KANNAN VISHWANATH Vs. SICOM LIMITED

JUDGEMENT

(1.) By this notice of motion the plaintiff seeks a declaration that the pledge of shares dated 21st August, 2012 pursuant to the "Modification of Loan Agreement" dated 21st August, 2012 and 11th July, 2012 is void, illegal and contrary to securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. The Plaintiff also seeks injunction against the defendant from selling, disposing alienating, transferring the pledged shares of the plaintiff pursuant to notice dated 9th September, 2014 and without giving reasonable notice to the plaintiff. The plaintiff has prayed for similar reliefs in the plaint also. Some of the relevant facts for the purpose of deciding this notice of motion are as under :

(2.) The plaintiff is a director cum promoter of Dr. Datson Labs Limited. Vide loan agreement dated 19th August, 2011 one M/s. Arch Pharmalabs Limited availed of loan of Rs.20 Crores by way of inter corporate deposit from the defendant. By loan agreement dated 28th March, 2012 defendant provided further loan of Rs. 30 Crores to M/s. Arch Pharmalab Limited by way of intercorporate deposit. The loan granted by the defendant to the said company were secured in the form of (I) subservient charge only to the existing charge by way of hypothecation of plant and machinery, current assets, debts and (ii) personal guarantee of Mr. Rajendra Kaimal, Mr. Manoj Jain and Mr. Ajit Kamath and (iii) Demand Promissory note.

(3.) By sanction letters dated 29th June, 2012 and 21st August, 2012 the defendant modified the terms and conditions in relation to the security in respect of the said loans granted to the said company. The loan agreement was subsequently modified and was entered into between plaintiff, Arch Pharmalabs Limited and the defendant. Under the Modification to the loan agreement dated 11th July, 2012 and 21st August, 2012, the plaintiff granted security for repayment of loan given to the said M/s. Arch Pharmalabs Limited and pledged the shares in favour of the defendant in dematerialized form. The plaintiff pledged 12,00,000 shares pursuant to the said agreement in favour of the defendant. The said shares were under lock in period till 27th May, 2014.