M.L. Mehta, J.

1. This is a suit for recovery of possession and mesne profits. The plaintiff in the instant case is a charitable trust duly constituted under the Indian Trusts Act, 1882 and is the landlord of the premises measuring 3900 sq. ft. on the ground floor and 1352 sq. ft. on the mezzanine floor, bearing Municipal No. 6143 situated on Block E, Circus D, Connaught Place, New Delhi (hereinafter suit premises). The possession of the suit premises having been taken over by the plaintiff, the suit only survives for the recovery of mesne profits/damages.

2. The Plaintiff’s case is as follows. The plaintiff submits that it had leased the suit premises to ANZ Grindlays Bank Ltd. for a period of 10 years, commencing from October 1, 1996. And that the terms and conditions of the said lease were duly recorded vide a lease deed dated January 31, 1998. It submits that it received a letter dated October 18, 2000, from Standard Chartered Grindlays Bank Ltd. (SCGB), defendant no. 1 herein, stating that Standard Chartered Bank, defendant no. 2 herein, had purchased the entire issued share capital of the erstwhile tenant i.e. ANZ Grindlays Bank Ltd. from the Australia and New Zealand Banking Group Ltd. and consequent thereto the name of the tenant had been changed to SCGB.

3. It submits that it was informed by defendant no. 1 vide its letter dated October 23, 2000, that with effect from November 1, 2000 they were changing the signage from the present “ANZ Grindlays” to “Standard Chartered Grindlays Bank”. Thereafter the defendant no. 1 continued to pay the lease charges in relation to the suit premises to the plaintiff. The plaintiff submits that, all throughout, it was given representations and assurances that it was merely the name of ANZ Grindlays Bank Ltd. that had changed to SCGB and otherwise, defendant no. 1 continued to be the same entity with whom the plaintiff had entered into the said lease deed. And that believing these representations and assurances, the plaintiff had accepted the lease charges from SCGB with effect from the month of November 2000.

4. Subsequently, vide a letter dated November 19, 2001, the plaintiff was informed by defendant no. 1 that it was in the process of restructuring it business and as a part of the restructuring, the Indian assets and liabilities of SCGB would be merged with defendant no. 2. By the said letter, it is contended that defendant no. 1 sought the consent of the plaintiff to substitute defendant no. 2 in the place of defendant no. 1 in respect of the suit premises and thereby assign and/or sublet and/or part with the possession of the suit premises in favour of defendant no. 2. The plaintiff vide its letter dated April 2, 2002 informed the defendant that this arrangement was in violation of clause 10.5 of the lease deed, and amounted to subletting of the premises and/or in any event parting with the possession of the suit premises in favour of a third party. The plaintiff further called upon the defendant no.1, to immediately and forthwith stop the misuse of the suit premises by defendant no. 2 as the suit premises had not been let out to the latter.

5. The plaintiff further submits that vide its letter dated May 7, 2002, the defendant no. 1 replied to the plaintiff’s letter dated April 2, 2002, informing the plaintiff that the proposed restructuring had not been effected and in fact defendant no. 1 was yet to approach the Reserve Bank of India with their proposal. It was further stated that at the most, there would only be a change of name. The said letter dated May 7, 2002 purported to be in respect of the premises at E-36, Connaught Place, New Delhi. However, the plaintiff contends that during the course of discussion it was informed that the same position applied in respect of the suit premises as well.

6. The plaintiff contends that defendant no. 1 is a separate and distinct legal entity than defendant no. 2 and that the business activity being carried on by the latter fr