Fabindia arm founders sue firm over exit clause
new delhi/mumbai, Sept. 29 -- The co-founders of Fabindia Ltd's personal care subsidiary, Biome Life Sciences India Pvt. Ltd, sued the apparel retailer in the Delhi high court, seeking to enforce an exit clause they say values their shares at Rs.196.16 crore.
Shantanu Jain and Sania Arora Jain, who launched Biome Life Sciences LLP in 2019 that came under the Fabindia fold a year later, said in their petition that the retailer has breached their shareholder agreement (SHA) by failing to honour a "put option" that entitled them to sell their stake under a pre-agreed formula. Biome houses Fabindia's personal care line of FabEssentials face washes, moisturizers, shampoos and fragrances.
The Jains sought urgent interim relief under Section 9 of the Arbitration and Conciliation Act, requesting the court to direct Fabindia to deposit the sum in an escrow account, even as they pursue arbitration to secure their claim.
Sania has over two decades of experience in women's personal care products and Shantanu is a biochemist trained at London's Imperial College, the petition said. They launched Biome Life Sciences LLP in 2019 to develop Ayurveda-based, science-backed personal care products. Their work caught the attention of William Nanda Bissell, Fabindia's managing director and former chairman. Bissell engaged the Jains first as consultants and later proposed a formal collaboration.
Biome Life Sciences India Pvt. Ltd was incorporated in May 2020, with Fabindia holding a controlling stake.
In the court petition, the Jains alleged that while they took on active managerial roles, introduced new strategies, and developed products, Fabindia did not extend adequate support. In August this year, the Jains wrote to Fabindia that they wanted to exit, and valued their shareholding at Rs.196.16 crore, based on Biome's audited financials.
Fabindia claims the founders had "neglected their responsibilities" and were guilty of "wilful misconduct and negligence". A Fabindia spokesperson said the company chose the Jains for their expertise, but claimed they "shrugged their responsibilities and raised the issue of put option" when confronted with lapses.
"Over the period of time, there was dereliction of their duties along with wilful misconduct and negligence and serious lapses were noticed on their part. When confronted with these lapses, they shrugged their responsibilities and raised the issue of put option." the Fabindia spokesperson said....
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