(Prayer: Application filed under Order XIV Rule 8 of the Madras High Court Original Side Rules r/w. Section 151 of the Code of Civil Procedure, 1908, to direct the respondents 3 to 6 and any of their agents/affiliates, not to release, pay, disburse or adjust any monies whatsoever to Respondents 1 and 2 under or in connection with the agreements relating to the film “Vaa Vaathiyaar”, including but not limited to advances, settlement amounts, revenue shares or any other consideration and further direct that all such amounts presently due and hereafter accruing be remitted directly to the credit of this suit pending disposal of the suit.
Application filed under Order XIV Rule 8 of the Madras High Court Original Side Rules r/w. Section 151 of the Code of Civil Procedure, 1908, to direct the respondents 3 to 6 to disclose on affidavit within 7 (seven) days:
(i)copies/summaries of all agreements with Respondents 1 and 2 concerning “Vaa Vaathiyaar”,
(ii)amounts already paid and amounts presently due or to become due, head-wise (theatrical/overseas, digital/OTT, satellite, music and ancillary), with payment schedules and bank coordinate and
(iii)any set-off/recoupment claims asserted by Respondents 1 and 2.
Application filed under Order XIV Rule 8 of the Madras High Court Original Side Rules r/w. Section 151 of the Code of Civil Procedure, 1908, to direct the respondents, their men, agents, distributors, assignees or any person claiming through them to pay and deposit to the credit of the suit forthwith and in any event within 48 hours of each receipt, without set-off or deduction, all gross proceeds, advances, settlements and other monies, whether now due or hereafter accruing, from the exploitation of the rights (including theatrical, nontheatrical, satellite, digital/OTT, music, remake, adaptation, underlying IP and ancillary rights) in the films “X Meets Y (Telugu)” and Untitled (Telugu remake of Indru Netru Naalai), or any part thereof pending disposal of the suit.
Application filed under Order XIV Rule 8 of the Madras High Court Original Side Rules r/w. Section 151 of the Code of Civil Procedure, 1908, to direct the respondents 1 and 2, their men, agents, distributors, assignees or any person claiming through them to pay and deposit to the credit of the suit forthwith and in any event within 48 hours of each receipt, without set-off or deduction, all gross proceeds, advances, settlements and other monies, whether now due or hereafter accruing, from the exploitation of the rights (including theatrical, non-theatrical, satellite, digital/OTT, music, remake, adaptation, underlying IP and ancillary rights) in the films “Vaa Vaathiyaar” or any part thereof pending disposal of the suit.)
Common Order:
1. The present suit has been filed by the Plaintiff seeking recovery of a sum of Rs.22,00,00,000/- along with applicable GST amounting to Rs.3,98,00,000/- together aggregating to Rs.25,98,00,000/- along with interest at the rate of 14% from the date of disbursement till the date of realisation.
2. The application in A.No.5823 of 2025 has been filed to direct the respondents 3 to 6 and any of their agents/affiliates, not to release, pay, disburse or adjust any monies whatsoever to Respondents 1 and 2 under or in connection with the agreements relating to the film “Vaa Vaathiyaar”, including but not limited to advances, settlement amounts, revenue shares or any other consideration and further direct that all such amounts presently due and hereafter accruing be remitted directly to the credit of this suit pending disposal of the suit.
3. The application in A.No.5824 of 2025 has been filed to direct the respondents 3 to 6 to disclose on affidavit within 7 (seven) days:
(i)copies/summaries of all agreements with Respondents 1 and 2 concerning “Vaa Vaathiyaar”,
(ii)amounts already paid and amounts presently due or to become due, head-wise (theatrical/overseas, digital/OTT, satellite, music and ancillary), with payment schedules and bank coordinate and
(iii)any set-off/recoupment claims asserted by Respondents 1 and 2.
4. The application in A.No.5825 of 2025 has been filed to direct the respondents, their men, agents, distributors, assignees or any person claiming through them to pay and deposit to the credit of the suit forthwith and in any event within 48 hours of each receipt, without set-off or deduction, all gross proceeds, advances, settlements and other monies, whether now due or hereafter accruing, from the exploitation of the rights (including theatrical, nontheatrical, satellite, digital/OTT, music, remake, adaptation, underlying IP and ancillary rights) in the films “X Meets Y (Telugu)” and Untitled (Telugu remake of Indru Netru Naalai), or any part thereof pending disposal of the suit.
5. The application in A.No.5825 of 2025 has been filed to to direct the respondents 1 and 2, their men, agents, distributors, assignees or any person claiming through them to pay and deposit to the credit of the suit forthwith and in any event within 48 hours of each receipt, without set-off or deduction, all gross proceeds, advances, settlements and other monies, whether now due or hereafter accruing, from the exploitation of the rights (including theatrical, nontheatrical, satellite, digital/OTT, music, remake, adaptation, underlying IP and ancillary rights) in the films “Vaa Vaathiyaar” or any part thereof pending disposal of the suit.
6. Mr.R.Parthasarathy, learned Senior Counsel appearing for the applicant submitted that the plaintiff/applicant is running a media and entertainment division, who is one of the largest business conglomerate and engaged in the business of production, acquisition, exploitation and distribution of cinematograph films. The learned Senior Counsel also submitted that the first respondent is also engaged in the business of production of cinema and the second respondent is the Managing Director of the first respondent.
7. The learned Senior Counsel further submitted that the second respondent, who is having experience and market standing in the film industry, had approached the applicant for production, marketing and distribution of five full length feature films starring G.V.Prakash Kumar, Samyuktha, Allu Sirish, Vikram, Pasupathi, Arya, Sathyaraj, Vennela Kishore and others, which will be directed by reputed directors, such as Lokesh Mithun Krishnan, Pa.Ranjith and Sam Anton. He further submitted that pursuant to the discussion and representation and assurance given by the respondents 1 and 2, the applicant and respondents 1 & 2 entered into a multi-film strategic partnership, wherein, the first respondent committed to produce and deliver five films to the applicant in close proximity to each other by executing five film production agreements. The details of the agreements are as follows:
8. The learned Senior Counsel further pointed out the terms agreed upon by the parties to the film production agreements executed on 23.09.2023, which are as under:
a)Prior to commencement of principal photography of the respective film, the 1st respondent shall provide the applicant with duly executed agreements evidencing clear chain of title and agreements with key personnel, including the director and writer.
b)The 1st Respondent shall be solely responsible for the production and completion of the film up to the first copy stage (i.e., film completed in all respects and ready for exploitation), strictly within the approved production budget and in accordance with the production and delivery schedules. The Applicant shall disburse the production budget in accordance with the payment schedule set out in the Agreement.
c)The 1st Respondent shall execute and complete all phases of the film, including pre-production, production and post-production, and deliver the first copy within the stipulated timeline and within the sanctioned budget.
d)The rights, ownership, title and interest in the film were to be jointly and equally owned by the Applicant and the 1st Respondent; however, 100% of the exploitation rights vested exclusively with the Applicant. The economic benefits arising from exploitation of the film were to be shared between the parties in the ratio of 40:60 (Applicant: 1 Respondent).
e)The 1st Respondent was granted exclusive theatrical distribution rights for the South India territory at a commission of 5% of the net box-office collections. The Applicant was entitled to theatrical distribution rights for the rest of India and rest of the world at a commission of 7.5% and 10% respectively, on net box-office collections.
f)From the revenues received from exploitation of the film, the Applicant was entitled to deduct (i) distribution commission as agreed; (ii) production budget and P&A costs disbursed under the Agreement; and (iii) cost of capital at 14% per annum on production budget and P&A costs funded by the Applicant.
g)The Applicant was entitled to terminate the Agreement in the event of a material breach by the 1ª Respondent or delay in delivery of delivery materials beyond agreed timelines. In the event of termination prior to commercial exploitation of the film, the 1" Respondent was required to refund all monies paid by the Applicant (including applicable taxes), together with interest at 14% per annum.
9. The learned Senior Counsel further pointed out the terms agreed under the agreement executed on 09.11.2023, which are as under:
“(a)All exploitation rights including the pre-sold digital rights and music would exclusively belong to the applicant on the basis of the 1st respondent's commitment to novate these agreements in favour of the applicant as per the terms and timelines set out in the agreement.
(b)The production budget agreed under the said Agreement was premised on the understanding that the applicant would retain all exploitation rights in the filem on an encumbered basis.
(c)The 1 st respondent will close syndication deals for non-theatrical rights of the file with a minimum revenue commitment of Rs.90,00,00,000/- (Rupees ninety crores only) prior to the film's theatrical release.”
10. As per the terms of the agreement, the applicant made the following payments:
11. The learned Senior Counsel also contended that however, after the execution of agreements, the first respondent herein committed several material breaches and in particular, the first respondent unilaterally cancelled the production of the film “Teddy 2” and “X Meets Y (Tamil)”, despite the applicant having duly complied with its contractual obligations. That apart, the first respondent has committed several other material breaches contrary to the above five agreements.
12. The main contention of the applicant is that the1st Respondent failed to adhere to the timelines stipulated for the production and delivery of the films and its delivery materials titled "Untitled (Telugu remake of Indru Netru Naalai)" and "X Meets Y (Telugu)", despite the Applicant having fulfilled its payment obligations in accordance with the respective Agreements within timelines. Further, in wilful violation of the terms of the Agreement, the 1st Respondent unauthorisedly licensed the overseas theatrical distribution rights of the film "Thangalaan" to a third-party eventhough the Applicant had complied with its payment obligations under the Film Production Agreement.
13. The learned senior counsel further contended that the applicant has made multiple and repeated attempts to reach out the respondents 1 and 2 to call for a meeting and resolve the issue. The respondents 1 and 2 participated in two meetings with the applicant on 04.07.2024 and 18.07.2024, wherein, after some discussions, the respondents 1 and 2 admitted the breaches. However, despite such admission, the respondents 1 and 2 failed and neglected to cure the breaches within the time prescribed. Hence, after complying with all the statutory requirements, the present suit has been filed with the aforesaid prayer.
14. It is the case of the applicant that, to resolve the above issue, a settlement agreement dated 07.08.2024 was entered between the parties to settle the issue amicably. During the course of which, the 1st Respondent offered the proceeds of “Vaa Vaathiyaar” movie produced by the 1st Respondent to be directly paid to the applicant to secure repayment under agreement dated 07.08.2024. However, the said rights were re-transferred to the 1st respondent and payment of proceeds of the movie “Vaa Vaathiyaar” was cancelled.
15. The learned senior counsel for the applicant further contended that in respect of the remaining two films "X Meets Y (Telugu)" and "Untitled" (Telugu remake of the Tamil film lndru Netru Naalai), which were the subject matter of the Film Production Agreements dated 23.09.2023, the Applicant had already disbursed a total sum of Rs. 22,00,00,000/- (Rupees Twenty-Two Crores Only) towards their production. The learned senior counsel submitted that vide letter dated 29th July, 2024, the Applicant terminated the said Film Production Agreements and called upon the Respondents to refund the amounts disbursed, along with interest as contractually stipulated. According to the applicant, after the fulfilment of the terms of the agreement dated 07.08.2024, the Applicant gave adequate time to the Respondents to clear the outstanding payments with respect to these two films.
16. The learned senior counsel further contended that neither of the aforesaid films were produced in accordance with the timelines stipulated under the respective Agreements. The Respondents failed to adhere to any of the contractual milestones for pre-production, production or post-production, and no delivery was made within the agreed schedule. These breaches were expressly acknowledged by the Respondents in the meetings conducted prior to issuance of the termination notice dated 29.07.2024. According to the applicant, even in the meeting that was held on 02.08.2024 on the Respondent's request, the Respondents had acknowledged all the defaults and breaches but only requested that these two movies may be left out of the Agreement dated 07.08.2024 as they did not possess the required collateral and security to guarantee the repayment.
17. The learned Senior Counsel further submitted that in the course of the event, the applicant came to know that the film, titled, “Vaa Vaathiyaar”, which was produced by the first respondent, was scheduled for release on 05.12.2025. According to the applicant, the film, “Vaa Vaathiyaar” was offered as a collateral in C.S.(CD)No.213 of 2024 and the collateral was released by the applicant only after the respondents 1 and 2 discharged its obligation under the settlement agreement, dated 07.08.2024.
18. The learned Senior Counsel further submitted that it was solely on account of such fundamental and persistent breaches, the Applicant was constrained to terminate all five film production agreements vide termination notice dated 29.07.2024. The learned senior counsel further contended that the respondent has consistently sought to defeat the applicant's legitimate claims by any means possible and has wilfully adopted a strategy of delay, noncooperation and non-payment to unjustly retain the applicant's funds.
19. According to the learned senior counsel, the 1 st Respondent is contractually and legally bound to refund the Applicant the sum of Rs.22,00,00,000/-(Rupees Twenty-Two Crores Only) disbursed under the Film Production Agreements dated 23.09.2023 for the movies "X Meets Y (Telugu)" and "Untitled" (Telugu remake of lndru Netru Naalai), together with GST of Rs.3,98,00,000/- (Rupees Three Crores and Ninety-eight Lakhs Only) and interest at the rate of 14% per annum, as expressly stipulated therein.
20. It is submitted by the learned senior counsel for the applicant that as per the contractual interest of 14% per annum, following are the amounts due from the respondent towards interest from the date of disbursal till 14.11.2025:
21. The learned senior counsel further contended that the Respondent's deliberate refusal to respond to the Applicant's notices, coupled with the sudden rush to commercially exploit "Vaa Vaathiyaar" without addressing the outstanding dues, clearly exposes a calculated intent to monetise assets and divert proceeds while evading lawful repayment obligations. The Respondent intends to unjustly enrich itself and defeat the Applicant's claim by rapidly exploiting and exhausting its assets before the Applicant can obtain effective relief.
22. Furthermore the learned senior counsel further contended that in the Respondent's own reply dated 25.03.2025, the Respondent admitted that "X Meets Y (Telugu)" was nearly complete and the "Untitled" film (Telugu remake of lndru Netru Naalai) was approximately 60% complete. In light of the Respondent's habitual conduct and continuing attempts to frustrate the Applicant's legitimate claims, the Applicant has a well-founded and bonafide apprehension that the 1st Respondent will similarly alienate, encumber, or commercially exploit the rights in these films as well, without repaying the amounts due and payable to the Applicant. On the above grounds the learned senior counsel sought for the interim reliefs prayed in the present applications.
23. The learned counsel for the 1st respondent contended that the applicant has admitted that only the initial payments were made and the balance payments were never paid as per Schedule - C (B) of the Film Production Agreements dated 23.09.2023. He further contender that the Applicant paid only Rs. 11 crores out of Rs. 22 crores towards "X Meets Y (Telugu)" and Rs.11 crores out of Rs. 22 crores towards "Indru Netru Naalai (Telugu)".
24. According to the 1st respondent, the Applicant thus had paid only 50% of the agreed production budget and failed to pay the remaining 50% which was to be paid under Schedule - C (b)(iv) to (xi). Such a failure is a fundamental breach and directly prevented the 1st Respondent from continuing production. The learned counsel contended that the 1st Respondent has completed both the films as per the Schedule of payments paid by the Applicant.
25. The learned counsel for the 1st Respondent objected to the claim of the applicant that the 1st respondent has diverted the funds to another film titled "Vaa Vaathiyar". The film "Vaa Vaathiyar" commenced production on 27.03.2023 and has no connection whatsoever with any of the agreements entered into with the Applicant.
26. The learned counsel for the 1st Respondent pointed out that none of the Agreements or documents filed by the Applicant refer to "Vaa Vaathiyar". No assignment or licence of any kind has ever been given to the Applicant with respect to "Vaa Vaathiyar". Therefore, the Applicant cannot maintain any garnishee application or seek any interim relief in respect of the said film.
27. The learned counsel for the 1st Respondent contended that the Applicant has no contractual, legal or equitable right over the film "Vaa Vaathiyar", which is wholly produced and copyrighted by the 1st Respondent. The learned counsel further contended that the present case is purely a money recovery dispute, and the Applicant cannot seek any interim relief in respect of a film over which it has no rights.
28. This Court has considered the submissions made on either side and perused the materials available on record.
29. The claim of the applicant in the above applications is that, having received a sum of Rs.22,00,00,000/- from the applicant towards production of two films namely “X Meets Y” (Telugu) and “Untitled” (Telugu remake of the Tamil film Indru Netru Naalai) under the film production agreement dated 23.09.2023, the 1st Respondent has deliberately failed to produce the said films in accordance with the timelines stipulated under the agreements. Therefore, the applicant seeks for refund of Rs.22,00,00,000/- together with GST of Rs.3,98,00,000/-
30. At this juncture, another film produced by the 1st Respondent's viz., “Vaa Vaathiyaar” was scheduled for release. The applicant has filed the present applications on the strength of a mere pleading that “the sudden rush to commercially exploit 'Vaa Vaathiyaar' without addressing the outstanding dues, clearly exposes a calculated intent to monetize assets and divert proceeds while evading lawful repayment obligations”.
31. Apart from the above statement, the applicant has not produced any material to show that the applicant has a right over the film “Vaa Vaathiyaar”. The applicant has not produced any agreement entered between the applicant and the 1st Respondent concerning the film “Vaa Vaathiyaar”. At this stage, from the materials available on record, it is clear that there is no business arrangement between the parties to realise the amount payable by 1st respondent, if any, for breach of agreement dated 23.09.2023 or any other agreements concerning the films “X Meets Y” (Telugu) and “Untitled” (Telugu remake of the Tamil film Indru Netru Naalai) from and out of the proceeds of the film “Vaa Vaathiyaar” produced by the 1st Respondent, which is no way connected to the above mentioned two films.
32. The applicant relied upon a letter dated 06.09.2024 issued by the 1 st Respondent, addressed to one Phars Film Co Motion Pictures Tradings and Distribution Co LLC and the applicant herein. As per the said letter, in order to secure the amount payable by the 1st Respondent to the applicant in respect of other agreements entered between the applicant and the 1st Respondent, the second (ii) tranche of payment amounting to Rs.4,50,00,000/- (equivalent amount in US Dollars/foreign currency) payable by the distributor of the film “Vaa Vaathiyaar” namely Phars Film Co Motion Pictures Tradings and Distribution co. LLC to and in favour of the Producer of the film/the 1st Respondent herein was agreed to be paid directly to the applicant herein, who is no way connected to the film “Vaa Vaathiyaar”.
33. However, the applicant issued a letter dated 22.11.2024 to the distributor of the film “Vaa Vaathiyaar” namely Phars Film Co. Motion Pictures Trading and Distribution Co. LLC, wherein it is stated as follows:
“This is to formally notify and instruct that the aforementioned arrangement requiring the second tranche payment of INR 4,50,00,000/- (Indian rupees four crores fifty lakhs only), equivalent in US Dollars/foreign currency, to be made directly to RIL on a non-refundable basis, stands cancelled with immediate effect. Accordingly, no payment shall be made to RIL in this regard.”
34. As per the above letter, the applicant has instructed the distributor of the film “Vaa Vaathiyaar” not to make any payment to the applicant. Apart from the said letters, the applicant has not produced any other material to show that there is an arrangement between the applicant and the 1 st Respondent concerning the film “Vaa Vaathiyaar”. Based on the submissions and the materials available on record, this Court is prima facie, not convinced with the case of the applicant.
35. As rightly pointed out by the learned counsel for the 1 st Respondent, these applications are filed before this Court at the eleventh hour, immediately before the release of the film “Vaa Vaathiyaar”, and the same is nothing but an attempt to arm-twist the 1 st Respondent.
36. In Application No.5825/2025, the applicant has sought for a similar relief pertaining to the payment concerning the films “X Meets Y” (Telugu) and “Untitled” (Telugu remake of the Tamil film Indru Netru Naalai). The said claim has to be adjudicated by examining the mode of payment of the said Rs.22 crores and by analysing the clauses contained in the agreement dated 23.09.2023 and other agreements related to the above two films. As there are triable issues, the said relief cannot be granted at this stage.
37. In the result, these applications are dismissed. No costs.
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