The petition, expected to come up for hearing on April 23, prays that the scheme be allowed to proceed only after HMR produces the valuation report of Roussel India shares by Bansi Mehta & Co and gives explanations for the alleged discrepancies arising out of the share transfer and its value.

As per the scheme, HMR, which holds 66.66 per cent of Roussel's equity capital, has acquired the remaining 2,09,280 equity shares (or 33.33 per cent of Roussel's paid-up capital) at Rs 323.09 per share from Roussel Laboratories, UK. Roussel India will become a 100 per cent subsidiary of HMR India.

While the company says that the scheme did not require a issuing HMR shares Roussel India's shareholders, and hence there is "no valuation report", the union claimsa letter from the company's chartered accountants Sharp & Tannan indicates otherwise.

The petition says: "Sharp and Tannan, chartered accountants, in their letter dated January 29, 1998 to the Income Tax Officer, Mumbai, requesting for issuance of an NOC for remittance of sale proceeds of the said 2,09,280 shares to Roussel Laboratories Plc, UK, states in a footnote that as of December 22, 1997, Bansi S Mehta & Company, chartered accountants, have prepared a valuation report of the shares of Roussel India Ltd."

The company's solicitors, Crawford Bayley & Co, however, say that note (1) of the enclosure to the letter dated January 29, 1998, to the income-tax officer shows the market value of Roussel India shares as on April 1, 1981 and is as per the valuation report of Bansi Mehta & Co.

"If the report was prepared in connection with the amalgamation between Roussel and HMR, the valuation could never have been on April 1, 1981, but would have been as on the appointed date in the scheme, namely April 1,1997, " they say.

Crawford Bayley adds that "the object of obtaining the said valuation report was for the purpose of substituting the fair market value as on April 1, 1981 for determining the cost of acquisition of Roussel India's shares by Roussel Labs, UK, from whom HMR is acquiring the shares. On the basis of the said valuation report, HMR has obtained the NOC from the income tax."HMR adds that the shares held by Roussel India are being acquired as per the guidelines laid down by the Reserve Bank of India (RBI). The RBI has approved HMR's purchase of shares held by Roussel Laboratories, UK, in Roussel India at Rs 323.09 per share.

The petition adds that in view of the various irregularities of the amalgamation scheme, the company should allow the inspection of copies of various documents like the attendance slips, ballot papers, proxy forms, proxy register, authorisations for voting, etc, taken into consideration for finalising the poll at an extra-ordinary general meeting (EGM) on January 31.Moreover, the employee shareholders claim that many shareholders did not receive any intimation of the EGM. The petition alleges that several creditors of HMR have complained in writing of not having received notices of the scheme or that the amount purportedly owed to them has been wrongly stated. The solicitors for the company in their reply state that the charges are baseless and frivolous.