1. The petitioner-the Zandu Pharmaceutical Works Ltd. is a company incorporated on 10-12-1919 under Indian Companies Act, 1913 having its registered office at 70, Gokhale South, Dadar, Mumbai-400 025. The company is doing the business of producing, manufacturing and selling pharmaceutical products.

1.1 Respondent Nos. 1 to 4 are members of the Vaidya family and together with respondent Nos. 5 to 8 which are companies controlled by respondent Nos. 1 to 4 hold 23.33 per cent shares of petitioner-company as on 31-3-2008. The petitioner alleges that respondent No. 9 has illegally acquired 1,90,441 shares of the petitioner-company from respondent Nos. 1 to 8 in violation of the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (‘Takeover Regulations’/‘Takeover Code’) as also the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992 (‘Insider Trading Regulations’) and the Act. Respondent No. 1 and/or his relatives are directors and/or shareholders of respondent Nos. 5 to 8. Respondent Nos. 1 to 8 as pointed out hereinafter, are covered by the definition of ‘insider’ for the purposes of the Insider Trading Regulations.

1.2 Respondent No. 9 Emami Ltd., is a company incorporated under the provisions of the Act and has its registered office at the address mentioned in the cause title hereinabove. Respondent Nos. 10 to 13 are companies incorporated under the provisions of the Act. It is alleged that respondent No. 9 has illegally acquired 1,90,441 equity shares of the petitioner-company from respondent Nos. 1 to 8 in violation of the provisions of the Insider Trading Regulations and in violation of the provisions of the Takeover Regulations. Respondent Nos. 10 to 13 are said to be persons acting in concert with respondent No. 9 as envisaged in section 2(e) of the Takeover Regulations. Further, respondent No. 9 has acquired the said 1,90,441 shares of the petitioner in violation of the provisions of section 372A of the Companies Act, 1956 (‘the Act’). The said acquisition by respondent No. 9 is also in violation of the provisions of section 108A of the Act.

1.3 Respondent Nos. 14 to 29 are companies/entities who are also acting in concert with respondent Nos. 9 to 13, which fact has not been disclosed by respondent No. 9. It is submitted that the acquisition of shares by respondent Nos. 14 to 29 is also in violation of the provisions of the Takeover Regulations.

1.4 The respondent Nos. 9 to 13 who have acquired equity shares of the petitioner-company from respondent Nos. 1 to 8 became member of the petitioner-company because these shares are in dematerialised form. The petitioner realised that the present management is under the threat of dislodgement from the management because the respondent No. 9 is aggressively acquiring the shares of the petitioner and, therefore, may take control of the company and dislodge the present management. The petitioner first time filed the application under section 111A(3) of the Act and mentioned for an interim relief on 20-7-2008. The three prayers asked for interim relief are as follows :

(g)Restrain, by an order of injunction, respondent No. 9 from exercising any voting or other rights, or availing of any benefits or privileges in respect of 1,17,903 shares of the petitioner-company.

(h)Restrain, by an order of injunction, respondent Nos. 10 to 13 from exercising any voting or other rights, or availing of any benefits or privileges in respect of the 31,419 shares of the petitioner-company.

(i)Restrain, by an order of injunction, respondent Nos. 14 to 29 from exercising any voting or other rights, or availing of any benefits or privileges in respect of the 54,335 shares of the petitioner-company.

2. At the time of hearing the mentioned matter on 28-8-2008, for interim relief, the petitioners stated that the respondent No. 9 has not only acquired the shares but also made an open o