IN THE HIGH COURT OF JUDICATURE AT MUMBAI ORDINARY ORIGINAL CIVIL JURISDICTION SUIT NO. OF 2044 Shardul Suresh Shroff of Delhi inhabitant, ) residing at $-270, Aashinwad, Greater Kailash II, } New Delhi-110 048 } Plaintiff Versus 4. Cyril Suresh Shroff 2. Vandana Cyril Shroff Both Mumbai inhabitants, residing at 67, Roopam, 2” Floor, Worll Seaface, Worl Mumbai 400-030 3. L. Viswanathan 4, James Abraham 6. George Goulding 6. Ashwin Maheshwari (Nos. 3, 4 and § being members of 1 Management Committee of Defendant No.7 and No.6 being the CFO of Defendant No.7) with their offices at Peninsula Chambers, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400 013 7. Mls, Amarchand & Mangaldas & Suresh A Shroff & Co., a partnership frm registered under the Indian Partnership Act, 1932 under Registration No.BA 80777 9n July 10, 2001 with its addfess at Peninsula Chambers, Peninsula Corporate Park, Ganpatrac Kadam Marg, Lower Pavel, Mumbai-400 013. DefendantsTHE PLAINTIFF ABOVENAMED STATES AS FOLLOWS: The Parties 4 The Plaintiff sues as the sole executor of the estate of late Mrs. Bharati Suresh ‘Shroff (the “Deceased”) who died testate in Mumbai-on or about August 25, 2014. The Deceased under her last Will and Testament dated June 1, 2042 (the “Will") appointed the Plaintiff as the sole executor. The testamentary dispositions made by the Deceased by her Will were modified by the Codicil dated January 25, 2014 (the “Codicil") executed by the Deceased. The Will and the Codicil are collectively referred to as the “Testamentary Dispositions”. ‘Copies of the Testamentary Dispositions have been pravided by the Plaintif to Defendant No.1, Defendant No.2 and Defendant No.4 respectively on September 40, 2014 and September 14, 2014 as sel out hereafter A copy of the Willis FEA hereto annexed and marked EXHIBIT “AY, A copy of the Codicil is hereto pees annexed and marked EXHIBIT “B". 2 The Plaintiff has applied for probate of the Testamentary Dispositions. The present suit has been necessitated by the Defendants’ intermeddling with the estate of the Deceased The Plaintiff will produce the probate prior to the present suit being decreed 2 Defendant No.1 is the younger son of the Deceased and Defendant No.2 is the wife of Defendant No.1. Thus the Plaintif and Defendant No 1 are brothers, The Plaintiff and Defendant No 1 and Defendant 2 are partners of Defendant No.7 as set out hereafter. 4 Defendant No3 is @ partner in Defendant No.7? and @ member ef the Management Committee of Defendant No.7, Defendants Nos.¢ and 5 are not pariners of Defendant No.7 but they are members of the Management Committee of Defendant No.7. Defendant No.6 is the Chief Financial Officer of Defendant No.7 and is responsible for and in charge of financial matters. Defendant No.7.2 Defendant No.7 is a partnership firm registered under the Indian Partnership Act, 1982 and carries on the practice’ and profession of law with jis address as Mentioned in the cause title, Defendant No 7 for the purposes of its operations uses substantia! assets, including real estate, in which the Decaased, the Plaintiff and Defendant No.t have ownership rights in their individual capacities as also as members of the Suresh A. Shroff HUF Parties’ Relationship The Deceased was a founding (and seniotmost) pariner of Defendant No.7 The Plaintiff and Defendant No.1 are each a Managing Partner of Defendant No.7. Defendant No.2 and Defendant No.3 are also partners of Defendant No.7, The Estate ‘The Deceased was possessed of various assets including co-wnership in ‘several immovable praperties and shares in two partnership firms viz. Defendant No.7 and Amarchand & Mangaldas & Hiralal Shroff & Co. ("AMHS"), The Deceased also owned 36,226 Class A shares in the capital of Amarchand Tawer Property Holdings Pvt. Ltd ("ATP") which owns the building “Amarchand Towers" which is partially used for the Delhi Office of Defendant No7. The present suit relates to intermeddling by the Defendants with the Partnership ‘Share as defined in the next paragraph, the shares in the capital of ATP and the partnership share in AMHS. ‘As a founding (and senior-most) pariner of Defendant No.7 the Deceased had 22.511% share in the capital and profits and losses of Defendant No.7 represented by 52,000 Founder Family units (the “Partnership Share”), {n terms of the Testamentary Dispositions the principal beneficiary is charity Le. any / either of the two charitable trusts named in the Testamentary Dispositions Under the Testamentary Dispositions the value of the Partnership Share is bequeathed to the charitable trusts as set out in paragraph 9 below. the Partnership By the Testamentary Dispositions the Deceased bequeathed ‘Share to tne Piaint on the Plaintiff paying to the estate the value thereot such4 value to be applied towards charities as stipulated by the Deceased in the Testamentary Dispositions, The Partnership 10, The terms of partnership in respect of Defendant No.7 are set out in the Deed of Partnership dated March 26, 2001 the “Partnership Deed”).a copy of which is ‘fx © hereto annexed and marked EXHIBIT “C" The Partnership Shares were modified from time to time on the admission / retirement of partners by certain Deeds of Modification. The modifications are nat material for the purposes of the present suit, Accordingly, the Plaintiff does not praduce the Deeds of Modification. However, if required, the Plaintiff will produce euch Deeds of Modification. 44, As Defendant No? operates substantially with assets owned by the Deceased, the Plaintiff and Defendant No.1 (and the Suresh A. Shroff HUF of which they were / are members). The Deceased, the Plaintiff, his wife Pallavi, Defendant No.1 and Defendant No.2 also entered into a Family Framework Agreement dated March 26, 2001 (“FFA”), The FFA was a declaration of intent on the basis of.which it was proposed that the family would act including in order to govern their relationship with Defendant No.7. The FFA was premised upon unanimity among the Shroff family pariners and all members were mandated to speak with one voice and only through the senior-most member i.e. the Deceased while she was alive, thereafter only through the Plaintiff and after the Plaintiff was no more, through Defendant No.1, Unfortunately, the principle of unanimity was breached from inception. Similarly, various other terms were breached. The family’s intent recorded by the FFA was never implemented / followed through. Further, from inception Defendant No.1 repeatedly breached the terms of the FFA. Under the circumstances, the FFA was given a go by pursuant to the severa| breaches and was never implemented and was thus of na legal effect. Hereto annexed and FD) marked EXHIBIT “D” is a copy of the FFA Deceased. the Piaintif, the Plainutts wife 42. Under the terms of the partnership the ignated Mrs. Pallavi §. Shreff and Defendant No.1 and Defendant No.2 are designal13, 44. 15. = as ‘A’ Partners; Defendant No.3 (and certain other equity partners) are Sesignaied as ‘B Partners. The terms of the partnership recognize the ‘ownership interests of the family. In terms of Clause 28 of the Partnership Deed Defendant No.7 would not dissalve on the death or retirement of any partner. Further, in terms of sub- Clause (b) of Clause 28 of the Partnership Deed on inter alia the death of an A Partner, his / her share in the parinership would devolve in accordance with certain inter se arrangements as per the FFA. However, since the FFA was never implemented and continuously breached and of no legal efficacy the Partnership Share, which is coupled with the ownership interest, devolves in accordance with the Testamentary Dispositions. Opening of the Testamentary Dispositions Prior to her demise on August 24, 2014, the Deceased had kept the Testamentary Dispositions in a sealed bag kept with the Plaintiff. The Testamentary Dispositions are holographic and the terms thereof were not known either to the Plaintiff or to the Gefendants until the bag was opened as narrated hereafter. The Plaintiff, by his email of September 9, 2014 informed Defendant No.1 that the Plaintiff proposed to bring to Mumbai this sealed bag on September 10, 2014 and the Plaintiff proposed that at 4:00 PM on September 10 the sealed bag would be opened in the presence of Defendant No.2 or (Rishabh, the son of Defendant No.1 and Defendant No, 2) or any other representative that Defendant No.1 may nominate. Defendant No.1 by his email also of September 9, 2014 replied that he, Defendant No.1, was “happy that you (the Plaintiff) are dealing with all this sensibly. | don't think it’s necessary for you to carry the bag to Mumbai. ... | suggest you call James (Defendant No.4) or Vikram (Bhalla) (the fatter being a representative of Boston Consulting Group advising on restructuring of the partnership) and let them be present. And then you (the Plaintiff) send me copies in a sealed cover.” After an exchange of text messages it was agreed between the Plaintiff and Defendant No.1 that the sealed bagGH ie 6 would be opened at Delhi on September 9, 2014 in the presence of Defendant No.4, Hereto annexed and marked EXHIBITS “E" ana respectively are ‘Copies of the Plaintiff's email of September 9, 2014 and Defendant No.1's reply also of September 9, 2014 Accordingly, ‘on September 9, 2014 between 8:00 PM — 9:00 PM the sealed bag was opened by Defendant No.4 who inventoried the contents of the bag and made a list of its contents. Defendant No.4 photecopied the Vill and the Codicil as also the certificates attached to the Will (each page of the photocopy was initialed by Defendant No.4). The bag was then ré-sealed by Defendant No.4 Defendant No.4 put the photocopies in two separate envelopes, one for the Plaintiff and the other for Defendant No.1 and sealed each envelope, Both sealed envelopes were given to the Plaintiff one far his use and the other for the use of Defendant Noi, The entire process was video recorded and photographed and, if necessary, the Plaintiff will rely Upon the recording and photographs. The Plaintiff by his email of the night of September 9. 2014 fecorded the process of opening and inventorying the contents of the bag. Hereto annexed and marked EXHIBIT “G* is a copy of the Plaintiff's email of September @, 2014 to Defendant No.4, Mr. Bhalla and Defendant No.1. The Same night, the Plaintiff also emailed Defendant No.1 separately, with a copy to Defendant No.4 and Mr, Bhalla, inferming Defendant No.1 that on the 9" evening only the process of opening and inventorying the bag and copying the Testamentary Dispositions was completed and that the Testamentary Dispositions had not been read. By this email the Plaintiff enquired from Defendant No.1 whether he, Defendant No.1, would like that photocopy sets Should also be provided to Defendant No.4 and to Mr. Bhalla, A copy of this ‘email also of September 9, 2074 is hereto annexed and marked EXHIBIT “H" Inthe morning of September 10, 2014 the Plaintiff informed Defendant No.4 that he, the Plaintiff, had not received a reply from Defendant No.1 (as to whether copies of the testamentary dispositions should be provided to Defendant No.4 and Mr. Bhalla). Later in the day, at about 11:50 AM, the Plaintiff received an email from Defendant No.1 (which was also addressed by Defendant No.1 to¥ Defendant No.4 and Mr. Bhalla) that Defendant No.1 would tead the photocopies , 9" Sunday (September 14, 2014). A copy of Defendant No.t's email of BS September 10, 2014 is hereto annexed and marked EXHIBIT “1” 18. Since Mr, Bhalia's visit to Mumbai did not materialise the Plaintiff on ‘September 10, 2074 carried with him the envelope containing Defendant No.1’s set of the ee Photocopies (as sealed by Defendant No.4) to Mumbai and delivered that envelope to the Defendant No 1's residence. 19. On September 14, 2014 Defendant No.1 emailed the Plaintiff (with a copy to t Defendant No.4 and Mr. Bhalla) that “it is fine to provide copies to (Defendant No.4) and Vikram Bhalla, Please do so as suggested”. Accordingly, by his email of September 17, 2014 addressed to Defendant No.4 and Mr. Bhalla (with a copy ‘to Defendant No.1) the Plaintiff forwarded inter alia the photocopies of the eo Testamentary Dispositions. Hereto annexed and marked EXHIBIT “J” are copies of the email of September 17, 2014 from Defendant No.1 to the Plaintiff and from the Plaintiff to Defendant No.4 and Mr. Bhalla along with the trailing emails. Intermeddling with the Estate 20. ‘The present suit is filed by the Plaintiff as the executor of the Deceased’s estate in respect of the Defendants’ intermeddling with the estate of the Deceased. The Plaintiff expressly reserves all rights and remedies available to him in his capacities other than as the executor of tne estate. 21, The backdrop to the intermeddling is set out below:- a The holographic Testamentary Dispositions demonstrate that Defendant No.1 and Defendant No.2 {and their children} did not behave properly with the Deceased and mistreated her. so much so that the Deceased specifically excluded them, The Deceased also stipulated that if for any reason and in any way Defendant No. 1 or Defendant No. 2 or any member of his family disputed any aspect of the Will Defendant no. 1 and his family “shall stand fully disinherited”. The prime beneficiary of her capital and undistributed income from the two firms was charity (through8 any J either of two charitable trusts named in the Testamentary Gispositions) and the Plaintiff was the residuary legatee. Under these circumstances, Defendant No.1 and Defendant No.2 were anxious. They did not want the Testamentary Dispositions to come into the public domain and they wanted to share in the estate of the Deceased Notwithstanding the express terms of the Testamentary Dispositions to the contrary. Defendant No.4 who the Plaintiff believed to be a well- wisher, opened a dialogue with the Plaintiff. The Plaintiff also did not want the family dirty linen to be washed in public. Therefore, the Plaintiff made it clear to Defendant No,1 and Defendant No.4 on September 19, 2044 that the Testamentary Dispositions had to be probated; but subject to legal compliance in respect of the probate, the Plaintiff too was equally keen to avoid publicity. The Plaintiff was also willing to consider some reasonable solution to contain the family disputes in his personal capacity as a legatee. On that basis and subject to the Testamentary Dispositions being complied with, the Plaintiff, in his capacity as the residuary legatee, made a “without prejudice” offer to Defendant No.1 vide his emails of September 18, 2014 and September 20, 2014; Defendant No.1 did not accept the Plaintiff's “without prejudice” offer and considerable correspondence ensued, Ultimately, the Plaintiff by his email of October 9, 2014 withdrew his without prejudice offer but made it clear that he would (in his capacity as”a legatee), nevertheless be amenable to a reasonable solution after the terms of the Testamentary Dispositions had been implemented. As the email exchange represent attempts to negotiate, the Plaintiff has not at this stage, annexed copies of such emails to the plaint. The Plaintiff will, however, rely upon the emails exchanged should such reliance become necessary. It is relevant however, to nate that in the course of correspondence Defendant No. 1 contended (among other things) that the Deceased’s mental capacities Were impaired undue influence had been exerted by the Plaintiff on the Deceased, the Testamentary Dispositions were invalid. In no uncertain terms Defendant No. 1 disputed the Testamentary Dispositions.22. 23. 4 On or about October 16, 2014 Defendants Nos, 1 to 6 (the involvement of Defendant No.4 and Defendant No.5 was feveaied on November 11, 2014) Collaborated with each other and connived behind the back of the Plaintiff, to Snable Defendant No.1 and Defendant No.2 to purportedly appropriate to themselves one-half of the Partnership Share of the Deceased i.e, 26,000 units. (out of the 52,000 units that comprised her Partnership Share). This was sought to be achieved by:- 3 Purporting to cance! 26,000 units comprising one-half of the Partnership Share; b. Causing Defendant No.7 to receive an aggregate sum of Rs,3,70,50,000/- from Defendant No.1 and Defendant No.2; c. Against the feceipt of the said sum of Rs.3,70,50,000/ purportedly allotting to Defendant No.1 and Defendant No.2 19,500 and 6,500 new units of Series C; @. Causing Defendant No.6 to remit directly into the Deceased's and the Plaintiff's joint A’c. No. A00004270960019 with Deutsche Bank the sum of Rs.3,70,50,000/- pursuant to the purported cancellation of the 26,000 units comprising one-half of the Partnership Shares; and e Calling upon the Plaintiff and his wife Pallavi to contribute Rs. 3,70,50,000/- against which the remaining 26,000 units comprising the Partnership Share would be cancelled and 19,500 and 6,500 new units of Series S would purportedly be issued to the Plaintiff and the said Pallavi respectively. in the same way one-half of the 35% share that the Deceased had in AMHS was ‘Sought to be appropriated to Defendant No.1 and Defendant No.2 such that the ‘share of each of Defendant No,1 and of the Plaintiff in AMHS purportedly stood enhanced to 38.4615% (from 25%) and that of Defendant No.2 and the Plaintiff's wife purportedly stood enhanced to 11.5385% (fram 7.5%) contrary to the Partnership deed as modified last by the fourth deed of modification, where the Deceased's share was to devolve in accordance with her Will