The Bombay High Court has disposed of Golden Tobacco Company’s appeal against a judgment of the Company Law Board (CLB) on January 19, 2009, which stayed resolutions passed by the company’s board. The court on Friday asked the CLB to pass a judgment on the matter by February 2. The Golden Tobacco board had sought to sell or jointly develop some of its land banks in Mumbai, Hyderabad and Guntur.
However, Pramod Jain, a minority shareholder in the company, filed a case against Golden Tobacco, Sanjay Dalmia, the company’s promoter, and Gujarat Heavy Chemicals Ltd (GHCL) in the CLB alleging foul play. He alleged that GTC wanted to sell the land and use the proceeds to pay off its liabilities to Indiabulls Financial. Jain urged the CLB to monitor the land sale and make sure that the money collected is used for the welfare of thecompany. “I want the CLB to appoint a real estate consultant and the company to invite a global tender to sell the land,” he said.
As per the resolution, Golden Tobacco has given powers to J P Khetan, the company’s managing director, and AK Joshi, director (finance), to take necessary steps for the sale or joint development of the land. Dalmia had on January 20 told that thecompany has entered into a memorandum of understanding (MoU) with a real estate developer. He refused to divulge details. Golden Tobacco Company has, however, not yet informed the stock exchanges about the MoU. It has also not notified it about the CLB order.
Dalmia and Indiabulls Financial are in a legal tangle. Indiabulls had filed an FIR on July 25, 2009 against Dalmia and a few other directors of GHCL alleging he had duped it of Rs 641 crore. It alleged that Dalmia had issued bogus shares of Golden TobaccoCompany and GHCL as collateral. The two parties, however, reached an out-of-court settlement in which Dalmia agreed to pay Rs 25 crore cash to Indiabulls and Rs 235 crore as mortgage by March 31, 2010. Dalmia, wantedto sell the 7.5 acre prime property in Vile Parle and Marol areas in Mumbai to pay-off the Indiabulls loan. If the matter goes to the Supreme Court, it is unlikely that Dalmia will be able to settle the IndiaBulls spat before the deadline.
Meanwhile, Jain is seeking to take over Golden Tobacco Company and has announced an open offer for 25% stake at Rs 101 per share. He is awaiting mandatory clearances from Sebi to start the open offer.
