A.K. PATHAK, J.

1. Plaintiff has filed the present suit for permanent injunction against the defendants for restraining the infringement of plaintiff’s trademark and trade name, passing off, delivery up of the infringing material and rendition of accounts.

2. Plaintiff’s case, as set out in plaint is that the plaintiff is a company registered in Sweden. It is engaged in the business of manufacturing, designing, fabricating and delivering revamps of all sorts of rolling mills including guide system, equipments and spare parts of the rolling mills. The plaintiff was formerly known as PREMIARAKTOREN 689 AKTIEBOLAG and NYA MORGARDSHAMMAR AKTIEBOLAG. Plaintiff has extensive business worldwide and has proprietary rights in the trade name “MORGARDSHAMMAR” and trademarks “MORGARDSHAMMAR (LABEL)” and “MH ARROW DEVICE”. Several companies have been incorporated by the plaintiff in USA and other parts of the world with the said trade name “MORGARDSHAMMAR”.

3. Centro MORGARDSHAMMAR AKTIEBOLAG (hereinafter referred to as “Volvo”) had applied for and obtained registration in India in respect of trademark “MH MORGARDSHAMMAR (LABEL)” bearing no.393277 in Class 7 with respect to rolling mills machinery, parts thereof and fittings. Volvo was also the proprietor and owner of the trademark “MH ARROW DEVICE” with respect to rolling mills machinery, parts thereof and fittings.

4. Pursuant to a Collaboration Agreement and a Shareholders Agreement, both dated 3rd July, 1982, between S.K. Gupta & Associates and Volvo and between Modi Group and Volvo respectively, defendant No.1 (a joint venture company of Volvo and Modi Group) was incorporated in India in the year 1983, for the purpose of designing, planning, fabricating, constructing, manufacturing, sub-contracting, providing, supplying, installing, commissioning, working, operating, purchase import, exporting, selling and dealing in all kinds of rolling mills including guide systems equipments, spare parts for rolling mills and accessories thereof, acting as consulting engineers, supplier of process know-how and technology in hot and cold rolling of ferrous and nonferrous metals. The technical know-how was provided to the defendant No.1 by Volvo. 60% shareholding was held by the Modi Group; whereas 40% shareholding was held by Volvo in the defendant No.1. The defendant Nos.2 to 8 are Directors of defendant No.1 Company.

5. Volvo, vide a non-exclusive Trade Mark License/Registered User Agreement(hereinafter referred to as “TMLA” for short) dated September 10, 1984, permitted the defendant No.1 to use its aforementioned trademarks/trade name i.e., “MH MORGARDSHAMMAR” (LABEL), “MH ARROW DEVICE” and “MORGARDSHAMMAR” on the terms and conditions as CS (OS) No. 863/2010 Page 4 of 69 stipulated in the said Agreement. Defendant No.1 had been using the aforesaid trademarks/trade name for the purposes of its business on the basis of permissive rights given under the said TMLA and the Name License Agreement dated 19th April, 1983 (hereinafter referred to as “NLA” for short). In terms of Clause 15(a) of the TMLA, the right of permissive user of aforesaid trademarks/trade name was to come to an end upon the shareholding of Volvo in the defendant No.1 Company becoming lower than 25%. The said Clause 15(a) reads as under:

“15. This agreement shall take effect from the date of signing hereof and shall be without limit of period subject to termination as hereinafter provided:

(a) By the proprietors giving to the Users notice in writing of its intention to terminate this Agreement forthwith upon the equity participation of the Proprietors with the User being reduced to less than twenty-five percent of the paid up equity share capital of the Users”.

6. Clause 15 (a) was also incorporated in the Articles of Association of defendant No.1 in Article 219.

7. Vide Asset Purchase Agreement dated June 16, 1987 (hereinafter referred to as “APA” for short), Volvo transferred its assets, business trademarks, patents et