Deepa Sharma JUDGMENT
S. Ravindra Bhat, J.
1. The present appeals question the orders of the Learned Single Judge dismissing an application (preferred by the appellant/defendants) seeking rejection of the plaint, under Order VII Rule 11 of the Civil Procedure Code 1908, and the dismissal of an application for deletion of parties under Order 1 Rule 10 CPC.. The appellants are hereafter referred to as the defendants and the respondent shall be referred to as the plaintiff. Defendants No. 2-8, shall however, where specifically required, be referred to as the applicants.
2. The plaintiff is an incorporated company and part of the K.K. Modi Group of Companies. The said Group of Companies- it is stated, has a strong presence in the field of education. The suit impleads nine defendants. The plaint alludes to the fact that the fifth and sixth defendants control the first, fourth and eighth defendants. The plaint further alleges that together, the fifth and sixth defendants control the John Sperling Voting Stock Trust and Peter Sperling Voting Stock Trust. The said two defendants and the two trusts collectively own 100% of second defendant's class B common stock. The second defendant is a body corporate under the laws of the State of Arizona, USA. Defendants No. 1, 3, 4 and 8 are the subsidiaries of the second defendant and further on their own account or through trust, the fifth and sixth defendants exercise complete control on the business operations of defendants No. 1 to 4 and 8. Together they form part of the group of companies known as Apollo Companies. The third and fourth defendants are body corporates, constituted under the laws of the State of Arizona, USA offering degree and non-degree programmes in various fields of education. Defendant No. 7 is the Vice President of the second defendant. Defendant No. 8 is alleged to be incorporated by the second defendant to pursue investments in international education services and to capitalize on the global demand for educational services. Defendants No. 1 and 8 are said to have identical objects. The ninth defendant was incorporated on 14th December, 2001 as a joint venture company of plaintiff and defendant No. 1.
3. The first two defendants entered into a 20 year long Master Agreement dated 15.10.1999. In furtherance of the Master Agreement and with object of offering education programmes in India, the first defendant entered into a Shareholders Agreement dated 30.08.2001 with the plaintiff for creation of a joint venture company for exclusively providing educational offerings of defendant No. 2 and its subsidiaries in India. The Shareholders Agreement is valid for 40 years. Further to it, the ninth defendant was incorporated on 14.12.2001. The plaintiff holds 54.1% of total equity shares in the said ninth defendant. Clause 1.3 of the Shareholder's Agreement reads as follows:
"1.3. Purpose: ...With respect to this Section 1.3, Apollo and Modi agree that neither party will, unless acting in accordance with the other party's prior written consent (which may be withheld in the other party's sole discretion), directly or indirectly pursue, operate, manage, fund, join, operate or control, or part........