Business Law Business Law PresentationPresentation

Ranbaxy Family DisputeRanbaxy Family Dispute

Efforts by-Efforts by-

Maitri KhannaMaitri Khanna Manmeet SinghManmeet Singh Pankaj BansalPankaj Bansal Vinit GuptaVinit Gupta Manali Rajwani Manali Rajwani Janmai Jai DhyaniJanmai Jai Dhyani Robin Mittal Robin Mittal

What Is Contract?What Is Contract?

According to Section 2(h) of the Indian Contract Act, 1872, According to Section 2(h) of the Indian Contract Act, 1872, “A contract is an agreement enforceable by law, made “A contract is an agreement enforceable by law, made between atleast two parties by which rights are aquired by one between atleast two parties by which rights are aquired by one and obligations are created on the part of another.If the party , and obligations are created on the part of another.If the party , which had agreed to do something, fails to do that, then the which had agreed to do something, fails to do that, then the other party has a remedy.”other party has a remedy.”

ElementsOf a

Contract

Offer&

Acceptance

Legal Relationship

LawfulConsideration

Competency Consent

Elements(cont.)

LegalityOf

Objects

CertaintyOf Objects

PossibilityOf

Performance

Legal Formalities

Expressed & Implied ContractExpressed & Implied Contract

An expressed contract is one which is written and every term An expressed contract is one which is written and every term and condition of the contract is specified in the contract deed.and condition of the contract is specified in the contract deed.

Implied contract is one which is implied by the conduct of the Implied contract is one which is implied by the conduct of the parties involved and may or may not be written.parties involved and may or may not be written.

Company Profile (Ranbaxy)Company Profile (Ranbaxy)

Bhai Mohan Singh takeover Ranbaxy from Mr. Ranjit Bhai Mohan Singh takeover Ranbaxy from Mr. Ranjit Singh and Dr. Gurbux Singh of Amritsar who were Singh and Dr. Gurbux Singh of Amritsar who were distributors of a Japanese pharmaceuticals company.distributors of a Japanese pharmaceuticals company.

Ranbaxy Labs went public in 1973.Ranbaxy Labs went public in 1973. Ranbaxy ltd., India’s largest pharmaceuticals Ranbaxy ltd., India’s largest pharmaceuticals

company company Produces a wide range of affordable generic Produces a wide range of affordable generic

medicines.medicines. The company’s largest market is USA followed by The company’s largest market is USA followed by

Europe and BRIC (Brazil, Russia, India & China)Europe and BRIC (Brazil, Russia, India & China)

Board Of Directors-Board Of Directors- Mr. Tejendra KhannaMr. Tejendra Khanna Dr. Brian W. TempestDr. Brian W. Tempest Mr. Malvinder Mohan SinghMr. Malvinder Mohan Singh Mr. Ramesh L. AdiqueMr. Ramesh L. Adique Mr. Vinay K. KaulMr. Vinay K. Kaul Mr. Harpal SinghMr. Harpal Singh Mr. P.S. JoshiMr. P.S. Joshi Mr. Surendra Daulat SinghMr. Surendra Daulat Singh Mr. Vivek Bharat RamMr. Vivek Bharat Ram Mr.Shivinder Mohan SinghMr.Shivinder Mohan Singh

Current Position HoldingsCurrent Position Holdings

Mr. Analjit Singh- CEO Max Hospitals Ltd.Mr. Analjit Singh- CEO Max Hospitals Ltd. Mr.Malvinder Mohan Singh-CEO Ranbaxy Mr.Malvinder Mohan Singh-CEO Ranbaxy

Laboratories.Laboratories. Mr. Shivinder Mohan Singh- CEO Fortis Mr. Shivinder Mohan Singh- CEO Fortis

Healthcare.Healthcare.

Facts Of The CaseFacts Of The Case 19521952- Bhai Mohan Singh takes over Ranbaxy.- Bhai Mohan Singh takes over Ranbaxy. 19731973- Ranbaxy lists on Bourses- Ranbaxy lists on Bourses 19851985- Bhai Mohan Singh turns over a license to make - Bhai Mohan Singh turns over a license to make

6APA, a vital drug, to youngest son Analjit Singh’s 6APA, a vital drug, to youngest son Analjit Singh’s Max Pharma. Max makes more money than Ranbaxy. Max Pharma. Max makes more money than Ranbaxy. Bhai Mohan Singh rejects Parvinder’s demand to Bhai Mohan Singh rejects Parvinder’s demand to make the same ingredient. It sparks a rift between make the same ingredient. It sparks a rift between father and eldest son.father and eldest son.

19901990- Family settlement splits the Ranbaxy group 3 - Family settlement splits the Ranbaxy group 3 ways. Bhai Mohan expected to stay on as Chairman ways. Bhai Mohan expected to stay on as Chairman of Ranbaxy till his death.of Ranbaxy till his death.

FactsFacts

1993-1993- Bhai Mohan Singh forced to leave Ranbaxy as Bhai Mohan Singh forced to leave Ranbaxy as he and Parvinder Singh failed to agree on the way he and Parvinder Singh failed to agree on the way forward. He also filed a petition against Parvinder.forward. He also filed a petition against Parvinder. Later on his Later on his relations with relations with ManjitManjit, his middle son, also , his middle son, also

became bad.became bad. Aug 25,2005-Aug 25,2005- Bhai Mohan Singh executed his last Bhai Mohan Singh executed his last

will in presence of Prem Sobti and Vipin Malik.will in presence of Prem Sobti and Vipin Malik. March 28,2006-March 28,2006- Bhai Mohan Singh dies. Bhai Mohan Singh dies.

14 crores were given to Manjit on a specific assurance that he would repay the amount after making profits from his sales. The money was never returned. Bhai Mohan singh was upset because of his son’s work and bad reputation that he brought.

FactsFacts

May 22,2006-May 22,2006- Analjit files a probate Analjit files a probate application to seek courts endorsment application to seek courts endorsment regarding authenticity of the will through regarding authenticity of the will through Delhi based law firm KR Chawla & Co.Delhi based law firm KR Chawla & Co.

May 24,2006-May 24,2006- Malvinder and Shivinder duo Malvinder and Shivinder duo and Manjit Singh issue separate notices to the and Manjit Singh issue separate notices to the biggest beneficiary of the will-Analjit Singh.biggest beneficiary of the will-Analjit Singh. Manjit challenged as Bhai Mohan Singh did not bequeath anything to him. Manjit challenged as Bhai Mohan Singh did not bequeath anything to him.

Malvinder and Shivinder contested it because of the disputed Trust SharesMalvinder and Shivinder contested it because of the disputed Trust Shares ..

FactsFacts

June 02,2006-June 02,2006- Process of arriving at an out- Process of arriving at an out-of-court settlement begun.of-court settlement begun.

Analjit and Malvinder-Shivinder had rounds of Analjit and Malvinder-Shivinder had rounds of discussions to amicably resolve the issue of discussions to amicably resolve the issue of disputed Ranbaxy shares.disputed Ranbaxy shares.

No attempt of settlement with Manjit Singh.No attempt of settlement with Manjit Singh.

July 04,2006-July 04,2006- Nimmi Singh filed a police Nimmi Singh filed a police case against Analjit alleging that his men case against Analjit alleging that his men intruded into the other side of the joint intruded into the other side of the joint property on Aurangzeb Road.property on Aurangzeb Road.

FactsFacts

July 20,2006-July 20,2006- Analjit slaps four cases Analjit slaps four cases including a defamation petition against Nimmi including a defamation petition against Nimmi Singh.Singh.

July 31,2006-July 31,2006- Analjit reaches a settlement Analjit reaches a settlement with Parvinder’s wife Nimmi and sons, with Parvinder’s wife Nimmi and sons, Malvider ad Shivinder.Malvider ad Shivinder. All disputes and claims will be resolved. All 33 cases and All disputes and claims will be resolved. All 33 cases and

suits in various courts to be withdrawn.suits in various courts to be withdrawn. Manjit Singh is not party to the ageement.Manjit Singh is not party to the ageement.

The SettlementThe Settlement

Out-of-court settlement.Out-of-court settlement. Analjit grants the Bunglow No.1 SouthEnd Analjit grants the Bunglow No.1 SouthEnd

Lane to Nimmi Singh.Lane to Nimmi Singh. Bhai Mohan Singh’s shares in Ranbaxy get Bhai Mohan Singh’s shares in Ranbaxy get

transferred to sons of late Dr. Parvinder Singh. transferred to sons of late Dr. Parvinder Singh. The transfer to Parvinder was held up since The transfer to Parvinder was held up since early 90’s due to peding litigation.early 90’s due to peding litigation.

Analjit sole legal heir to rest all properties.Analjit sole legal heir to rest all properties.

Student AnalysisStudent Analysis

According to us it is a case of Offer & According to us it is a case of Offer & Acceptance.Acceptance. Initially Malvinder ad Shivinder did not accept Initially Malvinder ad Shivinder did not accept

their grandfather’s will but after discussions when their grandfather’s will but after discussions when Analjit offered them their shares in property, they Analjit offered them their shares in property, they who contested the will, accepted it.who contested the will, accepted it.

The case may also be seen as a case of undue The case may also be seen as a case of undue influence.influence. Bhai Mohan Singh had bad relations with Bhai Mohan Singh had bad relations with

Parvinder since early 90’s. In his last stages he was Parvinder since early 90’s. In his last stages he was in pain because of his relations with Parvinder’s in pain because of his relations with Parvinder’s family. His relations with Manjit also worsened. family. His relations with Manjit also worsened. The only support he had was through Analjit The only support he had was through Analjit (emotional support) and he made Analjit the (emotional support) and he made Analjit the biggest beneficiary.biggest beneficiary.

In another context the case may be looked In another context the case may be looked upon as a case of Coercion.upon as a case of Coercion. According to Nimmi Singh, Analjit sent his men According to Nimmi Singh, Analjit sent his men

who intruded other side of the home at Aurangzeb who intruded other side of the home at Aurangzeb Road who threatened and abused Nimmi Singh. Road who threatened and abused Nimmi Singh. Hence, Coercion.Hence, Coercion.

Thank YouThank You

Faculty- Ms. Monica SuriFaculty- Ms. Monica Suri