SABYASACHI BHATTACHARYYA,J. - (1.) The Court : Learned Senior Counsel appearing for the petitioner, at the outset submits that this action is in the nature of a derivative action. For the sake of convenience, it may be noted that the plaintiff has a 17.52% shareholding in the defendant No. 1 Company and 0.06% shareholding in the defendant No. 11 Company. On the other hand, the defendant No. 1 Company has 33% shareholding in the defendant No. 11 Company, namely Century Textiles and Industries Limited.
(2.) It is submitted on behalf of the plaintiffs/petitioners in support of the interlocutory application, that by virtue of shifting the Cement Division of the defendant No. 11 Company to a stranger Company, by way of a scheme of demerger between respondent No. 11 Company and one Ultra Tech Cement Limited, the primary profit-earning section of defendant No. 11 is being sought to be shifted to the said stranger Company, to the detriment of the interest of defendant No. 11. It is argued that the defendant Nos. 2 to 10 and 12 to 18, in particular, defendant Nos. 2 and 3, are the controlling share holders in Ultra Tech, the stranger Company mentioned above, and, in an oblique manner, are trying to use such scheme as proposed to affect adversely the interest of defendant No. 11-Company, in favour of the Stranger Company.
(3.) Learned Senior Counsel appearing for the plaintiffs/petitioners argues that the plaintiff, for the first time, learnt of such proposed scheme from a newspaper publication dated September 21, 2018, whereby it was notified that, by an order dated September 12, 2018 the National Company Law Tribunal (NCLT), Mumbai, had directed a meeting to be held of the equity share holders and preferential share holders of the second applicant Company (Ultra Tech) for the purpose of considering, and if thought fit approving, with or without modification, the proposed CAP scheme of CAP demerger amongst Secretary Textiles and Industries Limited (demerged Company) and Ultra Tech Cement Limited (resulting Company) and their respective share holders and creditors Under Sections 230 to 232 and other applicable provision of the Companies Act, 2013. It is submitted that, the ratio of the worth of the shares of Ultra Tech and defendant No. 11, at least at the juncture when such notice was issued, was 8:1 whereas the scheme, if accepted, would reduce such worth to a much lesser value.;