abeyance till they receive approvals. 9. It is contended that petitioner agreed to keep the project on hold while calling upon the respondent to expedite the clearance for re-starting the work and ultimately, by letter dt.03-04-2012, because of issues relating to procurement of land etc., a decision was taken to cancel the Notices to Proceed dt.14-09-2010 and 15-09-2010; and a letter dt.03-04-2012 was addressed by the respondent to petitioner requesting for refund of the token advance paid to the petitioner. 10. It was contended that Rs. 5.20 crores was paid to the petitioner by respondent and another letter dt.26-12-2012 was also issued by respondent canceling the Notices to Proceed. It is contended that petitioner refused to refund the amounts received by it from the respondent claiming that cancellation charges are more than advance amount paid by it to respondent. 11. Accordingly, the suit was filed for recovery of the amount of Rs. 5.20 crores with interest @ 24% p.a. from 15-09-2010 to 27-07-2015 by respondent; and the suit was numbered as C.O.S.No.20 of 2017, though it was filed in July, 2015. The stand of the Petitioner 12. 11. Accordingly, the suit was filed for recovery of the amount of Rs. 5.20 crores with interest @ 24% p.a. from 15-09-2010 to 27-07-2015 by respondent; and the suit was numbered as C.O.S.No.20 of 2017, though it was filed in July, 2015. The stand of the Petitioner 12. The petitioner filed a Written Statement along with Counter-Claims for various amounts, and also contended that there is an arbitration clause between the parties and that it is filing an application under Section 8 of the Arbitration and Conciliation act, 1996 (for short 'the Act') to refer the dispute to arbitration. 13. Inter alia it is the contention of the petitioner in its Written Statement that it received Rs. 10.10 crores as advance after the Notices to Proceed were issued and that respondent directed the petitioner to proceed with preliminary engineering activities and such other things in furtherance to the execution of the project. 14. It contended that in response to a direct question of the petitioner as to the effective date of contract, the respondent did not state that the effective date of the contract is to begin from the date of signing of the technical/commercial contract but has only clarified that the commissioning delivery schedule as mentioned in the Notices to Proceed would be from the date of signing of the Technical-cum-Commercial contract. 15. According to the petitioner, the signing of such detailed Commercial-cum-Technical agreement was a mere formality. It contended that the Technical-cum-Commercial Contract did not constitute a core agreement because the tender already issued by respondent with respect to the Project consisted of instructions to the bidders and the General Conditions of Contract for supply and General Conditions of Contract for Erection; and they together, read with Notices to Proceed dt.14-09-2010 and 15-09-2010, formed the basic framework of the contract. 16. It is contended that the parties could not have substantially deviated from the basic conditions at the time of bidding, and the respondent having clearly directed the petitioner to start preliminary engineering activity and other activities in furtherance of the execution of the project, it was clear that the parties intend to proceed in furtherance of the contract. 17. According to the petitioner, the obligation arising out of the Notices to Proceed issued by the respondent were still binding on the petitioner. Reference is made to certain events which occurred between 23-09-2010 and 03-12-2014. 17. According to the petitioner, the obligation arising out of the Notices to Proceed issued by the respondent were still binding on the petitioner. Reference is made to certain events which occurred between 23-09-2010 and 03-12-2014. It stated that it had incurred losses in the form of storage charges and undiverted material lying in inventory apart from cancellation charges for the purchase orders etc. I.A.No.256 of 2018 18. The respondent filed I.A.No.256 of 2018 invoking Section 8 of the Act seeking a reference of the parties to arbitration in terms of arbitration agreement contained in Clause-26 of the General Conditions of Contract for supply. 19. It contended that the parties had agreed to resolve all or any disputes or differences of any kind arising out of the contract by way of arbitration; that the original of contract was not in its possession and the certified copy of the General Conditions of Contract containing arbitration agreement was also in possession of the respondent. It is contended that the Notices to Proceed dt.14-09-2010 and 15-09-2010 were in relation to and in furtherance of the tender awarded to the petitioner for the project; and the General Conditions of Contract which forms part of the bid document contains the arbitration clause which would apply to the relationship between the parties. It is alleged that the suit was filed by respondent with an intention to circumvent the arbitration agreement governing the dispute sought to be raised by the respondent in the suit; that the jurisdiction of the Civil Court is excluded to the extent of the dispute falling within the said arbitration clause; and therefore the application be allowed. Counter of the respondent to the IA 20. Counter-Affidavit was filed by respondent opposing the said application. It is contended that the said I.A. was not maintainable since original arbitration agreement or its certified copy was not filed by petitioner as per Section 8(2) of the Act. 21. It is contended that when the 2nd respondent had issued a legal notice on 15-10-2014 raising the dispute, the petitioner issued a reply on 03-12-2014 without reference to the invitation of bid or General Conditions of Contract or referring to any arbitration agreement between the parties. 22. 21. It is contended that when the 2nd respondent had issued a legal notice on 15-10-2014 raising the dispute, the petitioner issued a reply on 03-12-2014 without reference to the invitation of bid or General Conditions of Contract or referring to any arbitration agreement between the parties. 22. It is contended that petitioner had earlier filed I.A.No.214 of 2018 under Order VII Rule-11(a) C.P.C. questioning the jurisdiction of the Court below and while the same was pending, the instant application was filed contradicting the pleas taken in I.A.No.214 of 2018. 23. It is contended that when a legal notice dt.06-06-2017 was issued by petitioner raising the issue of arbitration agreement and calling upon the respondent to pay Rs. 9,06,47,690/-, the respondent had issued a reply legal notice on 14-06-2017 denying the arbitration agreement and also contending that the claim is barred by limitation. It is contended that there was no ITB and General Conditions of the Contract which were agreed between the parties. 24. It is reiterated that though Notices to Proceed were issued, there was a further requirement of singing of Technical/Commercial contract between the parties and since there was such further Technical/Commercial contract, there was no arbitration agreement between the parties. It is contended that Clause-26 of the General Conditions of Contract does not apply to the present case and there is no valid arbitration agreement between the parties. It is therefore contended that petitioner was not entitled to invoke Section 8 of the Act and the application be dismissed since it was filed only to procrastinate the litigation. The order of the Court below in IA 256 of 2018 25. By order dt.12-06-2018, I.A.No.256 of 2018 was dismissed by the Court below along with I.A.No.214 of 2018. 26. The Court below referred to various decisions cited by the parties, and then noted that the parties admitted about General Conditions of Contract and Notices to Proceed. 27. It also noted that as per the General Conditions of Contract, there is an arbitration clause, but the Notices to Proceed contain Clause -5, which emphasizes the 'mode and terms of payments' and that Clause-18 'other no head of other terms and conditions' (sic). According to the Court below, Clause-18 indicates all the other TCE General Conditions of Contract are not binding. 28. According to the Court below, Clause-18 indicates all the other TCE General Conditions of Contract are not binding. 28. It held that put together TCE General Conditions of Contract and Notices to Proceed show that any dispute resolution has also to be discussed and a mutual agreement should be arrived at, but in the instant case, there is no such mutual agreement. It concluded that dispute resolution by way of arbitration has to be chosen by both parties on mutual consent and such mutual consent was lacking. It is stated that 'both parties are adjudicating their own path ignoring the law of statute and that the Civil Court would have jurisdiction to adjudicate the dispute' (sic). 29. Assailing the same, this Revision is filed. Contentions of the Parties 30. Learned counsel for petitioner contended that the view taken by the Court below about lack of consensus regarding dispute resolution through arbitration between the parties, is erroneous and cannot be sustained. He referred to Clause-26 of the General Conditions of Contract, Clause-18 of the Notice to Proceed dt.14-09-2010 and also Clause-17 of the Notice to Proceed dt.15-09-2010 and contended that the basic terms and conditions were already contained in the General Conditions of Contract and such of those terms and conditions which were modified were indicated in the Notice to Proceed dt.14-09-2010 and the rest of the terms and conditions would continue to be what was agreed upon in the General Conditions of Contract only. Contentions of Counsel for respondent 31. Learned counsel for respondent, however, refuted the said contentions and supported the order passed by the Court below. According to him, Clause-18 of the Notice to Proceed dt.14-09-2010 indicated that the terms and conditions would be mutually discussed and agreed and this suggests that there was no agreement about the dispute resolution mechanism. The Consideration by the Court 32. We have noted the contentions of both sides. 33. There is no dispute that Clause-26 of the General Conditions of Contract for supply contains an arbitration clause between the parties. The Consideration by the Court 32. We have noted the contentions of both sides. 33. There is no dispute that Clause-26 of the General Conditions of Contract for supply contains an arbitration clause between the parties. The said Clause states: "If any dispute or difference of any kind whatsoever shall arose between the purchaser and the vendor/contractor arising out of the contract for the performance of the works, where during the progress of the works or after the completion or whether before or after the termination, abandonment or breach of the Contract, it shall, in the first place, be referred to an settled by the purchaser, who within a period of thirty (30) days after being requested shall give written notes of his decision to vendor/contractor. Save as hereinafter provided, such decisions in respect of every matter so referred shall be final and binding upon the parties until the completion of the works and shall forthwith be given effect to by the vendor/contract who shall proceed with the works with all due diligence, where he or the purchaser requires arbitration as hereinafter provided or not. If after the purchaser has given written notice of his decision, no claim to arbitration has been communicated to him within thirty (30) days from the receipt of such notice, the said decision shall become final and binding on the parties. In the event of the purchaser failing to notify his decision as aforesaid, within thirty (30) days after being requested, or in the event of the vendor/contractor being dissatisfied with any such decision, either party may require and claim within a further period of thirty (30) days after the expiry of the first mentioned period of thirty (30) days that the matter in dispute be preferred to arbitration as hereinafter provided. All disputes or differences in respect of which decision, if any of the purchaser has not become final and binding as aforesaid, shall be settled by arbitration in the manner hereinafter provided. Dispute shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 or any statutory amendments or re-enactments thereof. Each party to the dispute shall appoint one arbitrator i.e. one by contractor and one by purchaser in writing. Each arbitrator, will in turn, appoint an arbitrator as aforesaid, the arbitrator may be appointed by a court of competent authorities at Hyderabad. Each party to the dispute shall appoint one arbitrator i.e. one by contractor and one by purchaser in writing. Each arbitrator, will in turn, appoint an arbitrator as aforesaid, the arbitrator may be appointed by a court of competent authorities at Hyderabad. Any arbitral award given by the arbitrators shall be final and binding on the parties and parties waive irrevocable any rights to any form of appeal, review or recourse to any state or other judicial authority in so far as such waiver may validly be made. The venue of the arbitration shall be Hyderabad. The language of the arbitration shall be English. The venue of any such arbitration shall be Hyderabad up to any and every such reference, the assessment and award of the costs of an incident to the reference and award thereon shall be in the discretion of the sole arbitrator or arbitrators or the umpire as the case may be notwithstanding the existence of any such difference, disputes or all reference thereupon, the obligations under the agreement shall continue, to be fulfilled by both parties hereto during such arbitration proceedings." 34. Clause-2 of the General Conditions of Contract states that the term 'Contract or Contract Documents' shall mean and include Instructions to Bidders, Contract Agreement, General Conditions of Contract and all other documents included in the Bid Document. Therefore, General Conditions of Contract is an integral part of the contract between the parties. 35. No doubt certain terms of the General Conditions of Contract were altered and amendments were made with regard to certain specifications vide the Notice to Proceed for the Main Plant Equipment (Steam Turbine Package) dt.14-09-2010 issued by the respondent to the petitioner. This Notice mentions about the scope of work in relation to the main plaint equipment. It sets out the value of the contract as Rs. 93.90 crores and other terms and conditions of payment and supply including commissioning schedule, performance guarantee, liquidated damages etc. Clause 18 of this Notice to Proceed dt.14-09-2010 states: "18.0 Other Terms and Conditions: All other terms and conditions shall be as per the TCE General Conditions of the Contract to be mutually discussed and agreed." 36. The question to be considered is: " Whether the language of Clause-18 suggests novation of the terms and conditions contained in the General Conditions of Contract relating to dispute resolution through arbitration (Clause-26) or not?" 37. The question to be considered is: " Whether the language of Clause-18 suggests novation of the terms and conditions contained in the General Conditions of Contract relating to dispute resolution through arbitration (Clause-26) or not?" 37. If it were to be treated as modifying the General Conditions of Contract, then it would not be open to the petitioner to maintain a petition under Section 8 of the Act. On the contrary, if it was interpreted as not altering the terms of the General Conditions of Contract in relation to the dispute resolution through arbitration (Clause-26), the petitioner is entitled to have I.A.No.256 of 2018 allowed. 38. Section 8 of the Act states: "8. Power to refer parties to arbitration where there is an arbitration agreement: (1) A judicial authority, before which an action is brought in a matter which is the subject of an arbitration agreement shall, if a party to the arbitration agreement or any person claiming through or under him, so applies not later than the date of submitting his first statement on the substance of the dispute, then, notwithstanding any judgment, decree or order of the Supreme Court or any Court, refer the parties to arbitration unless it finds that prima facie no valid arbitration agreement exists. (2) The application referred to in sub-section (1) shall not be entertained unless it is accompanied by the original arbitration agreement or a duly certified copy thereof: Provided that where the original arbitration agreement or a certified copy thereof is not available with the party applying for reference to arbitration under sub-section (1), and the said agreement or certified copy is retained by the other party to that agreement, then, the party so applying shall file such application along with a copy of the arbitration agreement and a petition praying the Court to call upon the other party to produce the original arbitration agreement or its duly certified copy before that Court. (3) Notwithstanding that an application has been made under subsection (1) and that the issue is pending before the judicial authority, an arbitration may be commenced or continued and an arbitral award made." 39. No doubt Section 8(2) of the Act requires the original arbitration agreement or its certified copy to be filed before the application under Section 8(1) of the Act is entertained by a Court. 40. No doubt Section 8(2) of the Act requires the original arbitration agreement or its certified copy to be filed before the application under Section 8(1) of the Act is entertained by a Court. 40. According to the petitioner, it is not in possession of the original or a duly certified copy of the General Conditions of Contract or arbitration agreement as the tender was issued by the respondent and it is the respondent alone, who is competent to produce the original or its certified copy. Thus, it is clear that the petitioner is invoking the proviso to sub-section (2) of Section 8 of the Act. 41. Therefore the preliminary objection raised by the respondent that the original of the arbitration agreement between the parties is not filed by petitioner, has no merit. 42. The principle of novation of contract was discussed by the Supreme Court in Chrisomar Corporation Vs. MJR, Steels Private Limited, 2017 AIR(SC) 5530 . The Supreme Court considered Sections 62 and 63 of the Contract Act, 1872. It also considered the decision of the Calcutta High Court in Juggilal Kamlapat Vs. N.V. Internationale Crediet-En-Handles Vereeninging Rotter-dam , 1955 AIR(Cal) 65 wherein the principle laid down by Viscount Haldane in 1918 AC page 1 at para-17 was followed. 43. The Calcutta High Court in Juggilal Kamlapat (2 Supra) had held that where there is an original contract, which was modified in certain material particulars, if the modifications do not go to the root of the original contract and did not change the essential character, the facts do not warrant an interference that the parties intended to rescind the original contract. It was held that the effect of the alterations or modifications was that there was a new arrangement i.e a new contract containing as an entirety the old contract together with and as modified by the new terms incorporated. The modifications are read into and become part and parcel of the original contract. The original terms also continue to be part of contract and are not rescinded and/or superseded except insofar as they are inconsistent with the modifications, and those of the original terms which cannot make sense when read with the alterations must be rejected. The modifications are read into and become part and parcel of the original contract. The original terms also continue to be part of contract and are not rescinded and/or superseded except insofar as they are inconsistent with the modifications, and those of the original terms which cannot make sense when read with the alterations must be rejected. It was held that in order that a contract that is altered in material particulars fall under Section 62, it must be clear that the alteration must go to the very root of the original contract and change its essential character, so that the modified contact must be read as doing away with the original contract, and if the modified contract has no independent contractual force, in that it has no meaning and content separately from and independently of the original contract, it is clear that there is no new contract which comes into being. The original terms continue to be part of the modified contract except to the extent that they are inconsistent with the modifications made. 44. The Supreme Court in Christomar Corporation (1 Supra) approved the above decision in Juggilal Kamlapat (2 supra). 45. It also referred to the judgment of Lord Wright in Hillas Vs. Arcos, 1932 AllER 494 at 503-504 as under: "Businessmen often record the most important agreements in crude and summary fashion; modes of expression sufficient and clear to them in the course of their business may appear to those unfamiliar with the business far from complete or precise. It is, accordingly, the duty of the court to construe such documents fairly and broadly, without being too astute or subtle in finding defects; but, on the contrary, the court should seek to apply the old maxim of English law, verba ita sunt intelligenda ut res magis valeat quam pereat. That maxim, however, does not mean that the court is to make a contract for the parties, or to go outside the words they have used, except insofar as there are appropriate implications of law, as, for instance, the implication of what is just and reasonable to be ascertained by the court as matter of machinery where the contractual intention is clear but the contract is silent on some detail. Thus in contracts for future performance over a period, the parties may not be able nor may they desire to specify many matters of detail, but leave them to be adjusted in the working out of the contract."( emphasis supplied) 46. Keeping the above principles in mind, we will consider the instant case. 47. We have extracted clause-18 of the Notice to Proceed dt.14-09-2010. According to us, Clause-18 can be divided into two parts i.e. (a) first part which states 'other terms and conditions shall be as per the TCE General Conditions of the Contract' and the second part (b) 'to be mutually discussed and agreed'. 48. According to us, the first part makes complete sense when it says 'that other terms and conditions shall be as per the TCE General Conditions of the Contract'. When the second part is added to the first part, it ceases to make sense because if all other terms and conditions were to be as per TCE General Conditions of the Contract, there was no necessity for future mutual discussion and agreement on it. As held in Hillas (3 supra), it is the duty of the Court to construe such documents fairly and broadly, without being too astute or subtle in finding defects. The principle of business efficacy has to be applied so as to achieve the result or the consequence intended by the parties acting as prudent businessmen (see Satya Jain and others Vs. Anis Ahmed Rushdie and others,2013 8 SCC 143 ). 49. It is our view that a reading of clause 18 indicates that all other terms and conditions including clause-26 of General Conditions of Contract would be binding on the parties and there was no intention of the parties to depart from this. 50. According to us, the alterations of other terms and conditions made in the Notice to Proceed dt.14-09-2010 do not go to the very root of the original contract or change its essential character and no new contract came into being. Except to the extent modified in the Notice to Proceed dt.14-09-2010, the original terms including Clause-26 would continue to operate between the parties. 51. Except to the extent modified in the Notice to Proceed dt.14-09-2010, the original terms including Clause-26 would continue to operate between the parties. 51. In view of said conclusion, we hold that there is a subsisting agreement between the parties forming part of General Conditions of Contract for supply, which was not in any way altered by the Notice to Proceed dt.14-09-2010; and so the respondent was not entitled to insist on the Civil Court proceeding with the suit in the light of the bar contained in Section 8 of the Act. 52. We also hold that the Court below did not properly consider Clause18 and erroneously came to the conclusion that there was no choice of dispute resolution mechanism mutually agreed between the parties. 53. Accordingly, the Civil Revision Petition is allowed; the order dt.12-06-2018 in I.A.No.256 of 2018 in C.O.S.No.20 of 2017 of the Judge, Commercial Court-cum-XXIV Additional Chief Judge, City Civil Court, Hyderabad is set aside and the said I.A. is allowed; and the Court below is directed to refer the parties to arbitration in terms of the arbitration clause contained in Clause 28 of the General Conditions of Contract for Supply and Erection. No costs. 54. Pending miscellaneous petitions, if any, shall stand closed.