( 1 ) SUIT No. 200/2000 is filed by the Prentice Hall India Pvt. Ltd. (hereinafter referred to as "indian Company" ). The main defendant is defendant No. 1, namely. Prentice Hall Inc. which is a company incorporated in USA. The defendants 2 to 6 are the companies incorporated in different countries other than India which are associate companies of defendant No. 1. The plaintiff has filed this suit for declaration of title, permanent injunction restraining infringement of copyright, breach of contract, rendition of accounts, delivery up etc. ( 2 ) IT may be mentioned at the outset that the plaintiff was incorporated in India on 6- 6-1963 as a joint venture with defendant no. 1. The basis for filing the present suit is agreement dated 7-9-1983 between the plaintiff and the defendant No. 1 under which the plaintiff claims to have exclusive rights to print, reprint, translate, adapt, publish and sell in India and export to any other Asian or other countries low-cost standard text books and other books for schools, colleges, universities or other institutions or books for any other purpose, primarily relating to subjects of Science, technology, Literature, Fine Arts, Economics, Law and any other subject in which copyrights of such books are owned or may be owned by the defendant No. 1 or any of its subsidiary associate companies. While the plaintiff maintains that this Agreement is continuing as per which it is the plaintiff company only which has the aforesaid rights, the grievance of the plaintiff is that the defendant No. 1 or its subsidiary associates, namely, defendants 2 to 6 are violating this agreement and have started printing, publishing and marketing the books in india on their own or through other parties. It is mentioned in para-22 of the plaint that as on the date of the filing of the suit 50 numbers of such publications were available in Indian market, the details of which are given in that para. These books and publications, according to the plaintiff have been reprinted without the consent of the plaintiff and, therefore, infringe the plaintiffs copyright granted to it by Agreement dated 7-9-1983. These books and publications, according to the plaintiff have been reprinted without the consent of the plaintiff and, therefore, infringe the plaintiffs copyright granted to it by Agreement dated 7-9-1983. ( 3 ) THE plaintiff has, therefore, prayed for the following reliefs in the suit : (A) "a declaration in favour of the plaintiff to the effect that the plaintiff is the owner of copyright by virtue of being the exclusive licensee for the territory of India or Asian or other countries in relation to the publications of the defendant Nos. 1 to 6 including titles listed in paragraph 22 of the plaint as well as other publications which defendant nos. 1 to 6 or any other associate or subsidiary company of Prentice Hall Inc. are proprietors of at present or and may become proprietors of in the future as specified in the agreement dated 7th September, 1983, and the publication or import or reprint by any of the defendants directly or indirectly within the specified territory would amount to an infringement of the plaintiffs exclusive rights. (B) a permanent injunction restraining the defendants from printing, publishing, causing the printing or publishing or importing into India any publications that the plaintiff is the proprietor of amounting to an infringement of copyright of the plaintiffs in respect of titles listed in paragraph 22 listed in paragraph 22 of the plaint as well as titles that the defendant Nos. 1 to 6 are the proprietors of and may become the proprietors of publications in future amounting to infringement. (C) a permanent injunction restraining the defendants from publishing, printing, causing the publishing or printing or importing into India or any Asian or other country any of the publications listed in paragraph 22 of the plaint as well as any other publication that the defendant Nos. 1 to 6 are proprietors of thereby amounting to an breach of the terms of the agreement dated 7th September, 1983. (D) a delivery up of all the infringing copies of publications that violate the copyright of the plaintiff thereon as well as amount to a breach of the terms of the agreement dated 7th September, 1983. (E) an order for rendition of accounts of profits illegally earned by the defendants and an order be passed in the amount of the profits so earned. (F) an order for costs in the proceedings. (E) an order for rendition of accounts of profits illegally earned by the defendants and an order be passed in the amount of the profits so earned. (F) an order for costs in the proceedings. (G) any further orders as this Hon ble court may deem fit and proper under the facts and circumstances of the case. " ( 4 ) ALONG with the plaint the plaintiff has also filed application under Order xxxix, Rules 1 and 2 read with Section 151. CPC (IA. 992/2000) seeking declaration of title and praying for ad interim injunction restraining infringement of copyright and breach of contract etc. ( 5 ) THE defendant No. 1 has contested this suit by filing written statement and reply to this application. The defendants 2 to 6 have filed applications under Order I, Rule 10, CPC alleging that they are unnecessarily impleaded as parties in this suit and that there is no cause of action against these defendants. Prayer made in these applications, therefore, is to delete them from the array of parties. In this respect IA. 2012/ 2000 is filed by defendants 2, 5 and 6, IA. 2706/2000 is filed by defendant No. 4 and ia. 2707/2000 is filed by defendant No. 3. ( 6 ) SUIT No. 716/2000 is filed by Prentice hall Inc which is defendant No, 1 in Suit no. 200/2000. This suit is filed against Indian company stating that the Indian Company has nothing to do with various publications of the Prentice Hall Inc and its sub sidiary associates in India and further that they have right to make such publications in India. 200/2000. This suit is filed against Indian company stating that the Indian Company has nothing to do with various publications of the Prentice Hall Inc and its sub sidiary associates in India and further that they have right to make such publications in India. The following reliefs are prayed in this suit : (A) "a decree of declaration declaring that the defendant is not the exclusive licensee of the plaintiff in any book in which the plaintiff has a copyright; (b) a decree of declaration declaring that the Agreement dated 7th September, 1983 between the plaintiff and the defendant by itself does not grant any exclusive licence and/or licence and/or right in any book in which the plaintiff has a copyright; in the alternative a decree of declaration declaring that the agreement dated 7th September, 1983 is unenforceable and/or opposed to public policy and/or null and void; (c) a decree of mandatory injunction commanding and directing the defendant from taking any action or alleging or claiming rights on the basis of the Agreement dated 7th September, 1983 or from holding out that it has exclusive licence and/or licence pertaining to any copyright in any book other than those books over which the defendant has a separate, independent and valid enforceable agreement/licence in operation; (d) a decree for perpetual injunction prohibiting and restraining the defendants from printing, reprinting, publishing, translating, adapting, importing/exporting any book over which the plaintiff has a copyright including the books mentioned in Annexure-F hereto other than the books over which the defendant has a separate, independent and valid enforceable agreement/licence in operation; (e) pass appropriate orders or directions commanding and directing the defendants to deliver up to the plaintiff the infringing copies of all books which violate the copyright of the plaintiff; (f) a decree for rendition of accounts directing the defendants to render accounts relating to all transactions carried out by it pertaining to books in which the plaintiff has a copyright and on such rendition of accounts pass a decree for such sums of money to which the plaintiff maybe entitled to. and also award to the plaintiff damages; (g) costs of the suit be awarded to the plaintiff; (h) pass such other or further orders or grant such reliefs as this Hon ble Court may deem fit and proper in the facts and circumstances of the case. and also award to the plaintiff damages; (g) costs of the suit be awarded to the plaintiff; (h) pass such other or further orders or grant such reliefs as this Hon ble Court may deem fit and proper in the facts and circumstances of the case. " ( 7 ) ALONG with this suit Prentice Hall inc. has filed IA. 3524/2000 being an application under Order XXXIX, Rules 1 and 2 read with Section 151, CPC seeking declaration of title and restraining infringement of copyright by the Indian Company which has filed its written statement and reply to this application contesting the suit. The Indian Company has also filed IA. 4432/2000 which is an application under Section 10 of code of Civil Procedure with a prayer that suit proceedings in Suit No. 716/2000 be stayed as the two suits substantially and materially involve the same issues between the same parties and the suit instituted by indian Company (S. No. 200/2000) is prior in point of time. Contesting this application prentice Hall Inc. has on the other hand filed an application under Section 151 of CPC (IA. 8186/2000) for consolidation of two suits. ( 8 ) THUS both the suits and all the applications are inter-related. Thus all the applications were heard together and are being disposed of by this common order. ( 9 ) BEFORE dealing with these applications, let us scan through the admitted facts in some more detail. Prentice Hall Inc. (hereinafter referred to as defendant No. 1 ) is a publishing company. Prentice Hall India Pvt. Ltd. (hereinafter referred to as plaintiff) is also a publishing company which was incorporated in 1963 as a joint venture with defendant No. 1 as already pointed out above. The plaintiff has been involved with the printing, publishing and marketing etc. of such publications since 1963 either bearing the Prentice Hall India trademark or the imprint Eastern Economy Editions. The plaintiff claims that since the books are primarily meant for students it has always tried to keep the price of the publications reasonable and also contributed in a large way the promotion of the publications. From 1963 the control of the plaintiff was with the Laroia family who were the majority Indian shareholders. however, in the year 1983 they expressed their intention to withdraw from the company. From 1963 the control of the plaintiff was with the Laroia family who were the majority Indian shareholders. however, in the year 1983 they expressed their intention to withdraw from the company. At that point of time, defendant No. 1 approached several potential buyers to purchase Indian shares earlier held by Laroia family. Laws did not permit defendant No. 1 to hold these shares. In this context defendant No. 1 persuaded mr. Asoke Ghosh, the current Chairman and managing Director of the plaintiff, who was then a minority shareholder, to purchase these shares. He was assured continuous support of defendant No. 1 in running of the plaintiff company. In these circumstances mr. Asoke Ghosh purchased the shares held by the Laroia family. He holds 67. 7% of the total shares holding. ( 10 ) IT may be mentioned that when the plaintiff was formed in the year 1963, the government of India initially approved the collaboration for a ten year period for the joint venture which was renewed in the year 1973 for another ten years. When the extended term about to expire in the year 1983 there were certain changes in the Government policy in relation to remittance of royalty. Therefore, instead of renewal of collaboration the defendant No. 1 sought and obtained the permission of the Reserve Bank of India for continuing their equity participation in the plaintiff company which is 31. 25% at present. Following the discussions between the plaintiff and the defendant No. 1, the two parties also signed an agreement dated 7-9-1983. It is in fact this agreement, the interpretation of which holds the scales. This Agreement is the foundation of the case filed by the plaintiff on the basis of which the plaintiff claims, as already pointed out above, exclusive rights to print, reprint, translate, adapt, publish and sell in India and export to any other Asian or other countries low-cost standard text books and other books for schools, colleges, universities or other institutions or books for any other purpose, primarily relating to subjects of Science, Technology, Literature, Fine arts, Economics, Law and any other subject in which defendant No. 1 or any of its subsidiaries or an associate company owns or may own the copyright. We shall revert to this Agreement after completing the sequence of events. We shall revert to this Agreement after completing the sequence of events. ( 11 ) IT is further case of the plaintiff that under this Agreement the plaintiff has been reprinting, translating and importing the books of the defendant No. 1 into India and selling the same. This arrangement continued smoothly till 1997 when there was change in the ownership of the defendant no. 1 company by Simon and Schuster International. It may not be necessary to state in detail the various discussions and correspondence which took place between the parties thereafter. Suffice is to state that the defendant No. 1 now wanted fresh arrangement on new terms with the plaintiff. The plaintiff wanted to stick to the original ar - rangement on same terms. Therefore, new arrangement between the parties could not and did not go through. ( 12 ) THE plaintiff in July/august. 1999 came to know that the defendant No. 1 was violating and infringing the Agreement dated 7-9-1983. In August, 1999 it also came across a price list of June, 1999 for Paperback Editions of defendant No. 1. The plaintiff objected to the same by letter dated 25- 8-1999. Meetings were held between the parties which again did not bring out the desired results. In November, 1999 the plaintiff found that the defendants have imported certain titles into the Indian market and termed the same as breach of Agreement dated 7-9-1983. According to the plaintiff till the filing of the suit as much as 50 such titles are available in Indian market. This the plaintiff treats as blatant violation of Agreement dated 7-9-1983 and consequently Suit No. 200/2000 was filed in january, 2000. ( 13 ) AT this stage, it would be appropriate to reproduce the Agreement dated 7-9- 1983 in extenso : AGREEMENT this AGREEMENT made this 7th day of september, 1983 between PRENTICE-HALL inc. , a Corporation organised and existing under the laws of the State of Delaware. ( 13 ) AT this stage, it would be appropriate to reproduce the Agreement dated 7-9- 1983 in extenso : AGREEMENT this AGREEMENT made this 7th day of september, 1983 between PRENTICE-HALL inc. , a Corporation organised and existing under the laws of the State of Delaware. U. S. A. (hereinafter referred to as the "foreign Company" which expression shall, unless repugnant to the context, include its successors) of the one part and PRENTICE- hall OF INDIA PRIVATE LIMITED, a company with limited liability incorporated under the provisions of the Indian Companies act, 1956 and having its registered office at m-97, Aggarwal Buildings, Connaught Circus, New Delhi-1 (hereinafter referred to as "the Publisher" which expression shall, unless repugnant to the context, include its successors) of the other part. THE PARTIES HERETO AGREE AS FOLLOWS : 1. The Foreign Company hereby grants to the publisher exclusive rights to print, reprint, publish, translate, adapt, import and sell in India and export to any other asian or other countries standard text books and other books for schools, colleges, universities or other institutions or books for any other purpose, relating to subjects of science, Technology, Literature, Fine Arts, economics, Law and any other subjects, in respect of which the Foreign Company or any of its subsidiaries or an associate company owns or may own the copyright (all such books are hereinafter referred to as "the licensed Books" ). 2. The Publisher shall for every Licensed book reprinted by it in India pay to the Foreign Company, or its subsidiary or associate company, as the case may be, royalty at the rate of ten per cent (10%) of the Indian list price. Thepayments shall be in U. S. dollars. 3. The Publisher shall pay to the Foreign company royalty, in respect of the Licensed books sold in a calendar year ending on 31 st december, calculated according to para 2 above, on or before the 31st December of the succeeding year. Every such payment shall be accompanied with an account of each Licensed Book during the relevant year. 4. In order to facilitate remittance of royalty and record clearly the territories assigned to the Publisher, the Foreign Company will issue individual agreements for each Licensed book in respect of which rights are granted to the Publisher. 5. Every such payment shall be accompanied with an account of each Licensed Book during the relevant year. 4. In order to facilitate remittance of royalty and record clearly the territories assigned to the Publisher, the Foreign Company will issue individual agreements for each Licensed book in respect of which rights are granted to the Publisher. 5. The Foreign Company hereby grants exclusive rights to the publisher to import and sell books, which have been or may be published by the Foreign Company or any of its subsidiary or associate companies, in india and outside India. The Publisher may import such books itself or through its nominee or other importers. All orders to be placed or forwarded by the Publisher shall be in the prescribed sales order forms. 6. The Foreign Company shall render all assistance and support to the Publisher in exporting books produced by the Publisher and guarantees the Publisher to cause export of a minimum of ten per cent (10%) of its annual production. 7. The Foreign Company shall be entitled to terminate this agreement (a) if the publisher commits breach of any term or condition of this agreement and fails to remedy the breach within thirty (30) days of receipt of written notice from the Foreign Company, or (b) If the Publisher goes into liqui dation (except for the purpose of amalgamation or reconstruction) or is declared insolvent. The termination shall be without prejudice to any claims which the Foreign company may have against the Publisher. 8. This agreement shall be governed and interpreted in all respects by the laws of India. IN WITNESS whereof, the parties hereto have caused this Agreement to be executed on the day and year first above written through their duly authorised representatives. PRENTICE-HALL INC. Through : MR. LEO n. ALBERT vice PRESIDENT prentice-HALL OF india PRIVATE LTD. Through : MR. ASOKE k. GHOSH managing DIRECTOR ( 14 ) INTERPRETING the aforesaid Agreement, mr. Sudhir Chandra, learned Senior Counsel appearing for the plaintiff submitted that clause-1 of the Agreement confers upon the plaintiff exclusive copyright not only in presenti but in respect of future publications as well. This is clear from the opening sentence of clause-1 which uses the expression "hereby grants". What is granted are the "exclusive rights" which include rights to print, publish, import and sell in India the publications in which the defendant no. This is clear from the opening sentence of clause-1 which uses the expression "hereby grants". What is granted are the "exclusive rights" which include rights to print, publish, import and sell in India the publications in which the defendant no. 1 company and its subsidiary associates have the copyright. Such an exclusive right is in respect of future publications also as this clause not only confers such a copyright in respect of the publications which the defendant-1 "owns" but also "may own" i. e. which they may acquire in future. It was further submitted that the copyright is not only in respect of publications of defendant no. 1 but also in respect of those publications of which subsidiary associate companies of defendant No. 1 own or may own the copyright. His submission was that for the purpose of ascertaining the rights of the plaintiff under this Agreement it is Clause-1 only which is to be looked into. Rest of the clauses deal with other incidental aspects.