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SpecialReport

with Torrent) by Elder Pharma, which chase Elder Pharma for their pending
was signed by all C & F Agents and dues and in this regard initiated arbi- As some questions remained
supplied back to Elder for its execution tration proceedings and other ancillary unanswered, Tehelka asked
by Torrent. proceedings against the Elder. Even an Torrent to reply and the company
However, upon conclusion of the Order was passed by the Bombay High confirmed that Deed of Novation
Business Transfer and exchange of Court, directing Elder to furnish a bank was part of BTA:
consideration between the two compa- guarantee against the dues of the C &
nies, Torrent did not sign the Novation F Agents. That during the proceedings Dear Mr Ahuja
deed with the C&F Agents and the C & F before the Bombay High Court, Elder
agents were made to believe that sign- maintained the stance that the dues This has reference to your mail
ing or not signing the Novation deed is dated 31st July 2018. Our response
the discretion of Torrent and nothing is as under:-
could be done about the same. A total of 17 C&F
Torrent in its unilateral represen- 1. Is Deed of Novation, an integral
tation before the Competition Com- agents allege that part of the BTA dated December
mission of India got an approval from 13, 2013 signed by you and Elder
the said Commission against the Busi- the two companies Pharma
ness Transfer (Combination). The C&F — Torrent Pharma “The draft version of Novation
agents allege that Torrent made false deed was part of the BTA”
representations before the Compe- and Elder Pharma
tition Commission and by playing a — in an organised 2. The Deed of Novation was
fraud misguided Competition com- signed by the Director of Elder
mission to pass an order approving the manner, committed Pharma (Original Party) and
Business Transfer. a multi-crore sent to all their C&F’s (Counter
The C&F agents under the misguided Parties) who in turn signed and
belief and understanding continued to financial fraud returned to Elder Pharma for
signatures of Torrent (Acceding
party). You were obligated to sign
the Deed as per terms of BTA, were a liability of Elder Pharma howev- the BTA and other documents in April rent had stepped into the shoes of Elder
Did you sign the Deed of Nova- er in the arbitration proceedings, it was 2018 and the illegal role and modus op- Pharma and was under a mandate of
tion, if not, why? for the first time that Elder indicated erendi of Torrent came into light. It was law to release the legitimate pending
As per the conditions of BTA, that Torrent was liable to discharge all learnt for the first time that Torrent had outstanding of the 17 C & F Agents.
Elder was obligated to get the liabilities of C&F Agents which accrued acquired the business on “SLUMP SALE As alleged, the hide and seek game
Novation deed signed from CFA prior to and during the execution and BASIS” and it was under a mandatory of Torrent was over after discovery of
by a particular date. Since the conclusion of the BTA. Surprisingly, de- obligation to continue the C & F busi- the BTA by the C & F Agents, who are
condition was not met, we were spite several orders passed by Arbitral ness with the 17 C & F agents and ex- now aggressively pursuing the matter
not obligated to pursue the same Tribunal directing Elder to supply copy ecute the Novation Deed which formed against Torrent and as informed are in
further. of BTA to C&F Agents, the same was part of the BTA. For all purposes, includ- process of filing complaints before the
not supplied and on one pretext or the ing obligation to discharge liability, Tor- Economic Offence Wing of Police and
3. Apart from Deed of Novation, a other Elder Pharma evaded and avoid- also complaint to Serious Fraud Investi-
separate letter dated December ed to supply the BTA to C & F Agents. gation office. The C & F Agent allege that
13, 2013 was issued for concerned Allegedly as planned, within few The victims of the in a well-designed conspiracy between
authorities as an integral part of months later Elder Pharma collapsed the top brass of both companies and
BTA and signed by you and Elder and slipped into liquidation resulting in deal allege that with the intention of siphoning dues of
Pharma. Are you aware of the stalling of all legal proceedings initiated before the said Operational Creditors, the much kept
contents of this referred letter? by the C&F Agents against Elder. secret BTA was executed, without its
We would be able to comment The C&F agents claim that until, acquisition took terms being made known to concerned
once we see the contents of the April 2018 the C & F Agents were una- place Torrent creditors and in a systematic manner
letter you are referring. ware of the explicit terms of the BTA, Elder was deliberately pushed into liq-
the Novation Deed forming Part of BTA Pharma was aware uidation with the malafide intentions
Warm Regards and the Escrow agreement, which BTA to deliberate a huge multi crore fraud.
and other ancillary documents were of the admitted After acquiring the Business of Elder
Jayesh Desai deliberately and consciously concealed pending liabilities Pharma, Torrent not only wiped out
by Torrent and Elder Pharma. The C & F competition for itself but made multi
Agent were able to get their hands on of Elder Pharma fold gains by not discharging liabilities

TEHELKA / 30 SEPTEMBER 2018 26 WWW.TEHELKA.COM TEHELKA / 30 SEPTEMBER 2018 27 WWW.TEHELKA.COM

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