REGENT COMPUTRONICS PVT. LTD.

Sun Pharmaceuticals Limited Appellant

V/S

State of Telangana Respondents

Referred Judgements :-

JUDGEMENT

(1.) In these 21 petitions taken up for common hearing Crl.MP.No.4905 of 2015 filed by accused and Crl.MP.No.5046 of 2015 filed by Complainant respectively to receive additional material and same are allowed.

(2.) The defacto -Complainant Dr.Chigurupati claims that he and his wife Smt. Padmasri are the promoters of M/s. Zenotech Laboratories Limited, a Public Limited Company with registered office at Hyderabad (for short, 'Zenotech') and of whom there is a special power of attorney dated 26.09.2002 in favour of Dr. Chigurupati on their behalf for signing of the share purchase, subscription, escrow (a written instrument) and other related agreements and to do generally all other acts (for negotiation, discussion and signing of such agreements necessary) with Ranbaxy name changed as Sun(A1).

(3.) Coming to factual background relevant to the lis, on Oct. 3, 2007, Ranbaxy and Zenotech entered into a Share Purchase -cum -Share Subscription Agreement, for short (SPSSA), which provides for Ranbaxy to purchase from Zenotech's promoters supra a large block of 78,78,906 equity shares representing 27.35% of the company's fully paid -up equity share capital, at the negotiated price of Rs.160/ - per equity share and to subscribe to 54,89,536 fully paid -up equity shares at the same price under a preferential allotment by Zenotech, entitling to exercise voting rights (and in all likelihood control over it) in Zenotech far in excess of the statutorily prescribed limit of fifteen percent and Ranbaxy made public announcement to acquire the shares of the company from the ordinary shareholders, on Oct. 5, within four days of the agreement as required by law. In the public announcement, Ranbaxy quoted offer price of Rs.160/ - per equity share as the negotiated price under the agreement (SPSSA) was the highest of the prices arrived at by the different ways prescribed by law. On Nov. 8, 2007 the share purchase transaction between Ranbaxy and the promoters of Zenotech (Dr. Chigurupati and his family) was completed and at the annual general meeting of Zenotech held on the same day and the shareholders of Zenotech approved the preferential allotment of shares to Ranbaxy. On Nov. 23, 2007 Zenotech duly allotted (by way of preferential allotment) 54,89,536 fully paid -up shares to Ranbaxy. The 'open offer' made by Ranbaxy for Zenotech shares, in terms of the Takeover Regulations, was closed on Nov. 15, 2007. Following the completion of the open offer formalities, Ranbaxy issued a post offer announcement on Jan. 30, 2008. The announcement disclosed that though in the public announcement it offered to purchase shares amounting to twenty percent of Zenotech's capital, it actually received shares comprising only 2.2 percent of the expanded share capital of the company and further that on completion of all transactions Ranbaxy's shareholding in Zenotech stood at 46.85% of the latter's share capital. Even after the sale, in terms of the agreement, the promoters (Dr. Chigurupati and his family) retained a portion of their shareholding in Zenotech. It is also relevant to say, Daiichi(A3) acquired about 67% shares of Ranbaxy(A1) and this acquisition required Daiichi to give an open offer under SEBI (Substantial acquisition of shares and take over) regulations, 1997 for acquiring the shares of Zenotech. No doubt, it is no one's case that the acquisition of Zenotech's shares and control by Ranbaxy earlier supra was at the instance of Daiichi or it was in furtherance of some overt or covert understanding between the two as observed by the three Judge Bench of the Apex Court at the end of para No.3 in Daiichi Vs. Jayaram Chigurupati, (2010) 7 SCC 449.

Click here to view full judgment.

SUN PHARMACEUTICALS LIMITED Vs. STATE OF TELANGANA

Referred Judgements :-

JUDGEMENT

QUick Links

Get in Touch

Email

Contact Numbers

Address