Delhi High Court Orders Interim Restraint On Transfer Of Late Oberoi Group Chairman's Company Shares In Daughter's Suit Against Family Members

In an interim order passed last week, the Delhi High Court has restrained the transfer of Oberoi group's former chairman late PRS Oberoi's shares in EIH Limited–which runs the Oberoi and Trident hotel chain–and its two holding companies, except one specific class of shares, after Oberoi's daughter moved a lawsuit seeking an injunction on the said transfer. A single-judge bench of Justice Navin Chawla passed the interim order on September 12 while hearing the late hotelier's daughter–Anastasia Mirjana Jojic Oberoi's application for interim relief filed in the main lawsuit. Anastasia, her mother and another person–plaintiffs in the suit– have sought to propound an October 25, 2021 "Will" (along with Codicil of August 27, 2022) of the late hotelier who passed away in November last year. For context, a codicil allows an individual to modify/make changes to their will. The plaintiffs have claimed that as per the terms of this Will, "half of the shares held by" PRS Oberoi in defendant no. 7–Oberoi Hotels Pvt Ltd and defendant no. 8–Oberoi Properties Pvt. Ltd., were to devolve on defendant no.3–Natasha Devi Oberoi (the later hotelier's other daughter and an executor of the will) and on 'AO Trust' of which Anastasia Oberoi is a "trustee and the sole beneficiary". The plaintiffs further claimed that "instead of exploring the option of transfer of the shares" held by the late hotelier in the two holding companies to Anastasia, the executors–defendant 1 Rajaraman Shankar, defendant 2 Daniel Lee Faruggia and defendant 3–Natasha Devi Oberoi, at the "behest" of defendant nos. 5 and 6–PRS Oberoi's son Vikramjit Singh Oberoi and nephew Arjun Singh Oberoi respectively–are "exploring the option" of selling these shares to the latter, at a price which would be determined by them. This, the plaintiffs argued would defeat the rights of Anastasia, the AO Trust, and another trust–the Ashiana Trust, who were named to be the "ultimate beneficiaries" under the 2021 Will. Anastasia had also claimed that half of the shares were "bequeathed" by her father in her favour indirectly through the trust. The plaintiffs prayed that "status quo" with respect to PRS Oberoi's shares in the two companies be maintained while the defendants file their responses.Defendants restrained from transferring PRS Oberoi's shares in two companies, except one specific class of sharesAfter hearing the contentions of the parties, the high court said, "Having considered the above submissions, in my view, the interest of justice and the interest of plaintiffs can be protected by restraining the defendant nos.1 to 3, and defendant nos.4(EIH Limited), 7 and 8 from transferring or transmitting any shares in defendant no.4, defendant no. 7, and/or defendant no. 8 held by the Testator, except one Class-A share in defendant nos. 7 and 8 each to the defendant no.1". After this 'one Class A share' is transferred, Shankar shall exercise his voting right only for the purposes of ensuring statutory compliances and filing of statutory reports, the high court said. It further clarified that with respect to other agenda items, Shankar shall not be deemed to be present in such general meetings while exercising his rights as a Class-A shareholder. This was ordered after the companies submitted that there are certain statutory compliances–that require completion–and the same cannot be done in the absence of a shareholder holding Class-A shares in the two companies. It was suggested that the one class A Share in the two companies be transferred to Shankar will exercise the right only to attend meetings and ensure statutory compliance. Observing that the subject matter of the suit "needed protection", the high court further restrained Shankar, Faruggia, Natasha, Vikramjit and Arjun from interfering with Anastasia and her mother's possession and enjoyment of the "land and building" located in Bijwasan village in Kapashera i.e., Villa Aashiana. It further restrained these defendants from creating any third-party rights in the immovable properties owned by the late hotelier including Villa Aashiana. Sufficient material demonstrating prima facie reliability of 2021 WillThe court passed the order after noting that there was "sufficient material placed on record by the plaintiffs to demonstrate the prima facie reliability of the Will and the Codicil" of PRS Oberoi "propounded" by them.The high court further observed that the issues raised by the parties can be determined after responses are filed by the defendants to the lawsuit as well as the interim relief application. It further said that the plaintiffs had made out a prima facie case, the balance of convenience was in their favour and they would grave irreparable harm in case the shares in question were alienated during the pendency of the Suit and before the defendants file their response. Meanwhile, the order notes, that Vikramjit and Arjun have contested the genuineness of the Will/Codicil propounded by the plaintiffs. The duo...

Delhi High Court Orders Interim Restraint On Transfer Of Late Oberoi Group Chairman's Company Shares In Daughter's Suit Against Family Members

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