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2003 (10) TMI 46 - SUPREME COURTWhether the value of the "Vertin" and "Colospa" brands which are the original research products of the foreign promoter, should be considered in the valuation of the 4.91 per cent? Held that:- What has not been said in the terms of settlement in specific and clear terms cannot be superimposed by the court while interpreting the terms of settlement. The language employed in the terms of settlement which we presume would have been drafted after obtaining expert legal advice does not even necessarily imply that special weightage in the form of "control premium" has to be given to these 4.91 per cent. shares. If the petitioners had insisted on the incorporation of such a provision, it could very well be that the other party or parties would not have agreed to such stipulation. The court cannot therefore, give any direction in regard to control premium. The learned valuer has given relevant reasons for non-inclusion of the said brand of drugs which stood transferred to Solvay Pharmaceuticals BV from Dupen Laboratories Pvt. Ltd. They are not the existing assets of DIL. In fact, the petitioners have put in issue in one of the suits filed by them the legality of transfer and sought for a declaration that DIL continues to be the proprietor of the two brands. The petitioners have agreed to withdraw various suits. In any case, the petitioners cannot be permitted to thwart the terms of the settlement by inviting the valuer or this court to go into the extraneous issue as regards the validity of the transfer or incidental matters. The assets as per the relevant records have to be taken into account by the valuer and that has been done. We, therefore, find no apparent error in excluding those brands. It is not the case of the petitioners that the future earning based valuation is the only reliable method of "earnings based valuation". Moreover, the petitioners have not placed any facts and figures to show that such method of valuation would result in a definite increase in the share value going by independent projections. When there are vast discrepancies between the projection given by the parties and independent projections have not been provided, the valuer has chosen the best possible method of evaluation by capitalizing the past earnings. In doing so, the future maintainable profits based on past performance is also an element that has gone into the calculation. No prejudice whatsoever is shown to have been caused to the petitioners by the earnings based valuation.
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