RENUKA DATLA Vs. SOLVAY PHARMACEUTICAL B V

JUDGEMENT

(1.) The dispute is between the shareholders of two Pharmaceutical Companies which figure as respondents herein. Suits were filed by the petitioners, who are the wife and husband, in the City Civil Court, Hyderabad impleading the companies and the third respondent by name Shri D. Vasant Kumar, the subject-matter of the suits broadly being the transfer of shareholdings. The suit O.S. No. 551 of 2000 was filed by the petitioner in S.L.P. No. 18035/2000. Along with the suit the petitioner-plaintiff applied for an interim injunction restraining the defendants-respondents 1 and 3 (Solvay Pharmaceutical B.V. and Shri D. Vasant Kumar) from transferring/exchanging their shareholdings in defendant-Companies 2 and 4 pending disposal of the suit. The other two suits of similar nature were filed by the petitioner in S.L.P. Nos. 18041 and 18042 of 2000 and interim injunction was sought for. The I.A. filed in O.S. No. 551 of 2000 under O. 39, Rr. 1 and 2 was dismissed by the learned trial Judge while vacating the ex parte injunction granted earlier. However, the ad interim injunction granted in the suits filed by the petitioner in S.L.Ps. 18041 and 18042/2000 remained in force.

(2.) Aggrieved parties filed three appeals in the High Court under O. 43, R.1, C.P.C. The appeal filed by the petitioner in the first S.L.P. against the refusal of injunction was dismissed by the High Court and the other two appeals filed by the aggrieved defendants were allowed and the ad interim injunction in both the cases was vacated. Against this common order of the High Court, the present S.L.Ps.were filed by the plaintiffs namely, Mrs. Renuka Datla and Dr. Vijay Kumar Datla. On the initiative taken by this Court while hearing the S.L.Ps., the parties settled the disputes and the terms of mutual settlement were reduced to writing and they were signed by all the parties. This Court passed the following order on 15th July, 2002 to give effect to the settlement.

(3.) According to the terms of settlement, M/s. Solvay Pharmaceuticals (R1) and Mr. Vasant Kumar (R3) have agreed to purchase 4.91% shares held by the petitioners in the two companies namely Duphar Pharma India Ltd. (DPIL renamed as Solvay Pharma India Ltd.) and Duphar Interfran Ltd. (DIL), the petitioners having agreed to sell the said shares. Shri Y. H. Malegam, Chartered Accountant, Mumbai had to evaluate the intrinsic worth of both the companies DPIL and DIL as going concerns and the value of the said 4.91% shares held by the petitioners in those two Companies "by applying the standard and generally accepted method of valuation." Shri Malegam should give opportunity to the respective parties to make their submissions. The valuation of Shri Malegam shall be regarded as final and binding on all the parties to the settlement. The relevant date for valuation was fixed as 31st March, 2001. The payment for shares shall be made within two weeks of the submission of the valuation report and the statutory approvals thereof failing which the respondents shall pay interest at the rate of 15% p.a. simultaneously with receipt of the total consideration for 4.91% shares, the petitioner shall effect the transfer of shares. The respondent-Shri Vasant Kumar shall withdraw the suits filed in the City Civil Court, Hyderabad; likewise, the petitioners shall withdraw the suits filed by them in the City Civil Court and also the appeals in this Court - C.A. Nos. 8316-8321 of 2001 as well as the application filed by Smt. Renuka Datla under S. 399(4) of the Companies Act before the Central Government. It was agreed that the S.L.P. shall be kept pending for passing the final orders in terms of the settlement.