Unitop shareholders drag Rossari Bio to arbitration
Unitop Chemicals started arbitration against promoters of Rossari Biotech, the company which had acquired Unitop in 2021. The Unitop shareholders have alleged that Rossari Biotech has breached the agreement for acquiring 100% stake in Unitop Chemicals.
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
