( 1 ) PRENTICE Hall Inc. (now merged with Pearson education Inc.-appellant in Co. A. (SB) No. 20/2004), a well known publisher of international repute, wanted its foothold on Indian soil. Cerebrated move was to incorporated a company in India in accordance with the provisions of the Indian Companies Act. The proposed company was intended to be its subsidiary in India with objective to print and publish Indian editions of its educational titles for sale in India and export to such countries as would be specified. This idea struck prentice Hall Inc. some time in the year 1962. There were stringent laws at that time for setting up a subsidiary company by a foreign company and prior permission of the Government of India was a requisite precondition for this purpose. It, therefore, sought approval of the Government of India for this purpose. This request of Prentice Hall Inc. was considered by the government of India and it accorded approval for setting up a company for the aforesaid purpose with the condition that the foreign shareholding in the proposed company would be on a minority basis and not exceeding 49%. This foreign company, therefore, needed an Indian partner and understanding was accordingly arrived at with one Mr. B. D. Laroia for the incorporation of a company. Resultantly, Prentice Hall of India Pvt. Ltd. (hereinafter referred to as the Company) was born when certificate of incorporation was given on or about June 6, 1963. The raison-d -atre to incorporate this company was made its primary object viz. , to acquire the 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 to Science, Technology, Literature, Fine Arts, economics, Law and other subjects the copyright of such books which are owned or may be owned by Prentice Hall inc. , USA, (A Corporation registered under the Laws of the State of Delaware, USA) or by any of the Corporations associated with or subsidiary of the said Prentice Hall inc. , USA, and to allow royalty and other payments to be made to Prentice Hall In c. , USA, or to any of its associate or subsidiary corporation or to any Indian or foreign authors on sales made in India or outside India on such terms and conditions and for such duration as may be mutually agreed upon, subject to restriction, if any, imposed by the Government of India.

( 2 ) ON June 6, 1963 itself, a Collaboration agreement was also entered into between Prentice Hall inc. and the company under which Prentice Hall Inc. granted licence to the company, inter alia, to re-print and sell the books included in the schedule to such agreement of which Prentice Hall Inc. was the owner of the copyright and in respect of such other books as would be mutually agreed between Prentice Hall Inc. and the company. Life of this agreement was 10 years, subject to the right of Prentice Hall Inc. to terminate the same. This collaboration agreement also provided that in the event the appellant terminated the agreement, the company would omit the words Prentice and Hall from its name. Prentice Hall Inc. also permitted the company to use its mark i. e. Prentice Hall.

( 3 ) MR. B. D. Laroia continued to hold the majority shares in the company and after his death the said shareholding was transferred in the name of his wife. Mr. Ashok K. Ghosh joined the company as an employee and some time in the year 1972 he was appointed as the managing Director. In the year 1973 Mr. Ghosh purchased the entire shareholding of Laroia s, as widow of Mr. B. D. Laroia was reluctant to continue to be associated with the company. In that year Foreign Exchange Regulation act, 1973 was also enacted by the Indian Parliament as per which, foreign equity in a company had to be below 40%. Prentice Hall Inc. accordingly reduced its share