9911796707
TMI Blog2000 (11) TMI 1143X X X X Extracts X X X X X X X X Extracts X X X X ..... or, has stated that the Regional Director has no objection to the sanction of the arrangement embodied in the scheme of arrangement. 2. However, an application is made on behalf of the shareholder Renuka Datla seeking to oppose the sanction of the scheme. It is the case of the shareholders that the scheme is designed to benefit a group of shareholders, namely, Vasant Kumar and his family and the foreign collaborators group consisting of Solvay BV. 3. It is contended on behalf of the interveners that by presenting the scheme, a fraud is perpetrated on the petitioner-company and its shareholders, the same is unfair, unjust and is sought to be pushed through by reason of brute majority voting power. It is also urged on behalf of the interveners that the meeting of members that was convened and held for the purpose of considering the said scheme was illegal and improper as different classes of members, namely, the shareholders on the one hand and the Vasant Kumar and family group and the Solvay BV group, which constituted another class of members, could not participate in the same meeting as a meeting of different classes of members was combined though the interest was not co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion raised by the applicants and having full knowledge of the objection raised by the applicants have given their sanction and approval to the scheme. The main bone of contention which is raised on behalf of the interveners is that by virtue of this, an attempt is made to transfer the unspecified and valuable properties of the company relating to its most valuable business, namely, the pharmaceuticals for a song. 6. On behalf of the interveners, there is a serious challenge raised to clauses 5.8, 5.9 and 9.3 of the scheme of arrangement. It is these clauses which are seriously objected to as it is contended on behalf of the applicants that by virtue of these clauses, the foreign collaborators are required to transfer 9,80,000 equity shares of Duphar-Interfran in favour of the Vasant Kumar family or their nominees in lieu of the Vasant Kumar family transferring 10,98,978 equity shares of DPIL and assigning two brands, namely, Vertin and Colospa , presently owned by Dupen Laboratories (P.) Ltd., a company wholly owned by the Vasant Kumar family in favour of the foreign collaborators or its nominees by a separate deed of assignment. The above transfers will be subject to obta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ertin and Colospa are manufactured by the petitioner-company, Shri Desai attended the shareholders meeting of Duphar Interfran Ltd., has voted in favour of the scheme and the same is borne out by the affidavit of Shri Keshav Kashid, Chief Executive Officer of the petitioner-company, to which no rejoinder has been filed by Shri Shekhar Desai. The affidavit of Shri Keshav Kashid reflects that at the meeting of the shareholders, Shri Shekhar Desai did not address the shareholders on this issue as regards the brand names Vertin and Colospa belonging to Duphar-Interfran Ltd. and not to Dupen Laboratories (P.) Ltd. 9. In support of the contention that the brand names Vertin and Colospa belong to Dupen Laboratories (P.) Ltd., reliance is placed upon the certificate issued by the Registrar of Trade Marks, which reflects that both these brand names were registered under the name of Rama Pharma Laboratories (P.) Ltd., which was the original name of Dupen Laboratories (P.) Ltd. As regards the contention of the petitioners that the strip bears the name of the petitioner, it is contended on behalf of the petitioners herein that marketing agreements were entered into in 1978 and 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... effect that if there is any transfer effected, the same is subject to the outcome of the special leave petition. However, no order injunction is passed restraining the transfer. Hence so far as the transfer of the equity shares of Duphar-Interfran Ltd. in favour of the Vasant Kumar family and the transfer of Duphar Pharma India Ltd. (DPIL) shares in favour of the foreign collaborators with the two brand names which are owned by the Dupen Laboratories (P.) Ltd. wholly owned by Vasant Kumar family with regard to which the applicants herein are not concerned, the same being the subject-matter of the suit, the applicants cannot agitate this issue at this stage. However, Shri Tulzapurkar, who appears on behalf of the petitioners, has been very candid and has urged before the Court that so far as clauses 5.8, 5.9 and 9.3 of the scheme of arrangement are concerned, the same can be deleted from the scheme. To this, it is contended on behalf of the applicants that the scheme of arrangement is required to be rescheduled and a new scheme is once again required to be placed before the shareholders and their approval is required. So far as this argument is concerned, the same is unwarranted an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heer H. Mafatlal v. Mafatlal Industries Ltd. [1996] 87 Comp. Cas. 792 1 (SC), with regard to the contention raised on behalf of the interveners that separate meetings were required to be held of separate classes of shareholders wherein it has been observed that a separate meeting of a sub-class of shareholders can be directed only where separate terms are laid out in the scheme in this regard. So far as the terms are concerned, the main purpose of the scheme was the demerger. It is only after the demerger that the shareholding is taken by Vasant Kumar and family on the one hand and Solvay BV on the other. So far as this shareholding is concerned, by virtue of the fact that the petitioners have withdrawn by clauses 5.8, 5.9 and 9.3 to the extent of the shareholding of Vasant Kumar and Solvay BV from the scheme of arrangement, this argument is unwarranted. 14. Hence so far as this application is concerned, the same is not a bona fide one made with a view to protect the interest of the shareholders, as is sought to be contended, but made with an oblique motive to gain shareholding rights in Duphar-Interfran Ltd. by virtue of the interveners contending to be members of Raju f ..... X X X X Extracts X X X X X X X X Extracts X X X X
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