( 1 ) THE facts giving rise to this interim application are that the applicants are carrying business, inter alia, as manufacturers/dealers software, micro-chip encapsulation, textiles and other a ducts in India. The respondent is a foreign company in corporated in USA having its world head quarters at South Patterson, Boulvard, Dayton, Ohio, U. S. A. The and respondent manufactures computer software, hardware, ATMs and other products. In view of the large potential in Indian market, the respondent was desirous of estabilishing joint venture in India for manufacture of its various hardware and software products in India. In or about middle of 1985, one Jim Baker of United States.

( 2 ) CONSULATE at Bombay approached the applicant with infor mation that the respondent was looking for a joint venture partner for producing, marketing and servicing its hardware and software products in India. The applicant showed keen interest in entering into arrangements with the respondent. Mr Jim Baker along with his assistant visited the applicant s facilities to assess suitability of the applicant as a joint venture partner tor such manufacture of hardware and software in India. By letter dated 23. 7. 1985, the applicant was informed by the respondent that the respondent has selected the applicant as one of the companies proposed for the joint venture. After exchange of series of letters, personal visits and discussions and after evaluating track record and performance of the applicant and the business plan prepared by the applicant, the respondent informed the applicant that the applicant was selected as partner for the respondent s joint venture for manufacturing, marketing and servicing NCR pro-dudts in India and entered into international distributorship agreement on 9. 6. 86 granting to the distributor right of license to market and service of NCR product in certain territories designated by NCR.

( 3 ) BESIDES this, on 10. 6. 1986, a letter of intent was duly executed between the parties with a view to jointly establish a company in India with 60% equity participation by Wellman (applicant) or its nominee and 40% by the NCR (respondent) or its nominees to manufacture, and market the product of the respondent. The essential terms and conditions of the joint venture amongst others, which were agreed to between the parties, were as under:-

(I)THE plaintiffs and the defendants shall jointly incorporate a limited compoany and through the said compoany shall manufacture, sell and service the products of the defendants known as NCR. The equity participation in the company was to be 60% of the plaintiffs and 40% of the defendants. The parties shall establish (a company in India and with equity of 40% owned by NCR or NCR nominees and 60% owned by wellmnan (plaintiffs) or Wellman nominees- to manu facture, market and service NCR products.

(II) The consideration approved by the Govt. of India would be paid to the defendants by the joint venture company.

(III) The defendants will give technology to produce their products to the plaintiffs alone and not to any other party, as a joint venture partner. Defendants shall not take any other party as their joint vewnture partner in India.

(IV)PENDING requisite approvals of Govt of India, the plaintiffs will immediately be appointed by the defendants as their exclusive distributors in India for sales and services of the products of defendants and after approvals were obtained/received and joint venture was constituted, the distributorship would be transferred to the new joint venture company, which was to be incorporated as stated above. "

( 4 ) AS per the averments made by the applicant, pursuant to the aforesaid agreement of joint venture they took various steps in complying with the terms of this agreement and the partics had acted on those terms for a long period of time and the applicant had spent considerable amount of money in this regard. According to the applicant this fact was also a