BROOKE BOND INDIA LIMITED Vs. UB LIMITED

JUDGEMENT

(1.) BY this notice of motion, the plaintiffs have sought an injunction to restrain the first defendants from in any manner disposing of, alienating, transferring, encumbering or selling, 10. 712 shares of the company, known as "kissan Products Ltd. " and 3,600 equity shares of Merryweather Limited. There is also a prayer that the first defendant-company be directed to carry out certain acts as detailed in prayer (c), pending the bearing and final disposal of the suit. The suit is for specific performance of an Agreement dated 31st July, 1991, between the plaintiffs and the first defendants.

(2.) THE first defendants hold 10,712 equity shares of the face value, if Rs. 100/- each, comprising 67% of the paid-up and subscribed capital, of Kissan Products Ltd. , (hereinafter referred to as KPL) and 3,600 equity shares of the face value of Rs. 100/- each, comprising 90% of the paid-up equity share capital, of Merryweather Limited (hereinafter called MW ). The balance of 400 equity shares, comprising 10% of the paid-up equity capital, of MW is held by another company Herbertsons Ltd. (herein after called HL), HL is a subsidiary of the first defendants. HL owns and controls a Food Division comprising a plant situate at Bhandup in Bombay, where food products are manufactured. KPL also holds 10% of the share capital of another company, Nepal Beverages and Food Products Ltd, (NBFPL) and is engaged in manufacture and sale of food products. KPL and MW are owners of several trade marks, which have acquired wide reputation and are valuable.

(3.) BY the Agreement dated 31st July, 1991, the first defendants agreed to sell their Food Division to the plaintiffs. The sale was to be achieved in the following manner :