In 2021, Rossari Biotech had agreed to acquire 100% stake in Unitop in 3 tranches for ₹415 crore. However, Rossari have acquired 80% stake in Unitop in two tranches and refused to acquire the remaining 20% stake worth ₹83 crore, they allege.
On 2 June 2021, a sales and purchase agreement (SPA) was executed between the two parties, under which Rossari Biotech would purchase the shares in Unitop in three tranches for an aggregate consideration of ₹ 415 crore.
Pursuant to the SPA, the Plaintiff acquired its present shareholding of 80% in two tranches in the manner set out under the SPA. Under the SPA, the sale and purchase of the Third Tranche Shares (balance 20% shareholding) was due to be completed on or before 2 September 2023. This 20% stake is held by Rajeshwari Shetty, Jeenanath Shetty and Balakrishna Shetty, according to the documents submitted at the Bombay City Civil Court. On 1 November 2023, a Put Option Notice was issued where Rossari Biotech was called upon to purchase the third tranche shares from the applicants. On replying to the notice, Rossari Biotech alleged that applicants were in breach of various obligations under the SPA, in particular, a non-compete clause. Rossari Biotech claimed that the applicants had set up a competing business in the form of Omkar Chemical Industries (Omkar Chemicals).
“As the matter is in court I don’t want to comment on this,” said Balakrishna Shetty, the founder and former director of Unitop Chemicals.
“Rossari Biotech Limited (RBL) firmly refutes any claims of contractual breaches regarding the acquisition of Unitop Chemicals. It is RBL’s position that the sellers are in breach of their non-compete obligations. The disputes between the parties are presently pending adjudication before various forums. That being so, RBL prefers not to comment on the merits,” said a Rossari Biotech spokesperson.
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