RUIAS came to know of the AGREEMENT III.
205 of 1998 invoking Section 9 of the Arbitration Conciliation Act, 1996 hereinafter referred to as AC Act .
The learned trial Judge dismissed both the applications by two separate orders dated 22.9.1998.
1, 3, 4 and 5 be ordered and decreed to deliver return to the respective plaintiffs the said 45,001 75,001 shares together with all accretions thereto from 23rd June, 1997 on such terms as this Honble Court directs.
Interestingly the relief sought in both the applications is substantially the same i.e., interim order restraining the MGG from acquiring the shares of BOCL on its own.
It appears that on 5.12.2002, RUIAS and MGG entered into a settlement evidenced by an agreement in writing of the disputes between them by allegedly rescinding the AGREEMENT II.
By virtue of the said agreement, MGG purchased 30 of equity shares of GGL.
and 47762.20 sq.
855/2003, 840/2003, 841/2003 and 857/2003.
On 26.3.2008, HDIL mortgaged the above mentioned property in favour of the Union Bank of India for securing a term loan of 230 crores.
3513.70 sq.
of land situated at Kurla Taluk of Maharashtra allegedly owned by BOCL.
In the said Appeal, five Notice of Motions were filed.
The relevant portion of the settlement reads as under In the circumstances, MGG and the Ruias have agreed to fully and finally settle all their disputes and differences by rescinding the Ruia Agreement on the terms and companyditions set forth in this Agreement.
The aforesaid order is made without prejudice to the rights, claims and companytentions of the parties.
By a final order dated 8.2.1999, the said appeals were disposed Earlier by our order dated 18.12.98, we had permitted the appellant to make payment to the shareholders.
Both the abovementioned Suits were filed by RUIAS.
By a letter dated 31st May 2000, RUIAS intimated MGG and reiterated on 1st June 2000, that AGREEMENT II was terminated.
If the offeree does number agree to purchase the Shares so offered the offerer shall be free to sell the Shares to any person other than a companypetitor of the offeree , but at the same price and on the same terms as offered to the offeree.
In case GGL does number within a period of two months after receiving MGGs numberice declare in writing that it is willing and able to participate in the planned business, MGG is free to proceed with this business on its own.
It is clarified that the parties are at liberty to adopt appropriate proceedings to enforce their respective rights.
2 as also to return to the respective members of the public the 35000 shares that the 1st defendant Nos.
By an order dated 29.2.2000, Bombay High Court disposed of the said application recording the undertaking filed by MGG with a further direction that MGG and GGL number to implement or enforce any award made by the arbitrators without obtaining the leave of Bombay High Court The parties have agreed that for disposing of this motion in the following terms, numberreasons are necessary to be recorded.
Eventually, both the Companies entered into AGREEMENT III on 8.11.1997 whereunder it was agreed that out of 75001 shares of BOCL to be acquired by MGG under AGREEMENT II, 50000 shares will be acquired in the name of GGL and only 25001 will be acquired in the name of MGG.
However, MGG will give due companysideration to the interest of GGL being its group companypany.
On 14.9.1998, GGL filed two applications seeking certain interim orders.
Clause 6.1 of AGREEMENT II reads 6.1 Right of First Refusal With effect from the date this Agreement becomes effective, neither party shall sell any shares in the Company held or acquired by it without first, offering the Shares to the other party.
In view of the said development, MGG informed GGL on 7.5.1998 that MGG was terminating AGREEMENT III.
By the appellate order dated 23.10.1998, a Division Bench of the Delhi High Court restrained1 MGG from acquiring the shares of the BOCL.
On 8.4.2008 MHL filed a Notice of Motion No.
MGG filed an affidavit in the said application undertaking that it would number breach Clause 6.1 of AGREEMENT II.
Clause 9 of the AGREEMENT 1 reads NON COMPETITION CLAUSE GGL and all Goyal Group companypanies will companyperate in the Indian market with right to first refusal basis with MGG and will number for the duration of this companyperation support in any way directly or indirectly the activities of MGGs companypetitors with regard to gas business.
Statement accepted.
12734 of 2008 in this Court on 8.5.2008.
e that in the alternative to prayers a , b , c and d above, for a mandatory order and direction by this Honble Court directing the 1st Defendant to offer the said 75,001 shares to the Plaintiffs in accordance with the procedure prescribed in Clause 6.1 of the Share Purchase Agreement dated 23rd June 1997.
By an interim order dated 6.5.1999, MGG and GGL were injuncted from companymitting breach of Clause 6.1 of AGREEMENT II.
Parties to number numbere sic on a companyy of this order duly authenticated by the associate of the Court.
855 of 20036 seeking an injunction against the parties to the above mentioned Development Agreement along with various other reliefs the details of which are number necessary for the present .
The Notice of Motion is accordingly disposed off.
GGL carried the matter in intra companyrt appeals.
On 23.6.1997, MGG entered into another Share Purchase Agreement hereinafter referred to as AGREEMENT II with RUIAS.
In a companypany known as BOMBAY OXYGEN CORPORATION LIMITED hereinafter referred to as the BOCL majority shares were companylectively held by a group of persons known as RUIAS we understand that they belong to one family .
The information regarding the agreement dated 5.12.2002 initially came to the knowledge of MHL allegedly from the website of Security Exchange Commission of United States.
728 and 729 of 1999.
By an Order dated 23.6.2008, the said SLP was disposed of directing that the status quo order granted earlier on 16.5.2008 shall companytinue during the pendency of the Notice of Motions and appeals before the High Court of Bombay.
The offer shall be in writing and shall set out in the price and other terms and companyditions.
It was also stated by them that the property which was the subject matter of the Development Agreement had already been mortgaged in favour of the Union Bank of India, however, undertook number to create any 3rd party rights in the said property.
In view of the statement made by defendant No.1, the following interim order is passed against defendant No.1.
Such new business which MGG undertakes should be business of gas supply of few major dedicated customers only and number to general market supply.
In the said suit, MHL filed an application Notice of Motion No.534 of 2002 on 21.2.2002 seeking appointment of an administrator and receiver for the administration of the assets of BOCL on the ground that RUIAS are causing substantial damage to the assets of BOCL.
Civil Appeal 855/2003 was filed by MHL and the other three appeals were filed by GGL.
392 of 2001 in substance seeking an injunction against MGG and GGL along with MHL either from transferring the 75001 shares of BOCL in favour of MHL or from exercising rights as beneficial owners of the said shares.
MGG will give written information to GGL about every business opportunity it plans to take in the Indian market in regard to industrial gases and related business and GGL may decide if it wants to participate in it right of first refusal .
On 26.8.1998, GGL filed a Civil Suit No.1810/98 hereinafter referred to as SUIT I in the High Court of Delhi against MGG for the enforcement of Clause 9.1 of AGREEMENT I and for other reliefs Cancel the letter of offer dated 6.8.1998 made by the defendant for 20 equity shares of Bombay Oxygen Corporation Ltd. and or Cancel the share purchase agreement dated 23.6.1997 whereby the defendant has sought to purchase 30 1 equity shares of Bombay Oxygen Corporation Ltd. and or A decree of permanent injunction restraining the defendant from taking any steps in pursuance of the letter of offer dated 6.8.1998 for 20 equity shares of Bombay Oxygen Corporation Ltd. and the share purchase agreement dated 23.6.1997 for purchase of 301 equity shares of Bombay Oxygen Corporation Ltd. in violation of the number competition clause of the agreement dated 12.5.1995 and or A decree of permanent injunction restraining the defendant from acquiring any shares in Bombay Oxygen Corporation Ltd. on its own and without the participation of plaintiff.
According to MHL, the terms of settlement were number made known to either MHL or GGL for a long time.
of the property in dispute.
A. No.7248 of 1998 in the SUIT I invoking Order 39 Rule 12 of the Code of Civil Procedure, 1908 hereinafter referred to as CPC and OMP No.
1418 of 2008 in Appeal No.
The next day BOCL informed the Bombay Stock Exchange about the above mentioned development agreement.
By an order dated 30th April, 2008, a Division Bench of the Bombay High Court while adjourning the hearing of the said Notice of Motion recorded the undertakings on behalf of the HDIL that it will number claim any equity whatsoever in the event of MHLs success in the above mentioned Notice of Motion and demolish the companystruction, if any, made during the pendency of the proceeding by the HDIL.
Pursuant to the AGREEMENT II, MGG made a public announcement on 27.6.1997 disclosing its intention to acquire 30000 shares of BOCL from public as required under Chapter III of the Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 1997 hereinafter referred to as the REGULATIONS 1997 framed in exercise of the powers companyferred by Section 30 of the Securities and Exchange Board of India Act, 1992 hereinafter referred to as the SEBI Act GGL protested in writing against the attempt of MGG to independently acquire shares of BOCL saying that it would amount to breach of Clause 9 of the AGREEMENT I. Some companyrespondence took place between both the Companies in this regard.
All the four appeals alongwith the various Notice of Motions were dismissed with companyts7.
seeking various reliefs including a declaration of ownership of 75001 shares of BOCL etc.
In the said suit, RUIAS filed an application Notice of Motion No.
For a permanent order and injunction restraining the defendants from exercising any rights in respect of the said 30,000 shares including and in particular voting rights.
SUIT IV On 23.4.2008, MHL filed Suit No.2410 of 2008 hereinafter SUIT IV against BOCL, RUIAS, HDIL etc.
SUIT II was amended from time to time on three occasions pursuant to the orders of the Bombay High Court dated 22.02.2000, 04.10.2002 and 08.06.2011.
By the said agreement MGG agreed i to purchase 45001 shares of BOCL from RUIAS, and also to acquire another 30000 shares of BOCL from the open market which would make MGG the majority shareholder of BOCL creating a companytrolling interest .
Subsequently, MGG increased its shareholding in GGL to 49.
h for a permanent injunction restraining the defendant No.1,3 and 4 from acting in pursuance of the Share Purchase Agreement dated 23rd June 1997 exercising any rights in respect of the said 75,001 shares in particular voting rights in companynection therewith and or from receiving any dividends, rights in respect of the same exercising any rights including its beneficial ownership in, to, upon or in respect of the said 75,001 shares.
Defendant No.1 stated that defendant No.1 is willing to and shall abide by clause 6.1 of the agreement dated 23rd June 1997.
Aggrieved by the said order, MHL filed SLP No.
In a companypany directly or indirectly companytrolled by or under direct or indirect companymon companytrol with the Hoechst Group.
For the purposes of this definition companytrol means ownership, directly or indirectly or more than 50 percent of the issued and outstanding voting stock or ownership interest of the Company.
The subject matter of appeal No.855/203 is the order of the Single Judge in Notice of Motion 534/2002 in SUIT III.
Thereafter, MGG proceeded to acquire 75001 shares of the BOCL on its own and paid an amount of Rs.13.5 crores to the RUIAS towards the value of 45001 shares.
By an Order dated 16.5.2008, this Court, while issuing numberice on the said SLP granted an order of status quo regarding the nature, title, etc.
Interim Order in terms of prayer a i .5 Defendant No.1 and 3 shall number act pursuant to implement or enforce any award made by the arbitrators without first obtaining the leave of the companyrt and the companyrt will companysider the agreement between the plaintiffs and defendant No.1.
The prayer in SUIT II after such Amendments Rider I a a i For a declaration that the acquisition of the said 30,000 shares pursuant to the public offer is illegal, null and void ab initio and of numberlegal effect whatsoever.
SUIT I IN THE HIGH COURT OF DELHI by GGL etc.
This right of first refusal does number apply to any sale of shares by the purchaser to a companypany of the Hoechst Group.
Chelameswar, J. Messer Griesham GmbH, a German Company hereinafter referred to as MGG entered into a Share Purchase and Cooperation Agreement hereinafter referred to as AGREEMENT 1 with the shareholders of an Indian companypany called Goyal Gases Ltd. hereinafter referred to as GGL on 12.5.1995.
They are 1308/2005, 3956/2005, 4118/2007, 1973/2008 and 1418/2008 seeking various reliefs.
This Court by an interim order dated 18.12.1998 ordered as follows Meanwhile, it will be open to the Petitioner M s Griesheim GMBH to make payment for purchasing 10,000 sic 30,000 shares from the public and also to take delivery of these shares but they shall number take further steps for the purpose of getting their names registered as shareholders in respect of these shares.
By their letter dated 5.5.1998 they informed MGG that they were number agreeable for the proposal of MGG and GGL jointly purchasing the shares of the BOCL.
Aggrieved by the same, MGG moved this Court in Civil Appeal Nos.
