Two of the shareholders of a food manufacturing company have complained that the firm has been purposely undervalued for its proposed sale to its subsidiary Foster Clarks Limited.

Suzanne Busuttil and Brian Busuttil, shareholders of B & S Manufacturing Limited, said in a judicial protest that the proposed sale would include this company as well as B & S Contractors Limited, which deals in real estate, and B & S Exports limited.

In their complaint, made against a number of other members and companies of the Busuttil family, the two claimed the sale was agreed upon following a report drawn up by auditors which valued the company at substantially less than it was worth.

B & S Manufacturing produced a brand named Tiara that supplied North Africa and the Arabian Peninsula with food products. The company would sometimes subcontract work to Foster Clarks Products and vice versa.

They contended that the report omitted sales of certain Tiara products and lacked references to certain abuses and irregularities allegedly committed inside the group of companies and to the lack of financial planning and accountability.

They alleged that the managing director of Foster Clarks Products, Joseph Busutil, and its finance director Chris Degirogio, were involved in the process of the valuation of B & S Manufacturing, which meant it lacked independence.

The proposed sale of the companies, Suzanne and Brian Busuttil claimed, was nothing but a manoeuvre to distance shareholders from the operation of the business owned by the Busuttil family.

They also held that the sale of Foster Clarks Products Limited for almost 10 per cent of its real value had been discussed in negotiations that could still be ongoing. They were not going to reveal any more information as it was more than likely that this sale would also end up in court.

The complaint was made against Francis Busuttil & Sons Ltd, B&S Contractors Ltd, Franco Busuttil, Michael Busuttil, Joseph Busuttil, Christian Busuttil and Jean Paul Busuttil as directors of Francis Busuttil & Sons Ltd, Foster Clark Products Ltd, Francis Busuttil & Sons (Marketing) Ltd, B&S Exports Ltd, B&S Manufacturing Ltd, and Chris Degiorgio as director of Foster Clark Products Ltd and of Francis Busuttil & Sons (Marketing) Ltd.

Lawyers Patrick Galea and Michael Sciriha signed the protest.