- (1.) The Petitioner is a limited company incorporated under the Indian Companies Act and is engaged in manufacture of ball bearings in India. The Petitioner was formerly styled and named as Bharat Ball Bearing Co. Ltd. and has now been renamed as Shriram Bearings Ltd. With a desire to start manufacture of cylindrical, spherical and tapered roller bearings in India the Petitioner entered into a technical collaboration agreement with Messrs Nippon Seiko Kabushiki Kaisha of Japan (hereinafter referred to as N.S.K.K., Japan) on April 7, 1965. The said agreement became effective from June 17, 1966. The said agreement was subsequently modified by a supplementary agreement dated March 21, 1966. It would be relevant to set out the material portion of the said agreement. Section 1(c) of the agreement defined Trade Secrets as follows: The term Trade Secrets in this Agreement shall mean all NSK know-how relating to the products and relating to manufacturing technique which is considered sufficient enough for the production of products defined in Section 1(a) of a quality comparable to the quality of NSK's products. Manufacturing Technique shall mean design, drawing, manufacturing process, schedule specifications, data, prints, engineering reports, laboratory and test results, service and maintenance information, production engineering data and all other recorded technical informations including information relating to machinery and equipment and tools (including machinery and equipment developed by NSK) used by NSK or considered to be useful by NSK for the production and assembly of the products. The Trade Secrets shall include the right of the using patent rights and/or similar rights established by NSK in any country or countries. The term Trade Secrets shall also include technical knowledge for sales and service bulletins and market information on the products covered by this Agreement. The Trade Secrets shall also include preparation of data and design required for the manufacture of Railway axle boxes complete with roller bearings (except End Cover Rotating type Tapered Roller Railway Journal Bearings) that may be required by Indian Railways from time to time and which Bharat proposes to manufacture. It is understood that payment of the designing and preparation for such Railway axle boxes is included in the payment for Trade Secrets given in Section 2(b). Trade Secrets shall include the improvements and developments made therein by NSK during the period of the Agreement. The term Trade Secrets shall also include advice on plant layout and installation. NSK shall prepare the Trade Secrets in English language and shall deliver two (2) sets of it to Bharat, Nsk shall not be obliged to deliver more than two (2) sets.
(2.) Section 2 of the Agreement dealt with the sale and transfer of Trade Secrets. It was agreed that N.S.K.K. would sell and transfer and would deliver unto the Petitioner the Trade Secrets subject) to the terms and conditions mentioned in the said Agreement. The Agreement further provided as follows: The information comprising the Trade Secrets to be delivered to Bharat under this Section shall be limited to its reasonable requirements and requested by Bharat from time to time. There shall be delivered to Bharat forthwith the Trade Secrets relating to the manufacture of such bearing sizes as Bharat may initially desire after the first instalment of payment specified in Section 2(b) has been made to NSK by Bharat and after the guarantee referred to in Section 2(b) has been furnished to NSK by Bharat. From time to time hereafter during the tenure of this Agreement there shall be delivered to Bharat the information comprising the Trade Secrets for such other sizes and types of the products as Bharat expects to put into production within two (2) years following the date of receipt of such Trade Secrets.
(3.) The price for Trade Secrets was stipulated by Clause (b) of Section 2 as hereunder: (b) Price for Trade Secrets : In consideration of the sale and transfer to Bharat of the Trade Secrets and as the purchase price therefor, Bharat will pay to NSiK a sum of U.S. dollars 1,65.000 (One hundred sixty five thousand only) for which NSiK hereby grants deferment of payment in accordance with the following due dates. JUDGEMENT_24_LAWS(CAL)11_1975_1.html Immediately after the due dates of each of the above instalments, Bharat will apply to Reserve Bank of India and/or any other Government Agency having jurisdiction in the premises for and use its best efforts to obtain the permission to pay to NSK the above amounts and upon receipt of the said permission Bharat shall forthwith make payments to NSK of such amounts.;