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TMI Blog2014 (9) TMI 1262X X X X Extracts X X X X X X X X Extracts X X X X ..... nior Advocate, with Ms. S. Sabnis, Ms. I. Sen, & Mr. Abhishek Ray, i/b Gagrats. JUDGMENT: A. SUMMARY 1. What ought to have been an amicable family separation has most unfortunately degenerated into this bitter dispute in the law courts. The Plaintiffs claim that there is a binding agreement capable of specific performance. The Defendants say this is impossible: any separation must be 'surgical', every last, minute detail provided for and agreed on, and it is only then that any binding agreement capable of being specifically enforced can be said to arise. 2. There is a very considerable volume of material before me, and some of the arguments and submissions on this were intricately constructed. I heard learned Senior Counsel for the parties at great length. I have studied this material as best I was able and considered with care, and, I must add, a great deal of anxiety the repercussions of the submissions on either side. There were aspects of it I found egregious; enough to consider at one stage an award of punitive costs. On reflection, and on re-visiting the matter several times, I do not think this would be fair given the nature of the disputes. For this reason, while I ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... inding agreement capable of specific performance; secondly, that parties were only at the stage of negotiations; thirdly, that the arrangement is contrary to public policy being tax evasive; and fourth, that there was an offer made that was never accepted in respect of one section of the properties. Defendants Nos. 2 to 8 have also opposed it on the ground that they are not bound by the Family Arrangement not being specifically made parties to it, and, as far as Defendants Nos. 2 to 4 are concerned, that the arrangement imposes an unconscionable tax burden on them. I have considered all these submissions and the considerable material before me, and have been unable to find substance in the defence. I have granted the injunctions sought, with some modifications. B. FACTUAL 5. Vassudev M. Salgaocar, the father of the 1st Plaintiff and the 1st Defendant, was an industrial magnate of some renown. In his lifetime, he established a very substantial industrial and business empire, chiefly in mining in Goa, and shipping, travel, hospitality and real estate. By the time he died in 1984, he had amassed a considerable fortune. Most of his businesses were managed or controlled through the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said to control the various companies and entities in his own group. 8. The suit and the Notice of Motion are resisted by the Dattaraj Group and the VMSB group principally contending that except for Dattaraj himself (i.e., personally), none of the other persons or entities in his group were ever aware of this Family Arrangement. The charge here is led by Dipti. The second ground of attack is that the Family Arrangement is intrinsically tax evasive and hence against public policy. The final defence is that all else being assumed, the Family Arrangement has worked itself out and nothing remains to be done. I will consider each of these in some detail presently, but I must state straightaway that I have found no merit in any of these defences. They seem to me singularly odious, given the manner in which matters unfolded, and nothing but a brazen attempt by the Dattaraj Group to sequester to itself properties and assets that it could not otherwise have got but for the Family Arrangement. 9. In 1999, the Shivanand and Dattaraj Groups began considering a division and segregation of the Vassudev Salgaocar conglomerate of businesses, a distribution of the immovable properties in Vassud ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ach any special importance to it, but because the Plaintiffs do; how much, if at all, this has any bearing on what followed is a matter that I will turn to later, and to the extent I think necessary. This meeting of 2nd April 2009 was evidently not determinative in any way: several meetings followed, till mid- September 2009. During these discussions, it seems to have been agreed that Shivanand would now prepare a proposal for division of the family business, giving Dattaraj the first choice of two lots, and Dattaraj would focus on a division of the VMS Estate, giving Shivanand the first choice of two lots. 12. These meetings, discussions and negotiations finally resulted in a Memorandum of Understanding ("MoU") dated 4th October 2009. This is the first of the several documents that comprise the Family Arrangement that is the subject matter of this suit. It seems clear that Defendants Nos. 9 to 30 were very much part of this, for appropriate resolutions dated 29th September 2009 were passed by the boards or partners of these entities. Shivanand and Dattaraj were even appointed as Additional Directors to the boards of those companies on which they did not till then serve so that t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vided in two: first, the iron ore mining business ("the Mining Business"); and, second, the hospitality, hotels and real estate business, with all liquid assets ("the Hotel Business"). Two 'baskets' of assets were to be created by Shivanand and his team for his Group. Dattaraj was to be given the choice of selecting either. Provisions were made for payment, use of logo, licensing and assignment of trade marks, and so forth. The effective date for separation of the VMSB Group was 1st April 2009. Shivanand was to submit his proposal for the segregation of the Mining Business basket and the Hotel Business basket (everything else) by 20th October 2009, with a 15-day grace period. That proposal could contain provisions for payment of any valuation differential as well. It was to specify the method and manner of the segregation. Within 15 days of submission, Dattaraj was to submit any queries for clarification or further particulars, but without changing the structure of the proposal. These queries were to be answered in 15 days. All modifications proposed were to be discussed and finalized in a timely manner and, in any case, within 45 days of receiving Shivanand's proposal, Dattaraj wa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his required necessary applications to be made under the Companies Act to effectuate the demerger and division. 18. The two contesting groups met on 26th October 2009. Their respective advisors were in attendance. Shivanand submitted his proposal for division of the family businesses. There is on record his covering letter of 26th October 2009. This proposal divided in two lots the Mining Business and the Hotel Business. Sealed bids with net offers for the two Residential Properties were given to Choksi. Dattaraj submitted his proposal for the division of the VMS Estate, excluding Baina House. The two proposals were signed by Shivanand and Dattaraj respectively in two counterparts, each retaining one. 19. Shivanand and Dattaraj also both signed a letter appointing Choksi as an Escrow Agent under the MoU. He was to hold the documents and the amounts mentioned in the appointment letter. The documents were all initialled by both brothers and included instructions, a form of the proposed power of attorney, a proposed agreement for sale of Hira Vihar and a pro-forma bid for the two Residential Properties. Choksi accepted the appointment. 20. The procedure contemplated in the MoU b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Basket 'A' and Basket 'B'; (g) Shivanand's election letter dated 11th December 2009 to Dattaraj accepting Basket 'A' of the proposed VMS Estate division proposal. 25. Now this is the Plaintiffs' version of what happened between the time of the MoU and 11th December 2009. The 1st Defendant has a somewhat different story to tell, one that I will consider in some detail shortly. 26. To continue with the Plaintiffs' narrative: On 17th December 2009, the Shivanand Group sent a draft scheme of demerger under Sections 391-394 of the Companies Act, 1956 to the Dattaraj Group. This involved the 9th Defendant, the lead company, VM Salgaocar Brothers Pvt Ltd, which was to be the demerged company, and the 20th Defendant, V.M. Salgaocar Corporation Pvt. Ltd, to be the resultant company. The demerged undertaking, identified in the annexures to the draft, was to be moved from the 9th Defendant and merged into the 20th Defendant. The Mining Business would remain with the 9th Defendant. The Shivanand Group was to infuse Rs.385 crores into the Hotel Business, including the resultant company, Defendant No.20. Shivanand claims to have arranged for these funds, and says that although this came ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ecting the separation of the Hotel Business and the Mining Business. The 20th Defendant was to be "the HotelCo" under the revised proposal of 23rd November 2009. The Dattaraj Group was to subscribe to 50 lakh equity shares of Rs.10/- each in the 20th Defendant as the proposed resultant company on demerger. The 20th Defendant's share capital had already been increased to Rs.5 crores. The Dattaraj Group did not have the funds to make this equity subscription. The Shivanand Group, through one of its investment companies, Great Lake Finance & Leasing Pvt. Ltd., advanced this amount of Rs. 5 crores to one of the Dattaraj Group's investment companies, Nangaon Real Estate Pvt. Ltd, which then advanced this entire amount to the 20th Defendant toward the required equity subscription. Of necessity, the amount was an advance, since the demerger scheme was still to be finalised. On 1st June 2010, Dattaraj and Dipti lent Rs.2.5 crores each to Nangaon Real Estate Pvt. Ltd., which in turn repaid Great Lake Financing & Leasing Pvt. Ltd., thus closing the loop. Later, the 20th Defendant returned the advance to Nangaon Real Estate Pvt. Ltd, and that company in turn returned the amounts advanced to i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng and concluded Family Arrangement. All that remained was the matter of implementation in a tax efficient manner, and, in any case, the MoU itself contemplated both sides sharing any tax burden, one to which Shivanand reaffirmed his commitment. Dattaraj replied, maintaining his stand, and matters were therefore now at an impasse. 34. Clause 28 of the MoU contains a dispute resolution clause. It requires all disputes to be resolved by exclusive reference to N. V. Iyer, and, failing him, to Mr. Y. H. Malegam, former partner of M/s S. B. Billimoria & Co. Mr. Malegam is a professional financial, tax and accounting consultant of very high standing. On 1st June 2011, the Shivanand Group invoked arbitration. The Dattaraj Group replied on 9th July 2011. By consent, Mr. Malegam was appointed arbitrator. The Plaintiffs filed a Statement of Claim before him on 14th March 2012. Dattaraj filed a Written Statement on 14th May 2012. He did not, in this, dispute his description in the cause title of the claim as representing the Dattaraj Group, and, specifically, his wife Dipti and their two children or the entities in their control. Pleadings were completed with a Rejoinder and a Sur-Rejoinder ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... upposedly siding with Dipti and therefore, or at least by necessary implication, saying that their father, Dattaraj, did not enjoy their trust and confidence. 38. By all accounts, the arbitration proceedings appear to have been abandoned. This suit and the Notice of Motion were filed on 15th July 2013. Comprehensive affidavits were filed and the Notice of Motion was finally taken up for hearing. C. SUBMISSIONS AND FINDINGS I. Plaintiffs 39. I heard Mr. Chagla, Dr. Tulzapurkar, Mr. Bharucha and Mr. Viraag Tulzapurkar, learned Senior Counsel for the Plaintiffs, Defendant No. 1, Defendants Nos. 2 to 4 and Defendants Nos. 5 respectively to 8 at great length over several days. Dr. Tulzapurkar referred to a compilation of documents in addition to the several affidavits already on record. There was some controversy about some of the documents in this compilation; I have addressed this while considering the rival submissions. 40. Mr. Chagla's submissions, briefly, were that there is, as pleaded in the plaint, a binding and concluded agreement such as is capable of specific performance. It was solemnly assented to by Dattaraj acting for himself and for his entire Group. At no poin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... acted in furtherance of the Family Arrangement. She lent Rs.2.5 crores to Nangaon Real Estate Pvt Ltd for the mandated equity subscription in the hotel company (Defendant No.20). She is a lady of considerable means and an advanced education, employed with the VMSB since 1985 and the CEO of the hotel division, for which she draws a handsome monthly remuneration. She holds equity in the Dattaraj Group's investment companies (Defendants Nos. 5 to 8), and is a director on those companies. 45. Specifically, the Dattaraj Group has garnered to itself to valuable immovable properties following the MoU and the Family Arrangement. It is developing a property at Chicalim, Goa, one that is part of the VMS Estate, but comes to the Dattaraj Group only on account of the VMS Estate division proposed, the election made by Shivanand, and its acceptance by Dattaraj. All this development is without intimation to the Shivanand Group. Similarly, the Dattaraj Group has renovated a guest house that belongs to Defendant No.25 and converted its user from residential to commercial. Similarly, renovations are being undertaken to the Hira Vihar family seat by the Dattaraj Group unilaterally, on the basis tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y a fivejudge Bench of the Federal Court in Jainarain Ram Lundia v Surajmull Sagarmull & Ors. [AIR 1949 FC 211] The Perry v Suffields view is also commented on in Chitty on Contracts, and this commentary has been approved by our Supreme Court in paragraphs 50 and 51 of Bharat Sanchar Nigam Ltd v BPL Mobile Cellular Ltd & Ors. [(2008) 13 SCC 597] Once a contract is arrived at, it binds the parties. Any subsequent modification or alteration would have to be by express agreement or by necessary implication. 48. The question of whether or not the other Defendants are bound by the Family Arrangement is not, Mr. Chagla submits, res integra in view of the Supreme Court's decision in Chloro Controls India Pvt Ltd v Severn Trent Water Purification Inc. & Ors. [(2013) 1 SCC 641] Even a non-signatory can be subjected to arbitration without his or its consent, in exceptional circumstances. Though that was a case under Section 45 of the Arbitration & Conciliation Act, 1996, the facts of the present case leave no manner of doubt, Mr. Chagla submits, that Dattaraj was authorised to and did in fact represent his entire Group. Their consent was implicit, and it is further made explicit by their o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . 44. In Lala Khunni Lal v. Kunwar Gobind Krishna Narain [(1911) 38 IA 87 : ILR (1911) 33 All 356 (PC)] the Privy Council examined that it is the duty of the courts to uphold and give full effect to a family arrangement. 45. In Sahu Madho Das v. Pandit Mukand Ram [(1955) 2 SCR 22 : AIR 1955 SC 481] (Vivian Bose, Jagannadhadas and B.P. Sinha, JJ.) placing reliance on Clifton v. Cockburn [(1834) 3 My & K 76 : (1824-34) All ER Rep 181 : 40 ER 30] and Williams v. Williams [(1867) LR 2 Ch App 294] this Court held that a family arrangement can, as a matter of law, be implied from a long course of dealings between the parties. It was held that: (SCR p. 43) "[S]o strongly do the courts lean in favour of family arrangements that bring about harmony in a family and do justice to its various members and avoid, in anticipation, future disputes which might ruin them all, that we have no hesitation in taking the next step (fraud apart) and upholding an arrangement...." 46. The real question in this case as framed by the Court was whether the appellant-plaintiff assented to the family arrangement. The Court examined that "the family arrangement was one composite whole in which the se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rangements are governed by a special equity peculiar to themselves and would be enforced if honestly made. ... The object of the arrangement is to protect the family from long drawn litigation or perpetual strives which mar the unity and solidarity of the family and create hatred and bad blood between the various members of the family. Today when we are striving to build up an egalitarian society and are trying for a complete reconstruction of the society, to maintain and uphold the unity and homogeneity of the family which ultimately results in the unification of the society and, therefore, of the entire country, is the prime need of the hour. ... The courts have, therefore, leaned in favour of upholding a family arrangement instead of disturbing the same on technical or trivial grounds. Where the courts find that the family arrangement suffers from a legal lacuna or a formal defect the rule of estoppel is pressed into service and is applied to shut out plea of the person who being a party to family arrangement seeks to unsettle a settled dispute and claims to revoke the family arrangement.... The law in England on this point is almost the same." (emphasis supplied) Halsbury' ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... his stand that there is no such concluded, binding agreement, and never was. What was intended, Dr. Tulzapurkar says, was a 'total' segregation, with nothing to be left to be decided. This was of the essence. Correctly read, the MoU does not achieve this; and, especially when one reads it with the various proposals and counter-proposals, it is apparent that there was no concluded contract. 53. Dattaraj did sign the MoU. He did make an election. But this is insufficient, according to Dr. Tulzapurkar. It is yet inchoate. There are additional counter-proposals that the Plaintiffs have not disclosed. As I noted earlier, the 1st Defendant has a different version of the facts before the meeting of 11th December 2009 where the elections that I have mentioned earlier were made. 54. At this stage, Dr. Tulzapurkar invited attention to a fourvolume compilation of documents, one that was said to have been put together for convenience. There was later an astonishing controversy about whether this compilation ought to have been presented in the manner that it was, and whether it was at all permissible for the Defendants to introduce through this compilation-of-convenience documents on recor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , Dr. Tulzapurkar says, was never agreed since the segregation contemplated was much more than a mere basketselection selection or election; that was only the first step, and it resulted in no concluded contract. How that 'surgical separation' was to be done was also to be agreed. If, according to the Plaintiffs, there was a concluded contract with Proposal 3, then there was no occasion for Proposal 4 and Proposal 5. All the modalities too needed to be decided, and a scheme of amalgamation had to be agreed on. Proposal 4 and Proposal 5 do not reflect minor changes. They have wide financial impacts. Indeed, these two proposals are a continuation of a modification to Proposal 3 itself, one that was sent on by Shivanand to Dattaraj on 25th November 2009. Proposal 5 contains items not to be found in Proposal 3: a company is migrated from one basket to the other, for instance. In itself Proposal 3 was not complete. It required values to be agreed mutually before the date of election, which was never done. 57. Now as regards the VMS Estate, Dr. Tulzapurkar claims that there was a fresh proposal from Dattaraj sent to Shivanand on 8th December 2009 captioned "PROPOSAL IN RESPECT OF VMS E ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e second proposal was either never sent or, assuming it was, that it was Dattaraj who gave it up by not demanding its acceptance. If a proposal has 'lapsed', it is the second, not the first. Dattaraj cannot possibly have it both ways: to present the first proposal, allow it to be accepted, have parties proceed on that basis and then turn around and say that "indeed, that was not the last proposal I sent you; what I sent you was something else entirely; and it is your fault if you accepted the wrong proposal." 60. Given the vigour with which this is canvassed, one might expect Dattaraj to have come out firing on all cylinders in his Affidavit in Reply; to say, in no uncertain terms, that this second proposal held the field, and that the first proposal could not have been accepted; and, more importantly, to say that Dattaraj himself had, in contemporaneous correspondence, said as much. What we have instead is a deafening silence, one that is, for that very reason, eloquent beyond any words. There is not a single reference to this second proposal in the Affidavit in Reply. There is not a single email, letter or note about it anywhere. At no point does Dattaraj say that his first pro ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eral Court decision in Surajmull Sagarmull and says in terms that merely because a new and collateral term is annexed to an absolute acceptance does not render the contract inchoate. The submission that the acceptance did not relate to the terms of the offer is, as I have noted, without substance. I am also unable to agree with the submission that the decision of a learned single Judge of the Gujarat High Court in GSRTC v B. Arunchandra & Co. [AIR 2001 Guj 343] can be said to have laid down any principle of universal application, or one that can be imported to the case at hand. Paragraphs 49, 50 and 52 of that decision clearly show that it was decided narrowly on the facts of that case. 63. Dr. Tulzapurkar then relies on the decision of the Supreme Court in Mayawanti v Kaushalya Devi. [(1990) 3 SCC 1] The submission is that there must be a valid and binding contract in respect of which between the parties there is a consensus ad idem. Stipulations and terms must not be uncertain, for where they are, there is no such consensus and no such contract. The acceptance must be absolute. What is to be seen, however, is whether these principles apply to the case at hand, the suggestion be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cluded. Again, if it appears that the agreement was only a conditional one, the acceptance being subject to certain conditions specified at the time or to be specified, and it is found that those conditions have not been fulfilled, no concluded contract can be said to have come into existence. On the other hand, if it appears that there was a mutual assent which, as to its nature, was unqualified and, as to its extent, covered all the terms under negotiation which included all material terms, then it must be held that there was a concluded contract and in such a case subsequent negotiations will not detract from its binding character. If, however, the subsequent negotiations show that the original negotiations did not cover certain material terms or that although such terms were mentioned, no agreement as to them was reached, then again it must be held that there was no complete and concluded contract. In all cases where one party seeks to hold another to a contract which the party charged says is not a binding or concluded contract, the enquiry must be as to whether a final agreement was reached or the parties were still in negotiation. So long as the parties are in negotiation, e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tinct rule has evolved that a person negotiating with another person for entry into a contract is bound by the reasonable construction of his statements and acts; and any inconsistent intention on his part must be ignored unless it is proper to treat the other party as having known of that intention. ... In the second place, the ordinary doctrines of estoppel apply where although no contract has come into existence the conduct of a party has been such that he is estopped from denying the existence of a valid and enforceable contract. Indefiniteness or uncertainty in the terms of an agreement is relevant in more than one way. In the first place, it has been noted that there are instances where although an agreement is not so uncertain that, on grounds that will next be discussed, it must be held to be invalid in law, the difficulties encountered in understanding what must be done by the parties or in determining whether there will have been sufficient performance of its terms are such as to induce a court of equity to refuse specific enforcement, in view both of the possible burden that might otherwise be caused to the court and of the hardship that might otherwise be caused to t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rue that the three alternatives (Proposal 3, Proposal 4 and Proposal 5) presented all have variations. But Proposal 3 was the one Dattaraj accepted on 11th December 2009. The other two may be little more than attempts at accommodating his concerns. It is not possible, I think, to say that merely because the other two exists, the first does not, and neither therefore does the Family Arrangement. The other two may have been proposed to ameliorate some difficulties or allay some concerns. In principle, they are all one: they each propose and advance the cause of separation of the Hotel Business from the Mining Business. Mr. Chagla's submission that no law requires every nuance and all minutiae to be 'agreed' before there can be said to be a concluded contract. Such detailing is often the stuff that engages lawyers. It does not preclude or occlude a binding contract between the parties. There is no difficulty in understanding what was to be done and by whom. There remained the question of how best this was done, given that there were and are a variety of methods of realizing the same objective. In dealing with these situations, I believe the powerful words of the Supreme Court in Singh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t. To apply for such a sanction was an obligation. It could not be argued that no such sanction could be sought because one of the alternative methods might result in a lower incidence of tax. Tax planning is not the same as tax avoidance. Tax planning may be legitimate provided it is within the framework of law. Colourable devices cannot be part of tax planning. A tax payer is enabled to arrange his affairs so as to reduce the liability of tax [Khoday Distilleries Ltd. v Commissioner of Income Tax & Anr., (2009) 1 SCC 256; Vodafone International Holdings B.V. v Union of India & Anr., (2012) 6 SCC 613]. Now apart from saying that it is 'against public policy' and amounts to 'tax evasion', Dattaraj says nothing. We are not told why or how this is so. Some interpretations in tax law are presented in the Affidavit in Reply but these seem to me to be at best arguments that might be taken by the revenue, and perhaps not at all depending on how the demerger was structured and presented. To say as he does that the steps involved were only with an intent to 'evade tax liability' that would otherwise have arisen is as far from reality as it is possible to get. There is no evidence of any su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... matter of the inconsistency in Dattaraj's conduct: in making the election, in acting in furtherance of the MoU in different ways and then, without any offer of restitution, merely alleging that the demerger was contrary to public policy. The conduct of the parties is often a guide to an understanding of how parties viewed the bargain they made, and this case is no exception. 70. I am unable to comprehend what it is that Dattaraj means when he says the demerger is 'contrary to public policy' and 'tax evasive'. Paragraphs 15 and 16 of his Affidavit in Reply contain what is little more than a rectitudinarian disquisition on taxation and corporate law. This is entirely untied to any binding decision of any court or, indeed, any source at all. It seems to be altogether too convenient that Dattaraj should have had this epiphany this late in the day, discovering within himself such a vein of fiscal and corporate piety. It is also impossible to divorce this attempt at scuttling the Family Arrangement from the subsequent effort to the same end made through his wife. At no point does Dattaraj reconcile the patent contradictions in his own conduct. 71. It is not possible to conclude from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in hibernation. Dipti filed an Affidavit in Reply dated 15th October 2013. In this, she claims to be supportive of Dattaraj, but unconcerned with all material affairs, though connected with the hotel division (she describes herself as an employee). In paragraph 8 of this Affidavit, she claims to be alarmed that she and her children will suffer a loss of 'inheritance' of Rs.300 crores, 'which is the potential tax liability'. Interestingly, she does not say that the scheme is tax evasive. She also does not address the issue that, on the segregation, her family would gain sole title to properties well in excess of this amount of Rs.300 crores, or the fact that this tax liability was agreed to be shared equally. She also does not explain why she paid out Rs.2.5 crores toward the equity subscription in the 20th Defendant. From this, there is only one conclusion to be drawn, unpleasant though it is: that it is Dattaraj who has put up Defendants Nos. 2 to 8. I must note that in paragraphs 36, 60 and 61 the Plaintiffs have set out in copious detail the manner in which Dattaraj and Dipti have acted in furtherance of the MoU. There is no traverse of this in Dipti's Affidavit in Reply. IV. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e plot. This he could not have done except in furtherance of the Family Arrangement. In his Affidavit in Reply, Dattaraj admits this work but say it is for self occupation and not commercial, and that he is doing it entirely at his risk and cost. As far as I can make out, this defence is on the basis that Dattaraj has some sort of coownership rights in respect of this property. But if that is so, it lands him in yet another logical quagmire: if Dattaraj does not accept that there was a binding and concluded Family Arrangement, then the whole of this property (and indeed, the whole of the family business, the VMS Estate and so forth) are all still in co-ownership and Dattaraj has no right to deal with any of it to the exclusion of Shivanand; yet he admits this is what he is doing. 75. Defendant No.25, Rockmetal Engineers Pvt. Ltd., is a VMSB Group entity. It owns a property in Panjim. This is a business guest house and has ever been used as such. Defendant No.25 is part of the non-Mining Basket, i.e., the Hotel Business, and will go to the Dattaraj Group. After the Family Arrangement, Dattaraj seems to have altered the user of this guest house. Structural alterations have been mad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e of the said Agreement and is willing to implement the said Agreement as a whole". For convenience, the reliefs as granted are set out below. (a) That pending the hearing and final disposal of the present suit, the Defendant Group be restrained by an order of temporary injunction of this Hon'ble Court from in any manner dealing with the shares held by the Defendants Nos. 1 to 8 in Defendants Nos. 9 to 31 and the shares held by Defendants Nos. 1 to 4 in Defendants Nos. 5 to 8; (b) That pending the hearing and final disposal of the present suit, the Defendant Group be restrained by an order of temporary injunction of this Hon'ble Court from in any manner, directly or indirectly, selling, alienating, transferring, encumbering, altering the status, disposing and/or creating third party rights in respect of their right, title and interest in the companies, businesses, properties and other entities which form the subject matter of the Agreement arrived between the parties including but not limited to (i) the undivided interest of Defendant Nos. 1 to 4 in the family properties and the VMS Estate and (ii) the properties/assets owned by the Defendants Nos. 1 to 8 which are to come to ..... 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