M44) ?/90 /6

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN ITS COMIVIERCIAL DIVISION

 

 

 

 

 

 

 

 

 

COMMERCIAL ARBITRATION PETITION NO. OF 2016
Cyril Amarchand Mangaldas Anr. Petitioners
Versus
Dorothy Thomas Respondent
INDEX
Sr. No. Particulars Page Nos.
1. Proforma A-C
2. Synopsis 
3. Arbitration Petition 1-48
4. Vakalatnama 49-50
5. Memorandum of Address 51
6. List of Documents 52-53
7. Exhibit 54-113
Copy of the Partnership Agreement dated 21st
April, 2015
8. Exhibit 114-126

Copy of the Retainership Agreement dated
115tMay, 2015 executed between Respondent o. 1
and Petitioner No. 1 Firm.

 

9. Exhibit 127
C0py of the email dated September, 2016 from
the Respondents to the Managing Partner of the
Petitioners.

 

 

10. Exhibit 128-145
C0py of Retainership Agreement executed
between Petitioner and Mr. Aniruddha Ghosh

 

 

 

 

 

 

 

11.

Exhibit 
Copy of the email dated 5th October, 2016 from the
Managing Partner of the Petitioners to the
Respondent.

146

 

12

Exhibit 
Copy of the email dated 5th October, 2016 from the
the Respondent to the Managing Partner of the
Petitioners.

147-148

 

13.

Exhibit 
Copy of the email dated 5th October, 2016 from the
the Respondent to the Managing Partner of the
Petitioners.

149?151

 

'14.

Exhibit 
Copy of the notice dated 5th October, 2016 from
the Advocates of the Petitioner to inter alia the
Respondent

152-161

 

15.

Exhibit 
Copy of the email dated 5th October, 2016 from the
the Respondent to the Managing Partner of the
Petitioners together with the enclosures thereto.

162?169

 

16.

Exhibit 
Copy of the reply dated 6?1 October, 2016 from the
Advocates of the Respondent to the Advocates of
the Petitioners.

170-178

 

17.

Exhibit 
Copy of the email dated 6th October, 2016 from the
Managing Partner of the Petitioners to the

Respondent.

179?182

 

18.

Exhibit 
Copy of the email dated 7th October, 2016 from the
the Re5pondent to the Managing Partner of the
Petitioners.

183-187

 

19.

Exhibit 
Copy of the email dated 8th October, 2016 from the
Advocates of the Petitioner to the Advocates for
the Respondent

188-194?

 

 

2t].

 

Exhibit 
Copy of the email dated 10?11 October, 2016 on
behalf of the Petitioners to the Respondent
together with the enclosures thereto.

 

195-223

 

 

 



 

21.

Exhibit 
Copy of the undertaking dated 10th October, 2016
provided by the Respondent.

224

 

Exhibit 
Copy of the email dated 10th October, 2016 on
behalf of the Petitioners to the Respondent.

225

 

Exhibit 
Copy of the email dated 10th October, 2016 on
behalf of the Petitioners to the Respondent
together with the enclosures thereto.

226-229

 

24.

Exhibit 
Transcript of the Whatsapp Chat of groups named
"Dorothy Team" and Joinees.?

230?244

 

25.

Affidavit of Mr. Cyril Shroff dated 11th October,
2016 in support of the Arbitration Petition

245-246

 

 

26.

 

Statement of Truth of Mr. Cyril Shroff dated 11?1
October, 2016

 

247?248

 

 

 

\3




'1

9
IN THE HIGH COURT OF JUDICATURE AT 
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Office Notes. Of?ce Memorandum of Comm Court's or 
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IN THE HIGH COURT OF JUDICATURB AT BOMBAY
ORDINARY ORIGINAL CIVIL ION
IN COMMERCIAL DIVISION

COMMERCIAL ARBITRATION PETITION NO. OF 2016
Cyril Amarchand Mangaldas Anr. . Petitioners
Versus
Dorothy Thomas Respondent
SYNOPSIS

1. The Petitioners Nos. 1 and 2 are partnership firms governed by the
provisions of the Indian Partnership Act, 1932 and carry on the
profession of solicitors, advocates, and legal advisers, inter alia, in
Bangalore, Hyderabad and Chennai. Respondent was admitted as
a Partner in the Petitioner No. 1 Firm vide Amended and Restated
Partnership Agreement dated 21 April, 2015 and is re5ponsible for
the day to day affairs of Chennai office of the Petitioner Firm.
Respondent also executed a Retainership Agreement dated 11 May,
2015 with the Petitioner No. 1 Firm, where under the Respondent
for consideration agreed to an exclusive retainer wit the Petitioner

.NO. Fim. .

2. On and from 4'11 October 2016, to the shock and surprise of the
Petitioner firms the Respondent herein together with 11 retainers
("Other Associates") and all staff members (?Staff Members?)
reporting to the Respondent, who had tendered their immediate
resignation on the evening of 3rd October, 2016, unauthorisedly
remained absent from the Chennai Office, in ?agrant breach of the
terms and conditions contained in the Partnership/ Retainership/
Employment Agreement executed with Petitioner No.1 Petitioner

No.2 firm. On investigation, the Petitioners acquired information

L3

that the Respondent had in collusion with the Other Associates and
Staff Members, as part of a carefully premeditated and wider
diabolical plan hatched with a rival firm decided to abruptly leave

the services of the Petitioners and join the practice of a rival firm

The Petitioners subsequently learnt that in the weeks leading up to
her sudden departure, in collusion with a rival firm, the
Respondent had exploited her position in the Petitioner No.2 Firm
and Retainer of Petitioner No.1 Firm, to inter alia, entice/ induce the
Other Associates and Staff Members to abruptly leave the firms
without serving their notice periods under the retainership
agreements executed between themselves and the Petitioner No. 1
Firm, caused to unauthorisedly extract/ download all the
confidential information belonging to the Petitioner Firms
including active matters, which information continues to be in her
control/ possession and has in all likelihood been handed over to a
rival firm, and finally used such confidential information of the
Petitioner Firms to solicit the clients of the Petitioner Firms. The
Petitioner Firms, with a view to ensure that the clients interests are
not compromised during this transition, repeatedly called upon,
the Respondent from 4?h October, 2016 onwards to attend office,
discharge her contractual obligations and return all confidential
information to the Petitioner Firms. However, despite maintaining
a facade of compliance, the Respondent, acting by herself and
together with others continues to retain control over most of the
confidential information belonging to the Petitioner Firms, and is
using such information to actively solicit clients for the Petitioner's
competitor firm; and is refusing to complete the transition process

with the representative of the Petitioner Firms in good faith.

In the aforesaid circumstances the Petitioner has filed the aforesaid
Petition seeking to, inter alia, restraining the Respondent from

acting, directly or indirectly, in any manner, in breach of the



confidentiality, non-compete and non-solicitation clauses under the

Partnership Agreement and the Retainership Agreement.

DATES AND EVENTS

 

21 March, 2015

Respondent executed the Amended and Restated
Partnership Agreement dated 21April, 2015 in relation
to Petitioner No. 2 Firm

 

21 March, 2015

Reapondent executed the Retainership Agreement

dated 11 May, 2015 with the Petitioner No. 1 Firm

 

3lrd October, 2016

The Petitioners received the resignation letters from
the associates reporting to the Respondent at the
Chennai office, intimating their resignation with

immediate effect.

 

4'11 October, 2016

Respondent was found to be on unauthorised leave,
with no prior intimation given to the management of
the Petitioner. Other Associates and Staff members
also not present at the Chennai office. Partners of the
Petitioner Firm, upon reaching the Chennai office
shocked to find that the Respondent along with other
Associates and Staff members had dishonestly
removed the files and confidential information

belonging the Petitioner Firms from its Chennai Office.

 

5'h October, 2016

On finding out about the aforesaid act, the Managing
Partner of the Petitioner Firm vide his email, inter alia,
called upon the Respondent to attend office, discharge
all contractual obligations and return all confidential

information belonging to the Petitioner Firms .

 

5lh October, 2016

The Petitioner Firm through its Advocates also issued
notice to Respondent inter alia calling upon her to
return all confidential information of the Petitioner

which were in her possession.

 

 

5lh October, 2016

 

Respondent vide her emails responded to the email

from the Managing Partner. Vida the said emails

 

 

4"

 

Respondent, denied having taken any confidential
information from the Chennai Office belonging to the
Petitioners and also placed on record her resignation

from the Petitioner Firms.

 

6?3?l October, 2016 Respondent through her Advocates replied to the
notice issued by the Advocates of the Respondent.

 

6th October, 2016 The Managing Partner of the Petitioner Firm aide email
replied to the Respondents email dated October,
2016, denying all the allegations and informing the
Respondent, that her actions/ omissions, in
surreptitiously and illegally removing confidential
information from the firms premises, which she had
been entrusted with as a custodian, would invite
serious legal consequences. .The Managing Partner
vide the said email also stated that this
action/ omission on the part of the Respondent was a
part of wider and diabolical conspiracy with a rival
firm and that the Firm had in its possession adequate
evidence to substantiate the same. The Managing
Partner accordingly called upon the Respondent to sit
down with the representative of the Petitioners and
agree to a proper transition of all matters and hand

over all property and data of the Petitioners

 

7lh October, 2016 The Respondent vide her email dated 7Ih October, 2016
showed her willingness to provide all assistance to the
Petitioner firms for ensuring smooth transition of all

matters.

 

8'11 October, 2016 The Respondent despite having originally denied
having any records or information returned around 9
(nine) boxes containing documents missing from the

Chennai Office to the Petitioner.

 

 

8th October, 2016 The Advocates for the Petitioner vide their email to the

Advocates for the Respondent provided a preliminary

 

 

 

4%

 

list of transition tasks to be performed by the

Respondent.

 

8th - 10:11 October, Respondent attended the Chennai office of the

2016 Petitioner. However Respondent failed to satisfactorily
return all confidential documents and complete the
transition process. The Petitioner vide email to the
Respondent recorded the proceedings at the meeting

and failure of the transition process.

 

 

11th October, The Petitioner is constrained to file the present petition
2016

 

 

 

91W

Advocate the Petitioners

IN THE HIGH COURT OF IUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN COMMERCIAL DIVISION
COMMERCIAL ARBITRATION PETITION 2016

In the matter of Arbitration and
Conciliation Act, 1996;

And

In the matter of Section 9 of the Arbitration

 

and Conciliation Act, 1996 the Act?);
And

In the matter of clause 10(x) of the
Retainership Agreement dated May 11,
2015 entered into between Dorothy

Thomas and Cyril Amarchand Mangaldas.
And

In the matter of clause 26.10 of the
Amended and Restated Partnership
agreement dated April 21, 2015 entered
into between the partners of Cyril
Amarchand Mangaldas South.

1. Cyril Amarchand Mangaldas, a
partnership firm, governed by the
provisions of the Indian Partnership Act,

1932, and having its office at Peninsula

Park Ganpatrao Kadam Marg, Lower
Parel, Mumbai 400 013 through its

1


1
Chambers, Floor, Peninsula Corporate I

I
Managing Partner, Mr. Cyril Suresh Shroff 



2. Cyril Amarchand Mangaldas South, a
partnership firm, governed by the
provisions of the Indian Partnership Act,
1932, and having its office at Apartment
No (1) and (2), Third Floor, Lentin
Chambers, Dalal Street, Fort, Mumbai 
400 023, through Mr. Cyril Suresh Shroff

?whi-I-w-H?



 

Versus

Dorothy Thomas, an Indian inhabitant, residing 
at Villa 23, Tangirala Ananta Thoraipakkam, 

Chennai .

TO

THE CHIEF JUSTICE

AND THE OTHER PUISNE

JUDGES OF THIS COURT
THE HUMBLE PETITION OF
THE PETITIONERS
ABOVENAMED

MOST RESPECTFULLY 

1. The Petitioner Nos.1 and 2 are partnership firms governed by the
provisiOns Of the Indian Partnership Act, 1932, and have their
respective offices at Peninsula Chambers, Floor, Peninsula
Corporate Park, Ganpatrao Kadam Marg, Lower Pare], Mumbai 400
013 and Apartment No 111 (1) and (2), Third Floor, Lentin Chambers,
Dalal Street, Fort, Mumbai - 400 023, respectively. The Petitioners
carry on the profession of solicitors, advocates, and legal advisers in
New belhi, Bangalore, Hyderabad Chennai, Mumbai and
Ahmedabad, as part of a unified framework of related partnerships

 

3

(hereinafter collectively referred to as CAM is one of India?s
leading legal services provider and has a national coverage with
offices in key business centers at Mumbai, New Delhi, Bangalore,
Hyderabad, Ahmedabad and Chennai. CAM represents and advises a
large and varied client base that includes both domestic and foreign
commercial enterprises, financial institutions, private equity funds,
venture capital funds, start ups and govermnental and regulatory

bodies.

The Respondent, Dorothy Thomas, is a Partner with the Petitioner
No.2 Firm and retainer with the Petitioner No.1 Firm. The Respondent
is entrusted with the responsibility for the day to day affairs of the
Chennai Office of the Petitioner Firms situated at 2"d Floor, ASV
Chamiers Square, 87/48, Charniers Road, R. A. Puram, Chennai - 600
028 (hereinafter referred to as the ?Chennai Office?). The Re5pondent
had been associated with M/s. Amarchand Mangaldas 8r. Suresh A.
Shroff Co., (hereinafter referred to as since 2012.
Pursuant to the dissolution of the said firm and the formation of the
Petitioner No.1 and 2 Firms on 11th May, 2015, she had been admitted
as a partner in the Petitioner No.2 Firm and as a retainer in the
Petitioner No.1 Firm. The Respondent is the only Partner at the
Chennai office and is heading the Chennai Office of the Petitioner
Firms. All the advocates and the staff members working at the
Chennai office of the Petitioner Firms are reporting to the Respondent
and she has been entrusted with the overall responsibility for the

operations of the Chennai Office.

The Petitioner No.2 Firm was established vide the partnership
agreement dated 24 February, 2015 by the then existing partners viz.
Mr. Cyril Shroff and Mrs. Vandana Shroff. Being desirous of
amending and restating the said partnership agreement inter nlia to
admit new partners, including the Respondent herein, an amended
and restated partnership agreement was executed on 21 March, 2015
(hereinafter referred to as the ?Partnership Agreement?) to which the
Respondent herein was also a signatory. The same was subsequently

dated on 21 April 2015 (akshaytritiya) and upon the dissolution of

Amarchand Mangaldas 8: Suresh A Shrotf 61: Co. was brought into
effect on 11 May 2015, which was the Commencement Date. Hereto

annexed and marked as Exhibit A-1 is copy of the Partnership

40

Agreement.

Some of the relevant clauses of the Partnership Agreement are

reproduced hereunder:

10.1.2

10.1.8

Specific Obligations

10.1 Each Salaried Partner must:

except to the extent that the Representative Partners otherwise
agree, wholly and exclusively employ himself or herself in the
practice and business of the Partnership and the Firm, devote the
whole of his or her time and attention thereto and use all reasonable
care and skill and endeavours in carrying out functions on behalf of
the Partnership and the Firm and in promoting the Partnership and
the Firm;

not solicit, canvass, induce, encourage or facilitate another Partner
or Related Firm Partner or solicitor or advocate or other quali?ed
lawyer to leave the Partnership or the Firm in a manner which may
be co-ordinated with or otherwise linked with that Partner or where
those persons may intend to work together in competition with the
Partnership or the Firm;

11. No Salaried Partner may without the prior consent of the

Representative Partners (which may be given prospectively or
generally in any case or class of cases):

Prohibition on Partners

11.1.15

disclose any Con?dential Information unless required to do so by a
court, Regulatory Authority or Revenue Authority of competent

jurisdiction and shall in any such case:

(A)

(B)



inform the Representative Partners of any disclosure so
required; and

co-operate with the Representative Partners and take such steps as
the Representative Partners may reasonably require in order to
enable it to mitigate the e?iects of or avoid the requirement for any
such disclosure; or

Confidential Information

The prohibition on disclosure of Con?dential In?armation includes,
without limitation, any question, dispute, di?ierence or matter



8.,

 



regarding the Partnership or the Partners or the Former Partners or
any of them which is subject to the provisions of clause 26 except
that any Partner or Former Partner who is a party to such question,
dispute, di?erence or matter may consult with professional advisers
advising the Partner in connection therewith provided that the
professional adviser is made aware of the obligation of con?dence.

13.6 Interpretation in this Clause 13

?Client? means a person who at any time during the Prior Period
was a client of any of the Relevant Entities, was in negotiations
with any of the Relevant Entities with a view to becoming a client,
or was in the habit of dealing with any of the Relevant Entities and,
in any such case, with whom the Outgoing Salaried Partner had
material dealings in the course of the performance of duties for any
of the Relevant Entities;

?directly or indirectly? includes references to acting alone or
jointly with, or as agent, consultant, partner, director, Partner or
employee of or otherwise on behalf of any other person or through
or by means of any other person;

?Linked Partner? as regards an Outgoing Salaried Partner,
means another Partner, Related I-?irrn Partner or Outgoing Salaried
Partner or Former Partner or Former Related Firm Partner whose
Exit Date falls within 366 days before or after the Exit Date of such
Outgoing Salaried Partner, and, in the opinion of the
Representative Partners, whose departure from any of the Relevant
Entities has been co-ordinated with or otherwise linked with that of
the Outgoing Salaried Partner, or, in the opinion of the
Representative Partners, where the Outgoing Salaried Partner and
the Linked Partner may intend to work together in competition with
any of the Relevant Entities;

?Restricted Area? means India and to the extent the Firm has
opened an of?ce in a jurisdiction outside of India and the Outgoing
Partner has been based in such o?'ice in any capacity (partner or
equivalent, salaried partner, fee-earner or employee) for a material
part of the Prior Period, that jurisdiction, in each case as such
Restricted Area may be amended from time to time as set out in a
document retained by the head of human resources, and available
for inspection, for this purpose (or noti?ed to the Partners in such
other way as the Representative Partners may determine from time
to time). The Restricted Area for the purposes of clause 13.13 shall,
in respect of the Outgoing Partner, be the Restricted Area of which
the Outgoing Partner was so informed on the earlier of the date of:

any notice given to or by him or her pursuant to clause 12, and
(ii) his or her Exit Date;

Rendering Services? means, in relation to any Outgoing Salaried
Partner, rendering services or holding out as rendering services as a
partner, employee, consultant or agent of an organisation
providing, inter alia, legal or other services to clients (being
persons other than the organisation concerned) of the same kind as,
or of a nature similar to, any of those provided or o?iered by the

 

13.7

13.8

13.8.1

13.8.2

13.9

6?

Outgoing Salaried Partner on behalf of any of the Relevant Entities
at any time during the Prior Period and doing so in competition
with any of the Relevant Entities and ?Render Services" and
?Rendered Services? shall be construed accordingly;

?Restricted Period" means, in relation to any Outgoing Salaried
Partner, the period of three months from the Partner's Exit Date;

?Speci?ed Competitor? means, in relation to any Outgoing
Salaried Partner, a signi?cant competitor of any of the Protected
Entities in respect of Rendered Services of the Outgoing Salaried
Partner, as set out in a document retained by the head of human
resources, and available for inspection, for this purpose (or noti?ed
to the Partners in such other way as the Representative Partners
may determine from time to time). The Speci?ed Competitors of an
Outgoing Partner for the purposes of clause 13.15 shall comprise
the Speci?ed Competitors applicable to the Outgoing Salaried
Partner ofwhich the Outgoing Salaried Partner was so informed on
the earlier of the date of: any notice given to or by him or her
pursuant to clause 12, and (ii) his or her Exit Date.

In?uencing allocation of work by Client:

An Outgoing Salaried Partner who is concerned, engaged or
interested in, or carries on in any way, directly or indirectly, any
business Rendering Services (such business and the person
carrying it on being hereafter referred to in this clause 13 as a
?Business?) shall not at any time during the Restricted Period
directly or indirectly use his or her in?uence by reason of
knowledge of the business of any of the Protected Entities or of any
Client to cause or endeavour to cause, or assist any third party to
cause, any Client to transfer work undertaken by any of the
Protected Entities at the Exit Date to the Outgoing Salaried
Partner or to a Business.

Rendering Services to Client and connected Entities

An Outgoing Salaried Partner who is concerned, engaged or
interested in, or carries on in any way, directly or indirectly, a
Business shall not, at any time during the Restricted Period directly
or indirectly, Render Services (including sending any
Advertisement) to:

any Client; or

any subsidiary undertaking or parent undertaking of a Client or
subsidiary undertaking of any such parent undertaking which the
Outgoing Salaried Partner knew had received or was to receive the
bene?t of his or her work for that Client.

Soliciting, canvassing or approaching Clients and Connected
Entities

An Outgoing Salaried Partner shall not, at any time during the
Restricted Period directly or indirectly, solicit (including sending
any Advertisement) or canvass the custom or business of; or
approach (or in any such case endeavour to so solicit, canvass or



 

13.9.1

13.9.2

13.12

13.12!



approach) in competition with the Partnership or a Related Firm:
any Client; or

any subsidiary undertaking or parent undertaking of a Client or
subsidiary undertaking of any such parent undertaking which the
Outgoing Salaried Partner knew had received or was to receive the
bene?t of his or her work for that Client.

Soliciting Partners and Quali?ed Lawyers

An Outgoing Salaried Partner shall not, at any time during the
Restricted Period, directly or indirectly:

solicit, entice away or endeavour to entice away, or assist any third
party to solicit, entice away or endeavour to entice away from any
of the Protected Entities any person who was at the Exit Date a
partner, a Quali?ed Lawyer or employee;

Working in competition within the Restricted Area

13.13. An Outgoing Salaried Partner shall not, at any time during the

Restricted Period, directly or indirectly Render Services within the
Restricted Area applicable to such Outgoing Salaried Partner.

Working in Competition with a Linked Partner

13.14

13.15

13.17

An Outgoing Salaried Partner shall not, at any time during the
Restricted Period, directly or indirectly Render Services with, or in
association with, a Linked Partner or when concerned, engaged or
interested in a Business with a Linked Partner.

Working in competition for a Specified Competitor

An Outgoing Salaried Partner shall not, at any time, during the
Restricted Period, directly or indirectly Render Services when
concerned, engaged or interested in any Business which is a
Speci?ed Competitor.

Confidential Information

An Outgoing Salaried Partner shall at all times after the Exit Date
keep secret and con?dential and not disclose or communicate to any
person or use for any purpose any Con?dential Information except
insofar as such information is required to be disclosed by a court or
by a Regulatory Authority or Revenue Authority of competent
jurisdiction and shall in any such cases inform the
Representative Partners of any disclosure so required and (ii) co-
operate with the Representative Partners and take such steps as the
Representative Partners may reasonably require in order to enable
it to mitigate the e?hcts of. or avoid the requirements for, any such
disclosure. This clause 13.17 shall not prevent an Outgoing
Salaried Partner using his or her skill or experience as a solicitor or
advocate or other Quali?ed lmoyer.

Transfer of work and contacts

13.18

An Outgoing Salaried Partner shall use all reasonable endeavours

 

 

13.18.]

13.182

13.183

1118.4

5?

to ensure that the Protected Entities retain the bene?t of his or her
practice and that the same shall be transitioned and shall use all
reasonable endeavours to:

ensure that all work assignments, management tasks or other
administrative matters carried on by the Outgoing Salaried Partner
and all his or her contacts with clients and intermediaries at the
Exit Date including work which is of a personal nature and o??iered
to the Outgoing Salaried Partner by virtue of that Outgoing
Salaried Partner's position as a Partner or his or her role in any
other Relevant Entity (such as positions as a director, executor,
trustee, administrator, receiver or insolvency practitioner) shall be
assumed by other Partners nominated by the Representative
Partners;

ensure that all internal procedural and administrative work
(including client billing and time recording) in respect of the
Outgoing Salaried Partner's matters (both personally and to the
extent within his or her reasonable control, by other fee earners
working on his or her matters) is up to date; and

undertake such projects as the Representative Partners may
reasonably require including but not limited to assisting in the
despatch of invoices in relation to any unbilled work, the recovery of
any amounts due and owing to the Partnership or Firm pursuant to
invoices issued by the Outgoing Salaried Partner to a Client prior
to his or her Exit Date; and

do all such other things as the Representative Partners may
reasonably require.

Damages not adequate

13.22

1322.1

1322.2

14.3

The Partners agree that the potential damage to the Protected
Entities of a breach of clause 1.3 or clause 14.3 may be such that it is
unquantifiable or that the Outgoing Salaried Partner concerned
will not be able adequately to compensate the Protected Entities.
Accordingly each Partner acknowledges that:

any of the Protected Entities may seek an injunction and/or speci?c
performance and/or any other equitable relief to enforce (whether in
respect of any threatened or actual breach) any part of this clause
and that no proof of special damages shall be necessary for the
enforcement of this clause; and

where breach of this clause 13 or clause 14.3 constitutes a criminal
act (such as continuing possession of con?dential and secret
information amounting to criminal misappropriation), the
Protected Entities shall be entitled to take any and all such
appropriate action as they are entitled to take under law (and
speci?cally they shall not be limited to civil remedies) and the
Representative Partners may take such action.

Delivery of Property, records and papers

An Outgoing Salaried Partner shall deliver to the
Partnership or the Related Firms all property of the Partnership or



9

the Related Firms in his or her possession or power and shall, as
required by the Representative Partners, deliver all
security passes, computers, computer discs, computing records
(including without limitation, emails and electronic documents),
telephones, other electronic equipment, credit cards, notes, papers,
books of account, other records, letters and other documents in his
or her possession or under his or her control which relate directly or
indirectly to the practice of the Partnership or the Related Firms or
the Fonner Firms.

 

5. Simultaneously on 21 March, 2015, the Keepondent also
executed a Retainership Agreement dated 11 May 2015 with
Petitioner No.1 Firm whereby the Respondent for consideration
agreed to the exclusive retainer of the Petitioner No.1 Firm with
effect from 1 April 2015 (hereinafter referred to as the
?Retainership Agreement"). Hereto annexed and marked as

Exhibit A-2 is copy of the said Retainership Agreement.

6. Some of the relevant clauses of the Retainership Agreement are

reproduced hereunder:

3. In this behalf; we are recording and con?rming our mutual
understanding with you under under this retainership agreement, as
follows:

(ix) The provisions of clause 10 (Obligations of Partners) (other than
clauses 10.1.3, 10.1.11 and 10.1.12) of the SPPD shall apply mutatis
mutandis and references in that clause to the following terms shall be
read to be references to the following:

?Representative Partners? shall be read as references to the Firm
leadership of and

?Salaried Partner" or ?Partner? shall be read as references to you, a
consultant/retainer;

?this Agreement? shall be read as references to this agreement and/or
the SPPD.

(xi) You will at all times strictly maintain attorney client privilege. In the
event of any apprehended or possible breach you will immediately
notify us in writing and implement such remedial measures
as we may reasonably require.

(xii) The provisions of clause 11 (Prohibitions on Partners) of the SPPD
shall apply mutatis mutandis and references in that clause to the
following terms shall be read to be references to the following:

?Salaried Partner? or ?Partner" shall be read as references to you, a
consultant/retainer;

 



?Representative Partners" shall be read as references to the Firm
Leadership of and

?this Agreement? shall be read as references to this agreement and/or the
SPPD.

You will also at all times keep con?dential any and all
information and documents (in any medium or format) (whether
?nancial or otherwise) belonging or relating to CAM or any of its
clients. You shall not divulge such information (wholly or in part) to
any third party. You will also not make copies of any such 
or documents except as reasonably required for performance of legal
services hereunder. On termination or cessation (for any reason) of
this agreement you will return to us all documents information
(including all copies) of relating to CAM any client(s). The
con?dentiality obligations shall be inde?nite and shall be binding until
such time that the information comes in to the public domain
(otherwise than by your breach of the con?dentiality obligations).

5. The provisions of clause 13 (Protection of the Protected Entities on the Exit

of Partners) of the SPPD shall apply mutatis mutandis in the event of
this agreement coming to an end or otherwise being terminated and
re?zrences in that clause to the following terms shall be read to be
references to the following:

?Outgoing Partner? or ?Outgoing Salaried Partner" or ?Partner" or
?Salaried Partner? shall be read as references to you, a
consultant/retainer;

?Representative Partners? shall be read as references to the Firm
Leadership of and

?Exit Date? shalt be read as references to the date of expiry or
termination of this agreement.

As Partner of the Petitioner No.2 Firm and Retainer of the Petitioner
No.1 Firm at the Chennai office, the Respondent had been inter alia
permitted access and usage of various proprietary drafts of
precedents, agreements, forms, presentation, petitions, confidential
documents, litigation files, transaction documents, legal opinions,
legal action plans, computerized database containing client
information, proprietary client list, details of client con?icts, secrets of
clients and the firms, proprietary potential client list and other related
information, which constitute confidential information/ property of
the Petitioner firms/ CAM (hereinafter referred to as ?confidential

information?).

 



On and from 4th October 2016, to the shock and surprise of the
Petitioner firms the Respondent herein together with 11 retainers
(?Other Associates") and all staff members (?Staff Members?)
reporting to the Respondent, who had tendered their immediate
resignation on the evening of 3rd October, 2016, unauthorisedly
remained absent from the Chennai Office, in flagrant breach of the
terms and conditions contained in the Partnership/ Retainership/
Employment Agreement executed with Petitioner No.1/ Petitioner
No.2 firm. On investigation, the Petitioners acquired information that
the Respondent had in collusion with the Other Associates and Staff
Members, as part of a carefully premeditated and wider diabolical
plan hatched with a rival firm decided to abruptly leave the services

of the Petitioners and join the practice of a rival firm.

The Petitioners subsequently learnt that in the weeks leading up to
her sudden departure, in collusion with a rival firm, the Re3pondent
had exploited her position in the Petitioner No.2 Firm and Retainer of
Petitioner No.1 Firm, to inter alia, entice/ induce the Other Associates
and Staff Members to abruptly leave the firm without serving their
notice periods under the retainership agreements executed between
themselves and the Petitioner No. 1 Firm, caused to unauthorisedly
extract/download all the confidential information belonging to the
Petitioner Firms/CAM including active matters, which information
continues to be in her control/ possession and has in all likelihood
been handed over to a rival firm, and finally used such confidential
information of the Petitioner Firms/ CAM to solicit the clients of the
Petitioner Firms/CAM. The Petitioner Firms, with a view to ensure
that the clients interests are not compromised during this transition,
repeatedly called upon, the Respondent from 4th October, 2016
onwards to attend office, discharge her contractual obligations and
return all confidential information to the Petitioner Firms. However,
despite maintaining a facade of compliance, the Respondent, acting by
herself and together with others continues to retain control over most
of the confidential information belonging to the Petitioner
Firms/CAM, and is using such information to actively solicit clients

for the Petitioner?s competitor firm; and is refusing to complete the

10.

 

11.



transition process with the representative of the Petitioner Firms,

including in relation to active matters.

By the present petition, the Petitioners are inter alia seeking the urgent
intervention of this Hon?ble Court for the grant of rid-interim reliefs of
injunction under Section 9 of the Arbitration and Conciliation Act,
1996 (?the Act?) against the Respondent, restraining the ReSpondent
from acting, directly or indirectly, in any manner, in breach of the
confidentiality, non-compete and non-solicitation clauses under the
Partnership Agreement and Agreement. Further, the
present petition is being filed seeking direction to the Respondent to
comply with all the covenants of the Partnership Agreement and
Retainership Agreement and immediately deposit all the confidential
information, belonging to the Petitioners, on any media, including but
not limited to personal email accounts, email ids/ IT systems of any
other person or firm, external storage drives, media cards, CDs,
DVDs, return all prints and cepies of documents, and confidential
information with this Hon'ble Court.

A brief factual background leading to the filing of the instant petition

is set out below for the convenience of this Hon'ble Court:

In or around May 2016, the management of the Petitioners
unanimously decided that it would be professionally more
viable to service the existing clients of the Chennai Office from
the Banaglore/Mumbai office of the Petitioner Firms and
ultimately downsize or wind down the operations at the
Chennai Office. With a view towards winding down the
operations at of the Chennai Office, the management of the
Petitioner firms exchanged several correspondences with the
Respondent herein, who was overall in charge of the Chennai
Office to consider whether she would be interested in taking
over the practice as a going concern so that neither the clients
nor staff was prejudiced. It was considered that a
Memorandum of Understanding would be executed between

the Petitioner Firms and the Respondent, whereunder the



 

ii.



[3

Respondent would be allowed to continue to her independent
practice at Chennai on the terms and conditions set out therein,
which were under discussion. As late as on 25 September, 2016,
vide her email of the said date, the Respondent requested the
Petitioners to forward a draft of the memorandum of
understanding at the earliest. Hereto annexed and marked as
Exhibit is a printout of the Respondents email dated 25th
September, 2016.

On October 03, 2016, the Petitioners all of a sudden, received
resignation letters from the Other Associates, who were
reporting to the Respondent. The said resignation letters, which
were and identical in form and substance, were
in the ?agrant breach of the terms and conditions of the
retainership agreement signed by them with the Petitioner
No.1 Firm, as it was mentioned therein that the advocates were
resigning with immediate effect, without following the 2 (two)
months notice period as provide under the individual
retainership agreements. Contemporaneously upbn receipt of
the said resignation letters, the Respondent addressed an email
to the representatives of the Petitioner Firms, feigning
ignorance and helpless and asked the representative for help.
In response the representative of the Petitioner Firms informed
the Respondent that as requested by her certain representatives
will be rushed to the Chennai Office an they would in turn
speak to the Other Associates and endeavor to convince such
Other Associates to serve their contractual notice periods. The
retainership agreement with Other Associates is also in line
with the-terms and conditions as provided in Exhibit hereto.
A copy of the retainership agreement with Mr. Aniruddha

Ghosh is annexed herewith and marked as Exhibit C.

Further, on and from October 04, 2016 the Other Associates
and Staff Members were also observed to be absent from the
office in an unauthorized manner. The management of the

Petitioner Firms became extremely suspicious about the

 

iv.


aforesaid conduct of the Respondent particularly in view of the
resignation letters received on the previous day. Therefore the
Partners from the Bengaluru office of CAM viz. Mr. Arjun Lall,
Ms._ Rashmi Pradeep and Mr. Arun Prabhu immediately
reached Chennai office on October 04, 2016 and were shocked
to find out that the Respondent along with the help of Other
Associates and Staff Members and in connivance with a rival
firm had dishonestly wholesale removed the files and vast
amounts of confidential informatidn belonging to the Petitioner

Firms from the Chennai Office.

Pursuant to the aforesaid shocking and male ?de conduct of the
Respondent, the Petitioners has been carrying out internal
investigation since October 04, 2016, of the matters handled by
the Respondent and the Other Associates for the Petitioner
Firms. During the internal investigation, the Petitioners have

gathered reliable information and evidence, including, in the

. form of whatsapp messages (exchanged in group established

with a rival firm), close circuit television footage, statements
from witnesses, including IT and Security Staff, that that
Respondents had unauthorisedly stolen ex tracted/
downloaded confidential information belonging to the
Petitioners, which continues to be in their possession. The
Petitioners crave leave to refer and rely upon the aforesaid

evidence, as and when produced.

The Petitioners also discovered that the Respondent in direct
collusion with a competing/ rival firm instructed the Other
Associates to extract confidential files of the Petitioner Finns
from its premises, in a systematic and pre-planned manner, as
part of their ?intense preparation? to cause loss to the
Petitioners. Further, the Petitioners have come to know that the
Respondent along with the Other Associates have now tried to
destroy the evidence in this regard. Acting in furtherance of the
diabolical conspiracy, the Respondent has with a View to

transit to a rival firm unauthorizedly relieved all the Other

lg";



 

vi.

16/

Associates and Staff Members with immediate effect from
October 03, 2016 and had taken over the Petitioners' properties
like laptops, mobile phones etc. without informing or taking
prior approval for the same from the Petitioner Firms or their
management. The Petitioners apprehend that the Respondent
has unlawfully misused and may further misuse the
confidential information within her possession, to cause
irreparable loss to the Petitioners. This diabolical conspiracy,
hatched between the Respondent and Respondent, is borne out
by the incriminating whatsapp messages exchanged on group
named ?Dorothy Team" and Ioinees? created as far back
as 26th September, 2016. What is shocking is that in addition to
the Respondent and the Other Associates and Staff Members, a
senior leader of the rival firm was masterminding the whole
criminal operation like a general and was in fact the

administrator of the whatsapp group named Dorothy Team".

Relevant extracts of the whatsapp messages exchanged on the

said group are reproduced hereunder:

6/09/16, 10:07:05 AM: Shardul Shroff created group
?Dorothy team?

26/09/11 6, 10:07:05 AM: Shardul Shins-?r added you

26/09/16, 10:07:19 AM: Messages you send to this group are
now secured with end-to-end 

26/09/16, 10:07:55 AM: Shardul Shrq??} I do not know
whether and - are an whatsapp. They have
not been added so far

26/09/16, 10:08:18 AM: Shurdul Shro?'ndded Shardul Shro
26/09/16, 10:21:41 AM: Shardul Shrojj? added 

26/09/16, 10:22:14 AM: Shardul Shro?': Is on
what's app

26/09/16, 10:22:25 AM: Shardul Shro?': Send me his number
26/09? 6, 10:23:54 AM: Shurdul Shro?': Please do so ASA P.
Any of his juniors can send it to me

26/09/16, 10:26:08 AM: Shardul Shro?': There is no cell no to
connect him on what's app

26/09/16, 10:26:36 AM: Shardul Shro?': I won't connect on
o?icial no. I hope none of you are on of?cial no

 

/6

26/09/16, 10. '33. 55 AM: Shardul Shro?? All of you please
transfer your o??ice phone directory onto your personal phone
today and con?rm when it's done. You have have a mirror
image of all your phone contacts on your personal phone
numbers

26/09/16, 10:34:11 AM: Shardul Shro??: Have to 
26/09/16, 10:36:50 AM: Shardul Shro?? Tell everyone else
and ask Anirudh to read his SMS

2_6/09/16, 10:37:43 AM: Shardul Shro?? Ur mobile of?ce
phone directory transfer to personal phone

30/09/16, 4. 55. 36 PM: Shardul Shro?? I will be sending the
draft Of the Counsels agr_eement text along with the letter of
engagement. These will be sent to the individual emails given
to me. Copies of both the contracts per person will be sent to
Dorothy. I need texts of all draft resignations on my whatsapg
30/09/16 5. 46. 29 PM: Shardul -1 need to see
your letter of res1gnatlon text

30/09?6, 6. '35. '38 PM: Shardul Shro??: I hope you and your
colleagues are ok with it. As this is a standard ?rm

30/09/16, 6:35:41 PM: Shardul Shro??: Form

30/09/16, 6:.36 '36 PM: Dorothy Thomas: Yes Sir 
Thank you so much.

30/09/16, 6. 37:21 PM: Shardul Shrofi': But you have to keep
this totally con?dential till the resignations go in. And all
resignations are in and hand over to Cameo is done

03/10/16, 9. 12. 50 PM: Shardul ShrotT: Only two or three of
associates should attend. The fear from va is that you will
speak the press. He is not trying to leave you without a
gLudge. He is trying to salvage Cameo reputation for not
having paid you arrears, not having appraised you and not
paying prorate bonus. Don't fall for the trap of taking it at
this time. On second thought Dorothy its better not to take
the call or ?u them to attend of?ce as even Ariun will try to
brainwash these people. Avoid contact with Camco. Keep
them guessing what will hit the press.

03/10/16, 9: 19:36 PM: Shardul Shro?? Instead of attending
VC they should put an o??Er 1n writing of what they want to
do as the team has already resigned. Don't @ll @r grudge

leaving as it is hogwash. If they did not bother I smell a trap.

It's better that they absent themselves and you ask Vichy to
send Camco promsal in writing @r associates to consider. 
must have a weapon against them. He is trying to remove a
grievance to get bragging rights that the team left for
extraneous reasons. He will bind to team to sign a settlement
with Cameo not to speak. You need that market advantage
that they announced closure and terrorised the associates by

1' I


 



saying no appraisal and no arrears. Don't give up that
advantage. All of you consider my views and message me
your views and instinct on this sudden white ?ag. Sau Chuhe
kha ke billi Hai ko chali!

03 0 6 9:25:36 PM: Shardul Shro The: are in to

remove your cause of act-ion partially so that it it goes to the
press they can water it down. It will look terrible if the news

hits the press that team left because of arrears. no appraisal
and no bonus. law is very crafty. Don't Mfor trap

03/10/16, 9:26:17 PM: Dorothy Thomas: Okay sir. Idea is not
to get messy we want to join SAM and focus on our work.
03/10/16, 9:26:29 PM: Shardul Shro??: I think abstain

3&046, 9. 2.9 41 PM: Shardul Shro?: It the team is scared

that they will loose their chance for being paid. take my word
that they will pay even after it goes to press as a salvage

action @m Camco

03/10/16 9. 31. 27 PM. Shardul Shrq?': They_ know they have
disrespected you. Your telling them on their face does not

change that. They will and turn the tables on you to look
good in the press. A whole of?ce resigning is unprecedented .
Don't loose its impact

03/10/16, 9:32:52 PM: Shardul Shro?? By o?'ering you the
payment as a white ?ag they don't want you back. They only
want to save their reputation of bad conduct with you guys

03/10?6, 9:32:54 PM: Dorothy Thomas: I agree with sir

03/10/15, 9:36:27 PM: Shardul Shro?} you will say
that their belated reaction is because the team in an
unprecedented collective action resigned as they failed in their
duty to pay arrears give appraisal and bonus. It's the
principal of anticipatory breach of contract. That is basis of
your resignation . No amount of retraction by them is going
to change those facts which are antecedent to your resignation

03/10/16, 9:37:51 PM: Shardul Shro?': No -, 1 would
not do that. They will turn around and twist this and say it's
blackmail by the team. They will try and play victims instead
of the wrongdoers they factually are I

03/10/16, 9:38:47 PM: Shardul Shro??: Ma'am should not say
anything or she will be accused as the instigator of this

03/10/16, 9:38:58 PM: Shardul Shro?': It will a?bct her
resignation

03/10/16, 9:39:34 PM: Dorothy Thomas: Lets just keep quiet

 

(9

03/10/16, 9:40:59 PM: Dorothy Thomas: If they want to pay
prorata bonus they will do it either way even if you dont
attend.

03/10/16, 9:41:17 PM: Shardul Shro??: You should keep your
powder dry as they are desparate. She should say she tried but
no one responded to her phones if she is asked. Otherwise at
230 she should say no one turned up.

03/10/16, 9:41:19 PM: Dorothy Thomas: Dont expect
anything though

03/10/16, 9:43:26 PM: Shardul I can bet my last
dollar that they never expected this action. They would have
expected you to gravel for payments. Put them in fear that the
notice will leak to legally india and the whole world will know
how badly they have behaved. They will have to pay you. Yoa
have to be ready for some gamesmanship. Let them sweat for
once

03/10/16, 9:53:37 PM: Shardul Shro?? Don't o?br him lists.
Then he will smell a rat. You should give him physical
resignations with exit forms. Don't give anything else. Let
them inventorise. Don't give it on a platter. He will accuse 
of having masterminded this

03/10/15. 9:55:21 PM: Shardul Shro?': - you will get
paid. Luv is ?nding it di?icult to face the world which will
inevitably know what happened. He is desperate to avoid that
for his own reputation, it's crocodile tears

03/10?6, 9:57:28 PM: Shardul Shro?': He will pay as he
knows Cameo reputation will be down the tube otherwise.
That is your brahma Astra your Indra vajra which can kill;
don't waste it like Karna did on Ghatotkacha and lost his
battle to Arjun

03/10/16,. 9:58:14 PM: Shardul Shro?? If you will ask for it
now, you will trap and disturb Dorothy grounds of
resignation

03/10/16, 9:58:42 PM: Shardul Shro??: Dorothy have 
followedli And I still await - comments

03/10/16, 10:01:35 PM: Shardul Shro?: Yes I agree with you

. It's an attempt to take your cause of action away and
to salvage their reputation which is incredibly damaged by
their own deeds . They will pay as they are embarrassed. They
have no remorse for what they have done to you. They are



.


?xus'

 

vii.

f?

only scared of what this will do to their reputation.

03/10/16, 10:03:14 PM: Shardul Shro?': Dorothy you have to
be care?l not to give them a clue of your intense preparation.

Only give them resignation and exit forms and property
.associates gave it. Rest let them inventories. Don't waste any

more time on them.

03/10/16, 9:53:37 PM: Shardul Shro?? Don' him lists.
Then he will smell a rat. You should give him physical
resignations with exit forms. Don't give anything else. Let
them inventorise. Don't gi_ve it on a platter. He will accuse 
ofha'oing masterminded this

0540(16, 10:56'10 AM: Shardul Shro?: Dear All, all those

who executed the retainers Lterday are requested to go to
sudha centre today and get their new sim cards and lung:

new phone as gr BYOD mligg. Please also cam; your
personal to sudha Centre to physically check that
there is no Cameo documentation on any of your mail

accounts. Anand will help you to ensure compliance

05 0 6 11:00:46 AM:ShardulShro :Please-ensure that no

original documents or records whether mrtaining to litigation
of transactions is either consciously or inadvertently left in

our ssession. This is our own rotection

(Emphasis supplied)

The Petitioners thereafter learnt that the Respondent had
instructed her associates to handle and conduct CAM matter
from the offices from the rival law firms in Chennai an thereby
created a situation, where disclosure of confidential
information belonging to the Petitioner Firms became
increasingly likely and the Petitioner Firms were put at great
risk. In addition to above, the Petitioners have found out that
after abruptly leaving the office, the Respondent-in collusion
with the Other Associates has contacted the Petitioners?
existing clients canvassing to move their existing business with
the Petitioners, to a rival firm. Illustratively, the Petitioners
learnt that that _an arbitration matter, previously handled by the
Petitioner Firms (through its Chennai Office), had been
abruptly taken over by a rival firm. This further confirms the
position that the Respondent has acted in a dishonest and

collusive manner to steal confidential data of the Petitioners



 

 

020

and to misuse the same for causing irreparable loss to the

Petitioners.

During the internal investigation, the Petitioners have also
discovered that prior to abruptly discontinuing work, the
Respondent had been purposely avoiding generating invoices
and had not been maintaining time sheet entries relating to
several clients of the Petitioners. The total outstanding in
relation to the work done during the period of the missing time
sheet entries in excess of Rs. 3 Crores. The Petitioners now
believe that the said conduct on part of the Respondent was
because her intentions had turned dishonest and the
Respondent and the Other Associates all of who were in
collusion with a rival/ competing firm all the while acting in a
criminal conspiracy to solicit the said clients in violation of the

non-solicitation clause.

Immediately on finding out about the aforesaid acts, the
Managing Partner of the Petitioner Firms sent an e-mail dated
October 05, 2016 at 7:30 am to the Respondent
emphasizing that while professionals were free to choose who
they work with, it was imperative that the obligation to protect
client confidentiality and render quality uninterrupted service
to the client are not compromised. The Managing Partner
accordingly called upon the Respondent to attend office,
discharge all contractual obligations and return all files,
electronic data and materials of the Petitioner Firms. Further
vide the said e-mail, the Respondent was reminded not to
directly contact any client without the presence of a
representative of the Petitioners or to issue any no objection
certificate vis-a-vis vakalatnamas on matters belonging to the
Petitioners. Hereto annexed and marked as Exhibit is the
print out of the said e-mail dated October 5, 2016.

The Respondent vide her email dated October 05, 2016 at 8:40
am (ISI) only marked to the Managing Partner of the

xii.





Petitioners responded to the aforesaid e-mail of the Managing
Partner, inter alia, informing him that she was busy working on
a cross team matter and would respond to his email during the
course of the day. Hereto annexed and marked as Exhibit is
print out of the Respondent's email dated October 5, 2016
received at 8:40 am (IST).

Vide her further email dated October 05, 2016 received at 12:40
pm, she replied in more detail to the email of the Managing
Partner whilst marking all the other receipients coPied on the
original email of Managing Partner. Vide the said email she
stated that she was in the in the midst of preparing a detailed
response, but denied having taken any files, electronic data and
materials of the firm or jeopardized the firms or clients interests
in any manner. She also reiterated that she had not resigned
from the firm and requested the Managing Partner to confirm
whether she was effectively being dismissed. Hereto annexed
and marked as Exhibit is a print out of the Respondents
email dated October 5, 2016 received at 12:40 pm.

On the same date, M/s. HSB Partners, the Advocate for the
Petitioners also wrote to the Respondent and Other Associates,
by way of a notice dated October 05, 2016, inter alia calling
upon the Respondent and Other Associates to immediately
return all confidential information including documents,
computerized databases containing client information,
proprietary client list, proprietary potential client list,
privileged information, files of all pending and disposed
litigation matters and other related information of the
Petitioners, which were in their possession. Hereto annexed
and marked as Exhibit is the copy of the notice dated
October 05, 2016.

The Respondent vide her email dated October 05, 2016 received
at 11:24 pm (IST), enclosed therewith a detailed response to the
email of Managing Partner, sent earlier on the same day. In the

said response, while the Respondent, inter alia, falsely denied

 

xiv.

XV.

52?21

even the existence of any parmership/retainership agreement,
duly executed between her and the Petitioner firms, she
recorded her resignation from the said firms with immediate
effect. Additionally, vide the said email apart from making
baseless and unsubstantiated allegations, the Respondent also
denied that she had ever taken files and confidential
information from the Chennai Office of the Petitioners.
However, nevertheless, she agreed to cooperate and to
complete hand over to the representatives of the Petitioners.
Hereto annexed and marked as Exhibit is a print out of the
Respondent?s email dated October 05, 2016 received at 11:24
pm (IST) together with enclosure thereto.

On 06 October, 2016, s. Iyer and Thomas, the Advocate for
the Respondent, vide its letter of the same date, replied to
notice received from the Advocate for the Petitioners. Vide the
said letter, the Advocate for the Respondent, denied all the
allegations made in the notice and enclosed therewith, the
detailed response of the Respondent sent to the Managing
Partner of the Petitioner Firms vide email dated 05 October,
2016 at 11:24pm (IST), with a request to treat the said email as
an interim response to the notice. Hereto annexed and marked
as Exhibit 1 is a copy of the Respondent Advocates' letter dated
06 October, 2016.

The Managing Partner of Petitioner Firms vide his email dated
06 October, 2016 sent at 10:25 pm (181') replied to the
Respondent? email dated 05 October, 2015 received at 11:24 pm
(IST), denying all the allegations and informing the
Respondent, that her actions/omissions, in surreptitiously and
illegally removing confidential information from the firms
premises, which she had been entrusted with as a custodian,
would invite serious legal consequences. The Managing
Partner vide the said email also stated that this action/ omission
on the part of the Respondent was a part of wider and

diabolical conspiracy with a rival firm and that the Firm had in

 

xvii.



0?23

its possession adequate evidence to substantiate the same. The
Managing Partner accordingly called upon the Respondent to
sit down with the representative of the Petitioners and agree to
a proper transition of all matters and hand over all property
and data of the Petitioners. Hereto annexed and marked as
Exhibit is print out of the Managing Partners email dated 06
October, 2016.

Subsequently, the Respondent vide her e-mail of October 7,
2016 received at 11:33 am responded to the Managing Partners?
above e-rnail stating that she was willing to provide all
assistance that may be required to transition. However the
Respondent continued to maintain that she had duly
transitioned all matters and returned all prOperty and data to
the representatives of the Petitioners. Hereto annexed and
marked as Exhibit is print out of the Respondent's e-mail
dated 07 October, 2016.

In the meanwhile, on 08 October, 2016, to the shock and
surprise of the representatives of the Petitioners present at the
Chennai office, and despite having originally denied having
any records or information, the Respondent through her driver
returned 9 (nine) cardboard boxes and some lose files and
folders, appearing to belong to the Petitioners, at the Chennai
Office. However, the representatives of the Petitioners could
not verify the contents of the said boxes and files until the
ReSpondent or her Advocates were present at Chennai Office.
The return of the 9 (nine) boxes and loose files itself, exposed
the blatant lie and contradictory stand of the Keepondent, who
had until then been consistently denying that she was at any

time in possession of any confidential information belonging to

the Petitioners.

On the same date, the Advocate for the Petitioners sent an
email to the Advocate for the Respondent and provided a

preliminary list of transition tasks that the Petitioners expected

xix. -

 

the Respondent and the Other Associates to complete. Hereto

annexed and marked as Exhibit is a print out of the e-mail

dated 08 October, 2016 together with the enclosures thereto. .

At the request of the Petitioners, the Respondent remained
available at the Chennai of?ce of the Petitioner Firms on 08
October 2016, 09 October 2016 one 10 October 2016 for
completing the transitioning tasks outlined by the Petitioner?s
Advocate vide their email dated 08 October, 2016 to the
Respondent's Advocate. However, at the transition, the
conduct of the Respondent has been nothing more than a
facade of compliance. Significantly, at the transition, upon
questioning by the Petitioners representative the Respondent
in addition to the cardboard boxessent on 8 October, 2016,
handed over to the representative of the Petitioners some
additional documents, removable storage devices, etc.
belonging to the Petitioner Firms, thereby exposing the
deceitful and irresponsible conduct on the part of the
Respondent. At the meeting on 10 October, 2016, pending the
completion of the transition process, the Respondent informed
the representative of the Petitioners that she was commencing
work with a rival firm on 11/12 October, 2016 and therefore
would not be able to assist any further in the transition process,
leaving the Petitioners exposed to grave risks and consequents.
The Petitioners (through its Partner Mr. L. Vishwanathan) vide
email dated 10 October, 2016 recorded the meetings held with
the Respondent and informed the Respondent that by abruptly
ending the transition meeting on 10 October, 2016, she had left
the Petitioners with no option but to take recourse to legal
proceedings. Reproduced below is the relevant extract from the
aforesaid email dated 10 October, 2016, inter alia,
demonstrating the un-cooperative, deceitful, fraudulent, and
mala tide behavior of the Respondent during the transition

process, which remains incomplete.

?This has reference to the various without prejudice discussions on
transition that took place at the offices of CAM that took place on 



 

095/

October, 2016, October, 2016 and October, 2016 in the
presence of external lawyers. I am highlighting certain key .
outstanding points 

it.

Out of the 9 boxes (of papers that had been removed by you) that
were returned to CAM on it?l October by you, seven of the boxes
have been jointly sighted on and October. The examination
of the contents of the balance boxes and some loose papers is yet to
be completed. Several large box ?les and bound sets have been
handed over on an ad hoc unlisted basis, and are yet to be
examined. As such, we cannot con?rm whether the same are
accurate or complete.

Despite assurances of prompt handover, the return of certain IT
hardware like media cards, etc. as highlighted in
previous correspondence is still be to be completed. We are yet to
examine certain removable storage devices handed over today to
ensure that all of the ?rm information that was extracted from the
Firm is contained therein. The same will need to be put through
forensic process as we would view any breach of our IT security
very seriously.

There have been no transition discussions on several real estate
matters including recent due diligence matters. You have failed to
provide these deSpite repeated requests.

During our discussion on October you produced a ?le in
relation to American International School (provident fund notice)
?om your ?personal stroller?. This puts in question the integrity
and completeness of the handover process and of your
con?rmations and a??irmations. It is obvious that you have been
hiding o?ice records in strange places and compromised the
integrity of Firm processes.

Some further observations in relation to the matters we discussed
to date -

i. Matter Stora Enso - Nature-of the professional work done
itself is not clear including arrangement with client for
storing ?les at office. Copy of mandate also is not available.

ii. ISDL Marg arbitration and Lear Automotive SIPCOT
Proceedings, Ascendas Project Gateway the matter ?le is
missing and not returned despite requests. You have
promised to arrange for the papers but have failed to do so.

No formal mandates appear to have been issued for a
majority of the matters. This is strange because our o?ice
processes required a mandate on each case. Some appear to
rely only on oral discussions

iv. SICAL- you indicated that the caveats had been sent to
other associates in other o?ices of the Firm. But this is not
the case.

v. No details were provided on several matters because they
were stated to be cross teamed with other partners from
other o??ices.

 

:26

vi. On several due diligences, we are given to understand that
papers are available only in electronic form and no
physical ?le exists. Other matters require papers to be
retrieved from external counsel. It is hard to verify this.

We also wish to put on record that you handed over certain ?les
on October 8, saying that the all the ?les in relation to the matter
were handed over, but you handed over additional documents in
relation to the same matters on October 9, and October 10. This
does put in question the' integrity and completeness of the
handover process and of your con?rmations and affirmations. You
have been continuously changing your stand as and when a fact
has been pointed out to you.

. During our discussion on it"I and 9"l October, you had to call
upon various members of your team via your handphone. They
seemed to have data/documentsoon the other side and it seems that
copies had been retained. The transition process would be more
e??icient if such team members be present at the transition
meetings, as has also been requested.

. Given the fact that client clari?cations have been sought (and will
be sought) on recent work product, the presence of all associates
for ?tture clari?cations on matters, deliverables, diligence reports,
agreements that have been delivered to clients/ counter parties to
ensure a smooth and continuous transition is a pre-requisite.

Status as of now (10th October, 2016)

1. Status of over 20% of the matters recorded in our System
has not even been discussed leave alone veri?ed.

2. Over the course of October 8, 9 and 10, physical ?les for at
least 35 matters have been returned to the o?'ice. Of these,
several ?les pertain to matters being handled by other
partners of the Firm. Other materials generally returned
to us include closed matters, research materials,

notebooks, lists of current matters and Firm materials
(these have to be veri?ed).

3. Of the matters discussed, requisition list sent to you by
our e-mail of October, 2016 at 1.27 p.m. (copy attached
as Annexure-Z) is outstanding.

4. Several ?nancial transactions have not been explained
despite our seeking clarifications from you. These include
signi?cant sums and you are yet to account for these

properly.

5. There are concerns about the integrity and completeness of
the hand over process and of your con?rmations and
affirmations are outstanding. Several clari?cations were
also made to billing and mandate status which were vague
and also contradictory to information provided earlier.

L1

r' '3
a, .. 029?
6. An impaction of some of ?les returned seems to indicate
that some of the ?les/ papers have been xeroxed (there are
holes from staples being removed, and new staples
inserted, old litigation matters are being returned on crisp
new white sheets of paper with no markings on them etc.).
It seems that these have been recently photocopied by you.

7. A number of times you have indicated that the matter was
closed, or never commenced or you have plainly feigned
ignorance but correspondence in your e?mails to seem to
indicate otherwise. Then when this is pointed out, you
correct your statement.

8. At our meeting on October 3, 2016, despite your
assurance that all the soft copy information and print outs
of data that were taken out by you earlier will be returned,
you are yet to demonstrate that. This is clearly a violation
of the IT Act and other obligations.

 

9. You have admitted that you have contacted several clients
and solicited them. You have stated on several occasion
during discussions on October 4, 8,9,10 that ?anyone is
free? to contact clients in relation to existing and new
matters. Incidentally, these are matters with which the
Firm is already acting as legal counsel and you did so
when you were a partner in the Firm and also whilst being
bound by covenants.

10. There are some matters where diligence reports/dra?s have
been sent to clients recently. Comments are expected back
during the course of the week.

11. Our preliminary ?nancial audit reveals gross irregularity
in petty cash usage, irregularity in out of pocket expenses,
misuse of o?ice property, irregularities in billings and
collections, irregularities in vendor transactions, complete
irregularities in mandates and billing matters and non-
adherence to Firm's policies in this behalf.

12. In respect of a criminal complaint ?led against Mr. V.
Ganapathy, whilst you have instructed the Accounts
Dept. to close the ?le and not billed the matter, lot of time
has been spent on this matter and we are receiving
reminders from the client as latest as 14'? September, 2016
that this matter has not been attended to properly. This
conduct has not been explained. A copy of e-mail from
client dated 14?? September, 2016 (which is referred to in
our Finn's e-mail of October 10, 2016) in this respect is
attached (Annexure-B). It clearly shows that you have
been lying.

At the discussions yesterday on October 9, and today on
October 10, you indicated that you commence work at
your new organization on October 11, and as such you
will not be in a position to further assist in the transition

 

 

023?

process. You were reminded that the transition process
involves much more than just a brief description of the
current status of the matters, but also included a proper
handover of the complete ?les veri?cation by us,
communication to clients and administrative handover
(since you were the Chennai o??ice head). To which you
replied again that you would not be available and will now
not do anything further. Please note that you have not
been relieved by our Firm.

We would like to remind you that co-operation for
transition was a result of the lawyer to lawyer discussion
had by our lawyers HSB Partners and your lawyers Iyer
6' Thomas. You would have also received the list of
transition tasks that we expected to be completed so that
we may jbrbear from taking legal recourse. You have
failed to observe the spirit and have been conducting
yourself in a dishonest manner. Your actions are putting
the Firm to grave risk; leaving the Firm with limited
options.

We call upon you to complete all transition tasks in an
orderly and smooth manner and complete all the
requirements set out in the e-mail of our lawyer to your
lawyer dated it"l October, 2016 at 11.41 pm. (copy
enclosed as Annexure-I).

Given the notice period that is required in the Partnership
Deed of three months, we require you to attend o?ice on a
day to day basis along with the team and complete all the
transition tasks. On a goodwill basis, we are prepared to
adhere to the o?ier made by our lawyer that the transition
period will be reduced to one month contingent on your
co-operation. However, abruptly ending transition today
and starting work in another organisation tomorrow and
leaving several clients responsibilities and without
accounting for all the ?nancial information that has been
sought from you is not acceptable and now leaves us with
no choice but to take action. Please note that in case you
do not adhere to the transition requirements set out by our
lawyers and serve your notice period by attending o??ice
along with the entire associate team we will be compelled
to initiate action under law to protect the Firm?s clients.

All of our rights and remedies are reserved. 

It is pertinent to note that the Re5pondent has not responded to
the aforesaid requirements in relation to the transitioning of the
matter inspite of being made aware that the Petitioners are
receiving queries from the clients on a day to day basis. A print
out of the said e-mail dated 10 October 2016 together with the

annexures thereto is annexed hereto and marked Exhibit M.



XX.

 

xxi.

xxii.

.29

On 10 October 2016 the Respondent also handed over to the
representative of the Petitioners a two line document
purporting to be an ?Undertaking? which unequivocally
confirmed that the Respondent had in fact taken away and held
confidential client files, documents, records and electronic data
of the Petitioners and its clients in breach of her duties as
Partner of the Petitioners. Although the purported
?Undertaking? stated that the Respondent does not hold any
confidential information belonging the Petitioners, it is
submitted that the said assertion is patently false and in view of
the Respondent's conduct as highlighted in the aforesaid email
dated 10 October 2016, deserves to be disregarded. The
Petitioners apprehends that there is a vast amount of data,
records and information in the possession and control of the
Respondents and Other Associates. A copy of the undertaking
dated 10 October 2016 is annexed hereto and marked Ex_hi_l_:uit_
E.

The Petitioners (through its Partner Mr. L. Viswanathan) vide
email dated 10 October, 2016 to the Respondent acknowledged
the receipt the aforesaid undertaking, however, at the outset
rejected the same, for the reasons set out therein. The
Petitioners vide the said email ,once again, called upon the
Respondent to complete the transition tasks as outlined in the
in the Petitioners advocate's email dated 8 October, 2016 
failing which, the Petitioners stated that it would have no
alternative but to take apporiapate legal action against the
Respondent and the Other Associates. Hereto annexed and
marked as Exhibit 0 is a copy of the email dated 10th October
2016.

On the same date, the Petitioners (through its Partner Mr. L.
Viswanathan) vide email replied to the Respondent?s email
dated 5th October, 2016 sent to the Managing Partner at 11:24
pm (IST). Vide the same email the Petitioners denied that the

 



3 0
Respondent, as alleged, had only signed a blank piece of paper
which had only the signature clause . The Petitioners informed
the Respondent that she had, in the presence of other witnesses
duly executed the Partnership Agreement, Retainership
Agreement, Letter of Authority, confidentiality letter, 
escrow and dating authority letter and the a power of
attorney, which documents had been initialed by her on all the
pages. The Petitioners also enclosed with the said email
photographs taken evidencing execution of the said
documents. Finally, the Petitioners unconditionally offered the
Respondent inspection of the original of the Partnership
documents at the Mumbai office and the copies thereof at the
Chennai Office. Hereto annexed and marked as Exhibit is a
print out of the Petitioners email dated 10?1 October, 2016

together with the enclosures thereto.

It is stated that after the Petitioners received resignation letters
from the Other Associates and Staff Members of the Chennai
Office, partner of the Petitioner No. 1 Firm, Mr. L. Viswanathan
Spoke to the Respondent and having read in the letters that all
the Other Associates seem to be having some grievance about
the firm not paying bonus and increment, clarified to the
Respondent that she is well aware that vide a video conference
on 29th September, 2016 he had conveyed to the Other
Associates in the Respondent's presence that pro rata bonus
payment will be made to them during Diwali as is the normal
practice of the firm. In fact, some of the Other Associates had
asked him whether this bonus payment will be made
regardless of whether they join the Respondent or any other
firm, to which he replied in the affirmative. The pro rata bonus
payment will be paid regardless of whether they join any other
firm and bonus payment will be paid during Diwali as is the
practice of the firm. After reminding the Respondent of this
discussion he also suggested that he should have one more
video conference tomorrow, i.e. on 4th October 2016 where he

would address all the associates of Chennai Office and

 

xxiv.

8!

reiterated that whilst the firm has no objection to their

resignation, they had already communicated that pro rata
bonus will be paid in normal course at Diwali and there should
be no grievance regarding the same. Further that the Petitioner
Firms were prepared to reconsider the decision of not paying
increment and pay normal increment since the Other
Associates seem to have a grievance about the same. This
would done on a performance review. It was the firm?s
intention that the other Associates should leave without any
such grievance and that they depart in good terms. The firm
would only seek their cooperation in transition by serving the
notice period and we were prepared to discuss the extent of the
notice period depending on the transition requirement of the
firms. The paramount consideration of the Petitioner Firms for
doing so was two folds: (1) Client interest should be protected
and (2) the Firms always wanted to be fair in its dealing with its
retainers and hence reconsidered its position and offered to pay
both increment and bonus. The partner also requested the
Respondent to arrange a meeting with the associates and
inform the time so that this can be communicated to them. For
reasons which are more apparent from the whatsapp messages
it is now clear that such a meeting never took place because the
Respondent and the rival firm with whom they were acting in
concert deliberately prevented such a meeting from taking
place. The Respondent has also not communicated and seems
to have deliberately withheld from the associates the Petitioner
Firms proposal and intention to pay normal increments since
the associates had raised a grievance in relation to the same.
Whilst the firm had originally decided to shut down its office in
Chennai, the partnership has reconsidered this decision and in
order to serve the interest of its client decided to continue its

office in Chennai so that client interests are protected.

When the Petitioners was considering to close down its office in
Chennai this decision was discussed with the Respondent in

several video conferences and telephonic conferences and also

 

 

XXV.

3%
adequate and fair time was given for alternative arrangements
to be made both for clients and for the employees and the staff.
During the said discussions, it was made clear to the
Respondent that the said decision was largely based on the
performance of the Chennai Office and the same was not based
merely on the performance of the Chennai Office during the
current period. An option was also given to the Respondent to
move to other of?ces of the Petitioner Firm or to take over the

existing matters in Chennai and the Petitioner Firms offered

support for that to ensure continuity for clients and employees

by agreeing to provide financial support in the form of security
deposit for lease on an interest free basis for a period of 11/2
years, transfer the books and periodicals, office equipment,
fixtures and furnitures at a discount of written down value to
enable the Respondent to take over the practice for continuity
of clients and the staff. It now appears that the Respondent
whilst discussing the offer made by the Petitioners in good
faith, seem to have been mala fide acting in concert with a rival
firm, shown complete bad faith and in collusion with a rival
firm misled the Petitioners and orchestrated the entire chain of
events leading to the apparent resignation and withdrawal of
the Other Associates and Staff Members along with the
Re5pondent herself. This was done with the sole objective of
causing damage to the reputation and the practice of the
Petitioners as is evidenced from the WhatsApp transcripts and
by the shocking and unprofessional conduct of the Respondent
in actively diverting the practice of the firms to a rival firm

which had been acting in concert with the Respondent.

In view of the aforesaid, it has become clear to the Petitioners
that the Respondent is acting in a brazen, irresponsible and
fraudulent manner and has no intention to co-operate and
abide by her duties and obligations. Thus, the Petitioners are
constrained to file the present petition under Section 9 of the

Act, for the reliefs set out hereunder.

12.

 

'14.

33

It is submitted that as Partner-in-charge of the Petitioner's Chennai
office, the Respondent and the Other Associates had been permitted
access and usage of confidential information, which were and still are
confidential property of the Petitioners, who has sole copyright over
the same. The Petitioner submits that the Respondents resignation,
being in breach of the terms and conditions of the
Partnership/ Retainership Agreements is non?est and has no legal
efficacy whatsoever. In effect the Respondent continues to remain a
Partner with Petitioner No. 2 Firm and a Retainer with the Petitioner
No. 1 Firm and remains bound by all the terms and conditions

contained in the Partnership Retainership Agreements.

It is further submitted that the Respondent is a Partner of the
Petitioner No. 2 Firm and a Retainer of the Petitioner No. 1 Firm and
the billing to the clients was in the name of the Petitioners only. The
Respondent was being paid performance linked remuneration and
were under the discipline and regime of the Petitioners which inter
alia included maintaining daily time sheets and adhering to the
disciplines of the Petitioners. The assignment of all the work have
been done by the Firm with the help of the other management
persons, and the productivity of all employees including the
Respondent have been determined by actual number of billable hours
worked on a particular matter for a client of the Petitioners. Further,
the TDS Certificate issued by the Petitioners to the Respondent and
the Other Associates show that the payments were made by the
Petitioners for the services rendered to it. All this clearly establishes
that even though the Respondent held the position of a Partner in the
Petitioner No. 1 Firm admittedly, at no point of time she had any right
or ownership over any confidential information nor had any personal
clientele of her own. They are all the Petitioner Finns" clients 'as has
been acknowledged by her in the Partnership and the Retainership
Agreements.

It is pertinent to point out herein that the Respondents decision not to
serve the notice period was because the Respondent was in fact a part

of a wider and diabolical conspiracy with a competing firm to

 

15.

3V

abruptly resign without serving notice period, in concert with the
Other Associates. Further, the Respondent is in possession of
confidential information including files of all the litigation matters,
court diary, computerized databases containing client information,
proprietary client lists, proprietary potential client list, privileged
information belonging to the Petitioners and has no intentions to
return the same and is acting in concert to transfer this information to
competing firm in violation of the Partnership Agreement. The
Respondent in conspiracy with the Other Associates, Staff Members
and others have allowed them to hand over and taken custody of the
Petitioner's preperty like laptops, mobile phones without any
intimation or approval from the Petitioners, in breach of the
retainership agreement executed between the Petitioner No.1 Firm
and the Other Associates. In terms of the retainership agreement, the
Other Associates were obliged to serve a notice period of 2 (two)
months and provide complete hand over of all the matters,
information, files to the Petitioners before they are relieved from the
retainership with the Petitioner No. 1 Firm, however the Other
Associates have unilaterally and arbitrarily decided not to do so. The
Petitioners have its in possession compelling evidence in the form of
appalling group messages, documents and CCTV footage and also
witnesses evidencing "intense preparation? of the Respondent,
transferring papers, coping of files, transferring office phone directory
on to her personal mobile phone and other systematic preparation in
furtherance of this intent. The Petitioners are submitting a redacted
version of the transcript of the WhatsApp Chat of group named,
?Dorothy Team? and Ioinees? to protect the interest of some of
the Other Associates. The Petitioners will produce un-redacted
transcripts of the said Chats in sealed envelope for the kind perusal of
this Hon'ble Court. I-Iereto annexed and marked as Exhibit is a
redacted transcript of WhatsApp Chat of group named, ?Dorothy
Team? and Ioinees?, which leave no scope for imagination of

what their intention was.

Further, it is submitted that all information, document, data or any

other product that may have been created using the Respondent's skill,

 

17.

3f

knowledge, resource or expertise, during employment with the
Petitioners, constitutes confidential information belonging to the
Petitioner alone, as the same were created under the guidance,
direction, supervision and control of the Petitioner's management. In
addition, all clients with whom the Respondent has interacted directly
or indirectly, and who may have been introduced to the Petitioners, are
also the clientele of the Petitioners as all professional services rendered
by the Respondent to the said clients were rendered on behalf of the
Petitioners and not in their individual capacity. Therefore, the
Respondent has no separate clientele of her own, and all the
professional services were rendered for the Petitioners and the
Respondent never independently represented any client of the
Petitioners. It is pertinent to note that all clients introduced serviced by

the Respondent, are the clients of the Petitioners.

It is clear from the above that the Petitioners have the ownership rights
over all confidential information (which also includes client list, client
details and their matter related details), and any accountability or
liability arising from any unauthorized disclosure of the confidential
information in public, may cause irreparable injury and harm to
Petitioner?s reputation and revenue. Hence, it is imperative that this
Hon'ble Court grants interim reliefs or pass appropriate directions to

facilitate protection of the confidential information of the Petitioners.

It is pertinent to note herein that in terms of the Partnership
Agreement, the Respondent had specifically agreed that she will not
solicit or canvass or approach clients or connected entities of the
Petitioner Firms. Further, she had agreed that she will not solicit or
endeavour or assist any third party to solicit a qualified lawyer of the
Petitioners. Further, in terms of Clause 14.3, the Respondent had
agreed that on leaving the Petitioners she shall deliver all
property of the Petitioners in her possession or power to the
Petitioners. In terms of Clause 14.4, she had also agreed that she shall
enable the Petitioners to recover and get in the debts and other assets of
the Petitioners. However, the illegal and perverse actions undertaken

by the Respondent are in complete breach and violation of the said

 

18.

 

19.

.. 36
Clauses of the Partnership Agreement and the Respondent has carried

out the said acts to prejudice and cause losses to the Petitioners and

wrongful gains to herself.

That the Respondent has deliberately and willfully breached the terms
of the Partnership Agreement in a criminal conspiracy with others.
Additionally, the Respondent has failed to return all the confidential
information, files of all the litigation matters, computerized database
containing client information, proprietary client list, proprietary
potential client list, privileged information to the Petitioners. The
Respondent has not served 3 (three) months' notice period as required
under the Partnership Agreement, and has also failed to complete hand
over of all the pending and prospective matters as mentioned in detail
in notice dated October 05, 2016. Such conscious and arbitrary conduct
on the part of the Respondent has caused the Petitioners to apprehend
that the Respondent may continue to act in such manner to cause
losses, in terms of money, reputation and clients, to the Petitioners in

the absence of an interim order/ direction by this Hon'ble Court.

The Partnership Agreement executed with the Respondent is to be
governed strictly by the principles of confidentiality and by the
requirements of the client?attorney privilege. This is also necessary in
view of Rule 17 framed by Bar Council of India under Section 49(1)(c)
of the Advocates Act, 1961, which relates to the standard of
professional conduct and etiquette to be observed by the advocates.
Since some of the confidential information in the control possession of
the Respondent pertains to the client of the Petitioner Firms/ CAM and
is protected by client- attorney privilege under the law, the Respondent
is duty bound to return the same without disclosing the same to any
third party. This requirement emanates not only from the terms of the
Partnership Agreement, but arises independently out of the fiduciary
duty owed by the Respondent to 'the Petitioner Firms as a Partner
thereof to act in the best interest of the Petitioner Firms. It is submitted
that by continuing to retain such confidential information and using
the same, the Respondent has exposed and exposing the Petitioner

Firms to grave risks and consequences. Separately, the Respondent as




20.

 

33'

an advocate in the Petitioner Firms owe a fiduciary duty to its client,
which duty remains paramount, even during the period of transition of
a departing advocating. By retaining possession of all the litigation files
of the Petitioner Firms and withholding information about the next
date of hearing from the Petitioner Firms the Respondent is in gross

violation of this duty.

The Petitioners have every intention of invoking arbitration in terms of
the arbitration agreements contained in the Partnership Agreement and
the Retainership Agreement. The Petitioners will be taking appropriate
steps to report the above conduct of the ReSpondent, Other Associates
and others involved in this episode to the Bar Council for appropriate

disciplinary action, including disbarment from legal practice.

From the above, it is clear that a dispute has arisen between the
Petitioners and the Respondent as the Respondent has abruptly left the
engagement as Partner and Retainer of the Petitioner No. 2 Firm and
Petitioner No. 1 Firm reSpectively. and subsequently it has been
discovered that the Respondent, acting in a criminal conspiracy with
the Other Associates have extracted/ downloaded confidential
information belonging to the Petitioner Firms, with the malicious and
illegal intention to hand over the same to a third party in order to cause
wrongful loss to the Petitioners. Further, dispute has arisen because the
Respondent has made no lions ?de attempt to co-operate in the hand
over process or to return confidential documents, computerized
databases containing client information, proprietary client list.
proprietary/ potential client list, privileged information, files of all
pending and disposed litigation matters and other related information

of the Petitioners, which are in her possession.

The Petitioners have strong ground to believe that the Respondent may
continue to act in breach of the confidentiality and non-solicitation
clauses under the Partnership Agreement. and misuse the confidential
information of the Petitioners within her possession, to cause
irreparable loss to the Petitioners. in terms of money. clients and

reputation. Further, in the absence of any protection from this Hon?ble

 

24.

25.

Court, in the form of a direction/ order restraining the Respondent

from acting in the aforesaid manner, the Petitioners may have to

become silent spectators of the misconduct of the Respondent, which

would amount to a gross violation of the rights and interest of the

Petitioners.

Aggrieved by the above, the Petitioner has approached this Hon'ble
Court seeking the indulgence of this Hon'ble Court in restraining the
Respondent from acting, directly or indirectly, in any manner, in
breach of the confidentiality, non~compete and non-solicitation
clauses under the Partnership Agreement. Further, the Petitioners are
seeking the indulgence of this Hon?ble Court to pass a direction to the
Respondent to return all the confidential information including all the
litigation files, court diary without retaining copies, computerized
database containing client information, proprietary client list,
proprietary potential client list, privileged information, laptops
without retaining copies of the electronic records stored therein and
mobile phones belonging to the Petitioners, which are currently in her

possession, to the Petitioner Firms or its representatives.

In 'view of the above, the Petitioner's rights and interests need
immediate protection and therefore, the Petitioners are compelled to
file the present petition under Section 9 of the Act, against the
Respondent, seeking urgent relief in terms hereof. The Petitioners
further submit that it is evident from the facts set out hereinabove that
the Respondent is in a position to further prejudice the Petitioner?s
interest and the Petitioners apprehend that unless urgent relief is
granted as prayed for herein, the Petitioner's rights and interests
under the Partnership Agreement will be gravely, irrevocably and
adversely affected and the Petitioners will suffer grave and

irreparable harm, loss and prejudice.

Based on the Respondent's conduct, the Petitioners apprehend that
the Respondent has no intention to return the stolen confidential

information, files of all the litigation matters, court diary,

computerized databases containing client information, proprietary

 

26.

27.

39

client lists, proprietary potential client list, privileged information,
office laptops, mobile phones belonging to the Petitioners and
presently in her possession, and is acting in concert to transfer this
information to some third party in violation of the Partnership
Agreement. Thus, pending hearing and disposal of the arbitral
proceedings and until execution of the Arbitral Award passed therein,
it is just, necessary and in the interest of justice that the Respondent be
restrained from acting, directly or indirectly, in any manner, in breach
of the confidentiality, non-compete and non-solicitation clauses under
the Partnership Agreement. Further, it is necessary to pass a direction
to the Respondent to return all the confidential information, all the
litigation files, court diary vyithout retaining copies, computerized
database containing client information, proprietary client list,
proprietary potential client list, privileged information, office laptops
without retaining copies of the electronic record stored therein and
mobile phones belonging to the Petitioners, which are in her

possession, to the Petitioner Firms or its representatives.

It is submitted that both the Re5pondent and the Petitioner Firms
herein have a legal, contractual and ethical obligation to ensure that
the client's interests are represented completely, diligently and with
loyalty during the period of transition. It is therefore imperative that
Respondent herein serve her notice period under the Partnership
Agreement so as to ensure that that the interests of the clients are not

compromised, in any manner.

The Petitioners submit that they are entitled to all the reliefs as prayed
for in the present Petition, for the reasons more fully set out hearin. In
the premises aforesaid, the Petitioners submit that they has made out
a strong p?mafacx?c case and it is just, right, proper and convenient that
this Hon?ble Court be pleased to grant reliefs as prayed for by the
Petitioner. Unless reliefs as prayed for herein are granted, the
Petitioners will suffer grave and irreparable prejudice, harm and
injury. As against that, no prejudice will be caused to the Respondent
if reliefs as prayed for are granted. The balance of convenience is

clearly in favour of the Petitioners and against the Respondent.

28.

 

if 0
The dispute arising hereunder is referable to arbitration under the
arbitration Clause provided under .Clause 26.10 to 26.17 of the
Partnership Agreement and Clause 10 of the Retainership Agreement.
In terms of the said Clauses the arbitration would be conducted by a

sole arbitrator, in accordance with the provisions of the Arbitration

and Conciliation Act, 1996.

Clauses 26.10 to 26.17 of the Partnership Agreement are reproduced

herein below:

"Arbitration

Any Dispute which is not resolved in accordance with clauses 26.2 to 26.9
(inclusive) above shall be referred to and finally resolved by arbitration in
Mumbai under die Arbitration and Conciliation Act 1996 (the "1996 Act").

26.} The arbitration shall be conducted before a sole arbitrator. The parties shall
endeavor to agree to the name of the sole arbitrator failing which the
Managing Partner shall appoint the sole arbitrator in the manner provided for
in clause 26.12.

26. l2 A list of potential arbitrators is included in Schedule 4, ?'om which the parties
shall endeavor to select the arbitrator. The Representative Partners may update
the list ?-om time to time and shall notify the Partners of am: such updated list.
in the event that none of these arbitrators is available. the parties shall appoint
a judge ?'om the High Court of Bombay or the Supreme Court oflndia. having
retired no more than ?ve years prior to the arbitration commencing. In the
event that the Managing Partner is a party to the Dispute (by virtue of being a
Representative Partner or by virtue of consolidation pursuant to clause 26. l6.
or otherwise). the appointment shall be made by the Managing Partner only
from the list of potential arbitrators in Schedule 4, or by the Strategic Advisory
Board where none of the potential arbitrators in Schedule 4 are available or

willing to act as arbitrator.

26.13 The parties agree that the fact that the arbitrator has worked with or continues
to work with the parties shall not be a ground to object to the appointment and
continuation of the arbitrator. However, the arbitrator will disclose any
relationship with the parties prior to his or her appointment, and therea?er any
new relationship with the parties during the arbitration. Such a disclosure shall
be su?'icient for the purposes of the arbitration and will not impact his or her

continuance as an arbitrator.

26.14 The arbitrator shall be ?ee to decide the procedure to be fbllowed in the

arbitration. The arbitration shall be conducted in English.



26.l5 The parties undertake as a general principle to keep confidential all awards
and orders in the arbitration. as well as all materials created for the purpose of
the arbitration and documents produced by another party in the arbitration not
otherwise in the public domain. save and to the extent that a disclosure may be
required of a party by legal duty. to protect or pursue a legal right or to
enforce or challenge an award in bonafide legal proceedings before a court or
other judicial authority. This con?dentiality also applies to the arbitrator and
any experts appointed in the arbitration.

26.l6 All parties to this Agreement consent to be joined to any arbitration
commenced under this Agreement. Where related arbitration proceedings are
proposed or commenced under this Agreement. or any Relevant Agreement.
which deal with the same parties and the some or similar subject matters, the
parties agree that the arbitrator in the first-filed of such proceedings may in his
or her discretion (where he or she considers that the interests of justice and
e?iciency so require) order that they be consolidated into a single set of

proceedings before him or her and disposed of in one or more awards as the

 

arbitrator shall decide. Where such a consolidation order is made. the
arbitrator in the ?rst-?led arbitration shall immediately. to the exclusion of
other arbitrators. have jurisdiction to resolve finally the later-filed dispute(s)
covered by such order. and any appointment of an arbitrator in relation to such
later-filed dispute(s) will terminate immediately and the arbitrator will be
deemed to be discharged This termination is without prejudice to the validity
of any act done or order made by that arbitrator or by any court in support of
that arbitration before that arbitrator's appointment is terminated; his or her
entitlement to be paid proper fees and disbursements: and the date when any
claim or defense was raised for the purpose of applying any limitation bar or
any similar rule or provision.

26. 7 The arbitrator shall issue his or her decision in the farm of a final and binding
award. The arbitrator shall be entitled to award any remedy he or she
considers appropriate in accordance with the i996 Act, including but not
limited to damages. injunctions against any party to the Dispute. speci?c

performance and any equitable relie 

Clauses 10 of the Retainership Agreement is reprqduced herein below:

i 0. Governing Law and Dispute Resolution

Governing Law

This agreement and any dispute or claim arising out of or in connection with it or
its subject matter, existence. negotiation, validity. termination or enforceability
(including nan-contractual disputes or claims) (a "Dispute") shall be governed by
and construed in accordance with the laws of lndia. and shall be resolved in
accordance with the procedure in this paragraph 0.

Negotiation

(ii) The parties shall first attempt to resolve any Dispute between them amicably
through direct discussion. The party raising any Dispute shall serve written
notification of the Dispute to the other party (a ?Dispute Notice Within 30 days

 







of the service of a Dispute Notice. a representative of each party with authority to
settle the Dispute shall meet to seek to resolve the Dispute.

if the members of the Firm Leadership are direct parties to the Dispute, and if the
Managing Partner deems it necessary in the circumstances. the independent
Members on the Partnership Council or Strategic Adviswy Board (or both) shall
assist in the conduct of the discussions referred to in paragraph 10 to attempt to
resolve the Dispute.

if within 30 days of service of the Dispute Notice no meeting has taken place
between the party representatives or the Dispute has not been resolved, the Dispute
may 'be referred by any party to the Dispute to mediation in accordance with
paragraph l'0(v) to (inclusive).

Mediation

(V)

(vi)

(vii)





if the Dispute is not resolved in accordance with paragraphs 10(ii) to 
(inclusive). the parties to the Dispute shall attempt to settle it by mediation in
accordance with the CEDR Model Mediation Procedure. The parties shall
endeavour to agree a mediator, failing which the mediator shall be appointed by the
Managing Partner, or his or her designee. The mediation shall be conducted in
Mumbai.

Subject to the CEDR Model Mediation Procedure, and paragraph 10(vii) and
paragraph below. the mediator may determine the procedure of the
mediation.

The parties agree that any mediation shall be strictly con?dential and without
prejudice to any rights of a party under this Agreement or any Related Agreements.

Every person involved in the mediation will keep confidential all
information arising out of or in connection with the mediation (including
all statements, representations and offers made during the mediation),
including the fact and terms of any settlement. but not including the fact
that the mediation is to take place or has talcen place or where disclosure
is required by law. or to implement or to enforce terms of settlement or to
notify their insurers. insurance brokers and/or accountants; and

b. The parties acknowledge that all such information passing between the
parties, the mediator and/or CEDR, however communicated is without
prejudice to org; party's legal position and may not be produced as
evidence or disclosed to any judge, arbitrator. regulator, investigator or
other decision-maker in any legal or other formal process.

Unless otherwise agreed by the parties in writing. each party to the Dispute shall
share the mediation fees and expenses equally and also to bear its own legal and
other costs and expenses of preparing for and attending the mediation.

To initiate the mediation, any party to the Dispute must give notice in writing
(?Mediation Notice") to the other party/ies to the Dispute requesting a mediation.
The mediation will commence not later than 30 days after the date of service of the
Mediation Notice. if the Dispute has not been resolved through mediation within 60
days of the date of service of the Mediation Notice. any party to the Dispute shall be
entitled to refer the Dispute to arbitration in accordance with paragraphs l0(x) to
l0(xvi) (inclusive).

Arbitration





Any Dispute which is not resolved in accordance with paragraphs 10(ii) to 1000
(inclusive) above shall be referred to and finally resolved by arbitration in Mumbai
under the Arbitration and Conciliation Act 1996 (the ?l996 Act 

The arbitration shall be conducted before a sole arbitrator. The parties shall
endeavour to agree to the name of the sole arbitrator. failing which the arbitrator
Managing Partner shall appoint the sole arbitrator in the manner provided for in
clause 0(xii).



 

29.

30.

(xii)

(sun

(xiv)

(xv)

(xvi)

(xvii)

A list of potential arbitrators is included in Schedule 4 of the SPPD, ?rom which the
parties shall endeavour to select the arbitrator. The Representative Partners may
update the list ??om time to time. In the event that none of these arbitrators is
available. the parties shall appoint a judge fir-om the High Court of Bombay or the
Supreme Court of lndia. having retired no more than five years prior to the
arbitration commencing. in the event that the Managing Partner is a party to the
Dispute. the appointment shall be made by the Managing Partner only from the list
of potential arbitrators in Schedule 4. or by the Strategic Advisory Board where
none of the potential arbitrators in Schedule 4 are available or willing to act as
arbitrator.

The parties agree that the fact that the arbitrator has worked with or continues to
work with the parties shall not be a ground to object to the appointment and
continuation of the arbitrator. However. the arbitrator will disclose any
relationship with the parties prior to his or her appointment. and therea?er any new
relationship with the parties during the arbitration. Such a disclosure shall be
su?icient for the purposes of the arbitration and will not impact his or her
continuance as an arbitrator.

The arbitrator shall be ?ee to decide the procedure to be followed in the
arbitration. The arbitration shall be conducted in English.

The parties undertake as a general principle to keep con?dential all awards and
orders in the arbitration, as well as all materials created for the purpose of the
arbitration and documents produced by another party in the arbitration not
otherwise in the public domain. save and to the extent that a disclosure may be
required of a party by legal duo?. to protect or pursue a legal right or to enforce or
challenge an Ward in bona fide legal proceedings before a court or other judicial
authority. This con?dentiality also applies to the arbitrator and any experts
appointed in the arbitration.

All parties consent to be joined to any arbitration commenced under this agreement.
Where related arbitration proceedings are proposed or commenced under this
agreement. or any Relevant Agreement. or any other retainership agreement. which
deal with the same parties and the same or similar subject matters, the parties
agree that the arbitrator in the first-?led of such proceedings may in his or her
discretion (where he or she considers that the interests of justice and e?iciency so
require) order that they be consolidated into a single set of proceedings before him
or her and disposed of in one or more awards as the arbitrator shall decide. Where
such a consolidation order is made. the arbitrator in the first-filed arbitration shall
immediately. to the exclusion of other arbitrators. have jurisdiction to resolve
finally the later-?led dispute(s) covered by such order. and any appointment of an
arbitrator in relation to such later-filed dispute(s) Will terminate immediately and
the arbitrator will be deemed to be discharged This termination is without
prejudice to the validity of any act done or order made by that arbitrator or by any
court in support of that arbitration before that arbitrator's appointment is
terminated: his or her entitlement to be paid proper fees and disbursements; and the
date when any claim or defence was raised for the purpose of applying any
limitation bar or any similar rule or provision.

The arbitrator shall issue his or her decision in the form of a final and binding
award. The arbitrator shall be entitled to award any remedy he or she considers
appropriate in accordance with the 1996 Act. including but not limited to damages.
injunctions against any party to the Dispute. specific performance and any
equitable relief .

The Petitioners have not filed any other Petition in respect of the

subject matter of this Petition either in this Hon?ble Court or any other

High Court in India or in the Hon?ble Supreme Court of India.

The Petitioners have their respective offices in Mumbai. The

Partnership Agreement and the Retainership Agreement were both

executed in Mumbai. The seat and venue of arbitration both under the

 

 

31.

32.

33.

34.



Partnership Agreement and Retainership Agreement is Mumbai and
in terms of the Clause 26.18 of the Partnership Agreement and Clause
the courts in Mumbai have exclusive jurisdiction. The e-
mails/ letters sent by the Respondent were received by the Petitioners
in Mumbai. Part of the cause of action has arisen in Mumbai and
therefore this Hon'ble Court has jurisdiction to entertain, try and

dispose of the present Petition.

The Petitioners have paid the appropriate fixed court fees in respect of
this Petition.

Mr. Cyril Suresh Shroff, Managing Partner of the Petitioner Firms
herein is conversant with the facts of the case and is able and

authorized to depose to the same, has declared this Petition.

The Petitioners will rely upon documents, a list whereof is annexed

hereto.

In view of the facts and circumstances and the submissions made, it is

most respectfully prayed that this Hon?ble Court may be pleased to:

Pending the hearing and final diSposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein, restrain the Respondent from directly or
indirectly, in any manner, disseminating and/ or disclosing
and/ or divulging and/ or copying and/ or otherwise
reproducing the confidential information, computerized
database containing client information, proprietary client list,
proprietary potential client list, privileged information of the
Petitioners for gain or otherwise to any third party, and/ or
exploiting and otherwise using the confidential information of
the Petitioners except as may be expressly permitted by the
Petitioners and/ or in any manner acting in breach of the
negative covenant contained in Clause 3 (xii) and 5 of the
Retainership Agreement and Clauses 11.1.15, 11.2, and 13.17 of
the Partnership Agreement;

 





Hf

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein, restrain the Respondent from directly or
indirectly, in any manner, soliciting the clients of the Petitioner
Firms for a period of three months from 06 October 2016 Le.
until 06 January 2017 and or in any manner acting in breach of
the negative covenant contained in Clause 3(xii) of the
Retainership Agreement and Clauses 13.7, 13.8, 13.9, 13.12 of
the Partnership Agreement;

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein, restrain the Respondent from directly or
indirectly, in any manner, from competing with the Petitioner
Firms in Chennai including by joining or continuing her
engagement with a competing firm of whatsoever nature,
which has an office in Chennai and/ or carrying on business
similar to that of the Petitioner Firm for a period of three
months from 06 October 2016 Le. until 06 January 2017 and/ or
in any manner acting in ach of the negative covenant
contained in Clause 3 (xii) of he Retainership Agreement and

Clause 13.13, 13.15, 13.14 of th Partnership Agreement;

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein, direct the ResPondent to deposit all the
confidential information, all the litigation files, court diary
without retaining copies, computerized database containing
client information, proprietary client list, proprietary potential
client list, privileged information, office laptops without
retaining copies of the electronic record stored therein and
mobile phones belonging to the Petitioners, which are in her
possession, in with this Hon'ble Court and permit the

Petitioner Firms and/ or its representatives to access the same

 

 

(-3)









on such terms and conditions as this Hon'ble Court may deem

fit;

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the arbitral award
passed therein, be pleased to appoint a Court
Commissioner/ Authorised Officer/ administrator to enter the
premises of the Respondent and other places which in the
control/ in?uence of the Respondent along-with the Petitioners'
representative, to search for, remove and/ or detain any
confidential information belonging the Petitioners, including
on any media, including but not limited to personal email
accounts, external storage devices, media cards, CDs, and

etc and deposit the same with this Hon'ble Court;

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein, be pleased to restrain the Respondent, directly
or indirectly from approaching, canvassing, rendering services
or otherwise dealing with any client who was contacted using

the confidential information belonging to the Petitioners;

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein direct the Respondent to do all such acts and
deeds, either through herself or by making available such
Other Associates who have parted ways with the Petitioner
Firms under her in?uence and control and that may be
required to assist the Petitioners in transitioning all the matter
handled by the Chennai office to the representatives of the
Petitioners for a period of three months from 06 October 2016
is. until 06 January 2017 under the supervision and direction of

this Hon'ble Court;

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award

 





(1)

99?

passed therein direct the Respondent to disclose the following

on oath by giving full particulars and details:

i. Clients of the Petitioner Firms already solicited by
the Respondent;

ii. Confidential Information belonging to or relating
to the Petitioner Firms in the Respondent's

possession and control;

Confidential Information belonging to or relating
to the Petitioner Firms which has already been
disclosed or divulged by the Respondent to third

party including to any competing firm;

iv. Whereabouts of the Confidential Information
belonging to or relating to the Petitioner Firms
including client files and papers that were

removed from the Petitioners' Chennai Office.

Pending the hearing and final disposal of the arbitration
proceedings and until the enforcement of the Arbitral Award
passed therein, appoint an independent third party forensic
inspector to conduct a forensic insPection of the Respondent
including her computers/laptops/ phone; to confirm that the
Respondent has not retained any of the Petitioners confidential

information;

Pass order for ad-interirn reliefs in terms of prayer to 

above;
for costs of this petition; and

Pass any such further order(s) that this Hon?ble Court may

deem fit in the facts and circumstances of the present case.

FOR THIS ACT OF KINDNESS THE PETITIONERS ABOVENAMED
EVER BE DUTY BOUND TO PRAY

    
 

For Cyril Amarchand Mangaldas
South



Mr. Cyril Suresh Shroff
(Managing Partner)

For Cyril Amarchand Mangaldas

Mr. Cyril Suresh Shroff

(Managing Partner)

VERIFICATION

I, Cyril Suresh Shroff, Managing Partners of the Petitioners above named, do
hereby solemnly declare and state that what is stated in paragraphs 1 and 32
are true to my personal knowledge and what is stated in paragraphs 2 to 11
are1 based on the information and records maintained by the Petitioners,
which I believe to be true and correct land what is stated in paragraphs are stated on legal advice and I believe the same to be true.

Notarised at Wigbai . 

aforesaid this day of October 2016 

a . Before me,

?x 
pW ?ca'm?jwle

Advocates for the Petitioners. PETER J. COUTINHO

. . OTARY GOVT. OF mom
anal Dat?zl??s?lgms W09- "50- 506- 
,Nolarial Register No 041 "am" cm Rd"

PeletJ. Coutlnho-Notary Mahamhlra.

It 

We are not the Member of' the
Welt-a; rum! therefore the Stamp
of Rs. is not affixed here to.

9?

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICTION
IN COMMERCIAL DIVISION
COMMERCIAL ARBITRATION PETITION NO. OF 2016

In the matter of Arbitration and
Conciliation Act, 1996

And

In the matter of Section 9 of the
Arbitration and Conciliation Act, 1996
(?the Act")

And

In the matter of clause 26.10 of the

 

Amended and Restated Partnership
agreement dated April 21, 2015 entered
into the partners of Cyril Amarchand
Mangaldas South.

1. Cyril Amarchand Mangaldas, a
partnership firm, governed by the
provisions of the Indian Partnership Act,

1932, and having its office at Peninsula

1


I
Chambers, Floor, Peninsula Corporate 
Park Ganpatrao Kadam Marg, Lower 
Parel, Mumbai 400 013 through its 
Managing Partner, Mr. Cyril Suresh 
Shroff 
2. Cyril Amarchand Mangaldas South, a
partnership firm, governed by the

1932, and having its office at Apartment

1

provisions of the Indian Partnership Act, I
I
No 111 (1) and (2), Third Floor, Lentin 1

 

50

Chambers, Dalal Street, Fort, Mumbai - 
400 023, through Mr. Cyril Suresh Shroff I 

Versus

Dorothy Thomas, an Indian inhabitant, residing 
at Villa 23, Tangirala Ananta Thoraipakkarn, 

Chennai.

To,

The Registrar (0.5.) Prothonotary 8.: Senior Master
High Court

Bombay.

Sir, -
We,(1) Cyril Amarchand Mangaldas and (2) Cyril Amarchand
Mangaldas South, the Petitioners above named do hereby appoint M/s.
Beri 8: Co., having their office at 52, ABC Business Centre, 43, Great
Western Building, N. M. Street Extn., Fort, Mumbai 400 023, to act,

appear and plead for us in the above matter.

IN WITNESS WHEREOF we have set and subscribed our hands to this

writing at Mumbai.



Dated this 11th day of October, 2016

Accepted:
For Cyril Amarchand Mangaldas 5
M/s. Beri 8r. Co.

PM Cyril Shroff

Advocates for the Petitioner 

Advocate Code No. 15935? (Managing Partner)

Reg. No. (0. S.) 7333

For Cyril Amarchancl Mangaldas
South



Cyril Shroff
(Managing Partner)

 

IN THE HIGH COURT OF IUDICATURE AT BOMBAY

IN ITS COMMERCIAL DIVISION
ORDINARY ORIGINAL CIVIL IURISDICIION
COMM. ARBITRATION PETITION No. OF 2016

Cyril Amarchand Mangaldas 8.: Petitioners

Versus

Dorothy Thomas Respondent 3

VAKALATNAMA
Date this day of October, 2016

1.1?

s. Beri Co.,
52, ABC Business Centre,
43, Great Western Building,
N. M. Street Extn., Fort, Mumbai - 400 023,
Advocates for the Petitioner

5/

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL ION
IN ITS COMMERCIAL DIVISION



COMMERCIAL ARBITRATION PETITION NO. OF 2016

Cyril Amarchand Mangaldas Am. Petitioners

Versus

Dorothy Thomas Respondent

MEMORANDUM OF ADDRESS OF THE PETITIONERS

 

C/o M/s. Beri 
52, ABC Business Centre,
43, Great Western Building,
N. M. Street Extn., Fort, Mumbai - 400 023,
Advocates for the Petitioners

 



Advocates for the Petitioners

 



IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL ION
IN ITS COMMERCIAL DIVISION

COMMERCIAL ARBITRATION PETITION NO.

Cyril Amarchand Mangaldas 8r Anr.

Versus
Dorothy Thomas
LIST OF DOCUMENTS
Sr. No. Particulars

1. Copy of the Partnership Agreement dated 21I
April, 2015

2. Copy of the Retainership Agreement datet
115tMay, 2015 executed between Respondent No
1 and Petitioner No. 1 Firm.

3. Copy of the email dated 25th September, 201!
from the Respondents to the Managing Partner 0
the Petitioners.

4. Copy of Retainership Agreement executec
between Petitioner and Mr. Aniruddha Ghosh

5. Copy of the email dated 5?1 October, 2016 from
the Managing Partner of the Petitioners to th:
Respondent.

6. Copy of the email dated 5th October, 2016 from
the the Respondent to the Managing Partner 0
the Petitioners.

7. Copy of the email dated 5?h October, 2016 iron
the the Respondent to the Managing Partner 0
the Petitioners.

8. Copy of the notice dated 5?11 October, 2016 tron
the Advocates of the Petitioner to inter alia 
Respondent

9. Copy of the email dated 5th October, 2016 fron
the the Respondent to the Managing Partner 0
the Petitioners together with the enclosure:
thereto.

10. Copy of the reply dated 6?1 October, 2016 from thu

Advocates of the Respondent to the Advocates 
the Petitioners. -

OF 2016

Petitioners

Respondent

 

11.

12.

13.

14.

15.

16.

17.

18.

19.

Copy of the email dated 6th October, 2016 iron
the Managing Partner of the Petitioners to thu
Respondent. -

Copy of the email dated October, 2016 from
the the Respondent to the Managing Partner 0
the Petitioners.

Copy of the email dated 8th October, 2016 from
the Advocates of the Petitioner to the Advocate:
for the Re3pondent

Copy of the email dated 10lh October, 2016 or
behalf of the Petitioners to the Responden
together with the enclosures thereto.

Copy of the undertaking dated 10?? October, 201!
provided by the Respondent.

Copy of the email dated 10'h October, 2016 or
behalf of the Petitioners to the Respondent.

Copy of the email dated 10th October, 2016 or
behalf of the Petitioners to the Responden
together with the enclosures thereto.

Transcript of the Whatsapp Chat of groups name:
"Dorothy Team" and Joinees."

Any other document or correspondenc:
produced with leave of this Hon'ble Court.

 

- I


 
Ewm?lf? A4

7/ 
4\


.2015

55?

 

AMENDED AND .RESTATED DEED OF
PARTNERSHIP OF .
CYRIL AMARCHAND MANGALDAS SOUTH

 

 

 

 

5f

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

Clause Headings Page
I. DEFINITIONS AND INTERPRETATION 
2. COMMENCEMENT . 
3. CONSTITUTION OF THE PARTNERSHIP 
4. GOVERNANCE 
5. CAPITAL a
6. PROFITS. DRAWINGS AND LOSSES . In
7. ASSETS II
a. ACCOUNTS AND AUDITORS .. . 12
9. PARTNERS -. 13
I0. OBLIGATIONS 0R PARTNERS 13
II. PROHIBITIONS ON PARTNERS .- I6
12. EXIT OF PARTNERS -- 18
13. PROTECTION OF THE PROTECTED ENTITIES ON THE EXIT OF

PARTNERS -2I
14. POSITION OP OUTGOING PARTNERS .29

15.
16.

 

ENTITLEMENTS OF OUTGOING SALARIED PARTNERS 30
ENTITLEMENTS 0F OUTGOING REPRESENTATIVE PARTNERS 

 

 

 

 

 

 

 

 

 

 

 

l7. GARDENING LEAVE --31
Is. INDEMNIFICATION 34
19. DISSOLUTION OF THE PARTNERSHIP -- as
20. ALTERATIONS To THE AGREEMENT AND EXECUTION OF DOCUMENT835
21. FAMILY 36
22. COUNTERPARTS .37
23. PROCEEDINGS .37
24. ENTIRE AG REEMENT. WAIVER AND 33
25. NOTICES 39
26. GOVERNING AND DISPUTE RESOLUTION .. 40
SCHEDULE I PARTNERS. .44
SCHEDULE 2 DEED 0F ACCESSION . 46
SCHEDULE 3 DEED OF RETIREMENT .. . 
SCHEDULE 4 PREFERRED ARRITRATORS. .. 4s

 

SCHEDULE 5 DEFINITIONS AN INTERPRETATION .49

 

 



 



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this AGREEMENT Is made by way on Ae?k 2\ KS.
4 BETWEEN: -
:3 Each of those persons listed in Schedule I of this Agreement (each a ?party").

it WHEREAS:
(A) The Partnership was established on 24 February 2015 by 033 and (the
13 ?Existing Partners") and the Existing Partners entered into an interim partnership
agreement on that date.
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(B) The Existing Partners now wish to amend and restate the interim partnership
agreement in accordance with the terms of this Agreement.

(C) The Existing Partners wish to admit the other persons listed in Schedule I of this
.1 Agreement as Partners in the Partnership and the other persons listed in Schedule
I of this Agreement wish to be admitted as Partners in the Partnership.

(D) The Partners have agreed, with effect tram such date as is determined by the
. Representative Partners in writing (the "Commencement Date?), to carry on
'1 business as partners in the profession and business of solicitors and advocates
under the name and style of ?Cyril Amarchand Mangaldas". 

 

 

WMHARASHTRA - I T653453



 



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(E) The Finn's vision is to be the biggest and best independent law ?rm in India. with
market leading positions in its chosen areas of practice and geographies and with
the strongest brand in the Indian legal marlcet.

IT IS AGREED as follows:
1 1. DEFINITIONS AND INTERPRETATION

The provisionsofScheduie 5 shall apply.
1 2. COMMENCEMENT
2.1 This Agreement shall become effective on the Commencement Date 

 

 

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- 2.2 111: Rapmmuliv: Farmers shall inform thI: Putnam to the actuai

Gain.

.1. OF THE PARTNERSHIP

a Business I '31

3.1 The principai activilics of Pummhip sluii b: carrying an the of
:ulicilmz, admins and legal a?viacrs in Bangalore and Chennai and
such ulnar parts an? India and such 031:: parts arm: work! as may bu dummimd

.i in with the provisions ofthis and my Refavan! Amen 

 

 

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Name

3.2 The name of the Partnership shall be Cyril Amarehand Mangaldas South (or such
3 name as may be determined by the Representative Partners) for so long as
permitted by. and pursuant to. the terms of the Name Licence Agreement and the
relevant sub-licence entered into between the Partnership and the Equity
Partnership pursuant to the terms of the Name Licence Agreement. 
3

Registered office of the Partnership
3.3 The registered of?ce of the Partnership shall be Apartment No ill (2), Third

1 Floor, Lentin Chambers, Dale! Street, Fort, Mumbai 400 023 or such other place
within Mumbai as the Representative Partners may from time to time determine.


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3.4 The Partnership shall not he a partnership at will and shail exist for an initiaf

period of It] years {mm the Cmnmemement Date [uf each shorter term as may

apply accordance with the meme ufa Reta-ant Agreement} whim dimlved in
accordance with the terms of this Agreement. .

3.5 The term of the Purim-mid}: may be extended by the Rem-cumin Putnam in
.1 anew-dam: with the Iiheetjans af?rm Lea?erahip accordance with the ten-n5 of
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4. GOVERNANCE 
4.1 The Representative Partners shall solely be severally responsible for the day-to-
il day management of the Partnership and shall be entitled to take any and all

decisions on behalf oflthe Partnership, and execute all and any documents in order
ii to bind the Partnership. whether set otit in this Agreement or otherwise. but
subject to the provisions of any Relevant Agreement.

?1 4.2 The Representative Partners shall at all times act in accordance with the
instructions, directions and decisions of the Firm Leadership. The Partners shall

be bound by the instructions, directions and decisions of the Firm Leadership as
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4.3 The Representative Partners shall be entitled to delegate their powers and
responsibilities as they see including specifying the duties and responsibilities

of any holder of executive-of?ce and any committee. executive body or
?1 individual. 

4.4 Where there is more than one Representative Partner, each Representative Partner
may exercise all powers of governance alone notwithstanding the- presence,

absence or Exit of any other Representative Partner.
5. CAPITAL 
5.1 The Representative Partners shall have the power to fund, or procure the funding
5 o?'the Partnership?s capital requirements through such sources as they think 93

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PROFITS, DRAWINGS AND Lossas'
Calculation of pro?ts and losses .

The Representative Partners shall make all necessary arrangements for the
calculation of the pro?ts of the Partnership for each Accounting Period


Pro?ts

Without limiting clause 18.3, the pro?ts and losses of the Partnership shall belong
to and be borne by all the Partners with each Salaried Partner entitled to his or her
Fixed Pro?t Share and each Representative Partner entitled to his or her Variable

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6.3

6.4

6.5

6.6

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66

Each Partner shall. have a Current Account, to which shall be credited his or her
Fixed Pro?t Share (in the case of a Salaried Partner) or Variable Pro?t Share (in
the case of a Representative Partner) and any other sums of a current nature, and
to which shall be debited any losses as soon as the annual accounts for the
relevant Accounting Period are approved by the Representative Partners in
accordance with clause 8.

For the purposes of clause 6.2, where a Partner is a Partner for only part of an
Accounting Period, his or her entitlement or allocation (whether as regards pro?ts
or losses) for that period shall be calculated as a proportionate part of the amounts
to which he or she would have been entitled or allocated had he or she been a
Partner for the whole of that period, the proportion being equal to that which the
number of days in the period during which he or she was a Partner bears to the
number of days in the Accounting Period.

The Representative Partners shall hold all Pro?ts of the Partnership credited or
debited to their Current Accounts on behalf and for the bene?t of the Equity

Partnership.

Drawings

Partners shall be entitled to draw their share of the pro?ts from their Current
Accounts as directed by the Representative Partners and such Current Accounts
shall be debited by the amount of such drawings (less any deductions for Tax,
including withholding Tax) accordingly. -

ASSETS

The goodwill, assets and property of the Partnership are the property of the
Partnership but no Salaried Partner shall have any personal ?nancial interest in the
goodwill, assets or property of the Partnership, other than the Pro?ts in
accordance with clause 6. In particular no Salaried Partner has any personal
?nancial interest, title, right, claim or interest in the following:

7.1.1 any name or style that comprises or contains Cyril Amarchand Mangaldas
(or any part thereot) or any trade marks, service marks, logos, get-up,
domain names and trade names relating thereto (in each case whether
registered or not) (including any copyright in any of the foregoing) and the
goodwill symbolised by or associated with any of the foregoing or any
other name, style, trade mark, service mark, logo, get-up, domain name fOr
the time being under which the Partnership carries on business; the
goodwill, trade marks, service marks, domain names copyrights or other
intellectual property (in each case whether registered or not) of the
Partnership;

7.l.2 any appreciation in value of the assets owned or occupied by the
Partnership except in so far as recognised and recorded in the Partnership's
Accounts and expressly credited to individual Partners? Current Accounts;

or
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7.2

8.2

8.3

8.4

8.5

8.6

69?

7.1.3 any assets of the-Partnership ot' a type not recorded in the balance sheet in
the Partnership's Accounts.

0n Dissolution, the Representative Partners shall realise and distribute the assets
(net of any liabilities and expenses) of the Partnership among the Representative
Partners on behalf and for the bene?t of the Equity Partnership in such proportion
and on such terms as they see ?t in their absolute discretion. No Salaried Partner
shall have any personal financial interest or share therein.

ACCOUNTS AND AUDITORS

Keeping of accounting records

The Representative Partners shall procure that proper accounting records
complying with the applicable law and generally accepted accounting practices
are kept by the Partnership. The accounting records shall be kept at such place or
places as the Representative Partners shall determine.

Right of inspection

Salaried Partners shall not have the right to inspect the records of the Partnership
or any Related Firm without the prior consent of the Representative Partners.

Accounts and accounting policies

As soon as practicable aiier each Accounting Date, the Representative Partners
shall (unless they otherwise determine, but acting always in accordance with the
Relevant Agreements) procure that the Accounts shall be prepared and shall take
such other measures as they may consider to be necessary or desirable for the
purposes of the Relevant Agreements.

Upon approval by the Representative Partners on behalf of the Partners of any
Accounts prepared pursuant to clause 8.3, they shall be signed by not fewer than
two Representative Partners (or if there is only one Representative Partner, the
Representative Partner and any Salaried Partner .

Partnership Auditors

.The Representative Partners shall appoint the auditors of the Partnership from

time to time and shall determine their remuneration. The Representative Partners
shall ensure that the Partnership complies with its obligations under applicable
law in respect of the auditors of the Partnership.

Audit

The auditors ot' the Partnership shall. in accordance with applicable law and
auditing standards, and save to the extent that the Representative Partners might
otherwise determine. audit the Accounts in respect of each Accounting Period and
shall deliver opinions on the Accounts. as the case may be (in accordance with

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9.1

9.2

9.3

10.

10.]

6?

NEW PARTNERS
Admission of Partners

The Representative Partners shall have the power to admit a person as a Partner
and to specify whether such person shall be so admitted as a Representative
Partner or a Salaried Partner. in each case in accordance with the terms of this
Agreement, with the provisions of any Relevant Agreement and the then
applicable policies and processes of any committee of the Firm established to
consider promotions to Partner or admissions of Partners. A decision to admit a
person to the Partnership shall not require consent from any Salaried Partner.
Each Partner shall do all such acts and things as may be necessary or desirable in
connection with such admission. as may be directed by the Representative
Partners.

New Partner becomes a party

Upon admission as a Partner, a person shall become a party to this Agreement by
execution of a Deed of Accession referred to in clause or in such other form
as may be appropriate or as may be required by the Representative Partners.

Execution of documents

Each person on or prior to his or her admission as a Partner will execute and
deliver:

9.3.1 a deed of accession to the form of the Deed of Accession set out in
Schedule 2 or in such other form as may be required by the Representative

Partners;

9.3.2 any form or document required by applicable law in respect of becoming a
Partner;

9.3.3 any form or document required by any Regulatory Authority or Revenue
Authority in respect of becoming a Partner;

9.3.4 a power of attorney in the form required by the Representative Partners
pursuant to clause 10.3; and

9.3.5 such other documents or assurances required by the Representative
Partners for the purposes of this Agreeme t. 

OBLIGATIONS OF PARTNERS
Speci?c obligations
Each Salaried Partner must:

10.1.1 observe the directions of the Representative Partners and all others
delegated by them in respect of the management of the Partnership and
the Firm and observe the rules and policies laid down by the
Representative Partners including the rules as to independence, wg

 

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10.1.3

10.1.4

10.1.5

10.1.6

10.1.7

10.1.8

10.1.9

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69

in securities and con?icts of interest;

except to the extent that the Representative Partners otherwise agree,
wholly and exclusively employ himself or herself in the practice and
business of the Partnership and the Firm, devote the whole of his or her
time and attention thereto and use all reasonable care and skill and
endeavours in carrying out functions on behalf of the Partnership and the
inn and in promoting the Partnership and the Firm;

be just and faithful to the Partnership in all transactions relating to the
Partnership and the Firm, including avoiding a position of con?ict
between the Partner's own position and either his or her position as a
Partner or duty to the Partnership, and give ajust and faithful account of
the same and upon request from the Representative Partners provide a
full and correct explanation of any such transaction;

report to the Representative Partners if he or she becomes aware that a
Partner is soliciting, canvassing, inducing, encouraging or facilitating
another Partner or Related Firm Partner or Related solicitor or advocate
or other quali?ed lawyer to leave the Partnership or the Firm in a manner
which may be co-ordinated with or otherwise linked with that Partner or
where those persons may intend to work together in competition with the
Partnership or the Firm;

act in a manner becoming an advocate, solicitor or other lawyer in lndia,
or any part thereof. and in any other jurisdiction in which he or she is
quali?ed to practice (or actually practices as a foreign qualified lawyer)
including complying with applicable standards of professional etiquette;

conduct himself or herself in accordance with any policy in respect of
personal conduct and behaviour which may be issued by or on behalf of
the Representative Partners;

without delay inform the Representative Partners of anyProceedings or
any other proceedings in which the Partner is a defendant;

not solicit, canvass, induce, encourage or facilitate another Partner or
Related Firm Partner or solicitor or advocate or other quali?ed lawyer to
leave the Partnership or the Firm in a manner which may be co-ordinated
with or otherwise linked with that Partner or where those persons may
intend to work together in competition with the Partnership or the inn;

disclose to the Representative Partners (or such other person as
they may nominate for this purpose) all information material to be
known for the purposes of this Agreement or for noti?cation to, or filing
with, any Regulatory Authority, Revenue Authority or other relevant
authority (including noti?cation of any change of address);

duly and punctually pay and discharge his or her own separate and
private debts, taxes and liabilities and keep the Partnership and all other

Par-triers fully indemni?ed against any such separate or personal 


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10.2

1 0.3

10.4

90

private debts, liabilities or attachments and against all actions,
judgments. proceedings, costs. claims and demands or attachments,
receivership or injunctions in respect thereof;

10.1.11 if, without the consent of the Representative Partners, the Partner carries
on any business of a similar nature as and competing with the
Partnership or the Firm, account for and pay over to the Partnership all
pro?ts made by the Partner in that business; and

10.1.12 account to the Partnership or as the Representative Partners may direct
for any bene?t derived by the Partner without the consent of the
Representative Partners from any transaction concerning the Partnership
or the Firm or from any use of the preperty of the Partnership or the
Firm or its or their names or business connections.

Benefit of obligations

The covenants entered into by each Salaried Partner in clauses 10.1.1, 10.1.2,
10.1.3. 10.1.4, 10.15.10.115, 10.1.7, 10.1.8.10.1.9.10.1.10. 10.1.11. and 10.1.12
are given to the Representative Partners from time to time for themselves and on
behalf of the Partnership and each Related Firm, and each Salaried Partner agrees
that he or she will. at the request and cost of the Partnership, enter into a further
agreement with each other Related Firm (or any of them) if so required by the
Representative Partners whereby he or she will directly accept restrictions
corresponding to the restrictions in this Agreement.

Power of attorney

Each Salaried Partner hereby undertakes to ensure that there is for the time being
held by the Representative Partners a valid and subsisting power of attorney in a
form approved by the Representative Partners appointing each of the
Representative Partners as attorney to execute on the Partner's behalf the

following documents:
10.3.1 any Deed of Accession required to be signed by existing Partners;

10.3.2 any Deed of Retirement where that Partner is an Outgoing Partner or
required to be signed by existing Partners; and

10.3.3 any deed of amendment (or restatement) in respect of this Agreement or
any amended and restated deed of partnership of the Partnership. to reflect
any amendment validly authorised in accordance with the terms of this

Agreement.

The Representative Partner shall provide copies to the relevant Partner of any
document signed under such power of attorney.

The power of attorney referred to in clause 10.] is in addition to the power of
attorney set out in clause 20.5 of this Agreement and the authority constituted by

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10.5 All Partners shall be bound by a decision of the Representative Partners in
accordance with this Agreement and each Partner shall execute all documents and
do all such things as the Representative Partners in their discretion consider
necessary or desirable in connection with the implementation of the decision.
Bach Partner. if he or she fails or is unable to execute such documents or do such
other acts or things. hereby irrevocably authorises each of the Representative
Partners (and any Partner authorised by the Representative Partners) for the time
being to execute such documents and do such other acts or things for and on
behalf of such Partner.

Partners bound by decision

Flexible working arrangements

10.6 Subject to the provisions of any Relevant Agreement, the Representative Partners
may permit any Partner to work on a ?exible basis to take account of his or her
personal circumstances in accordance with any applicable Firm policies in relation
to such matters. The Representative Partners shall consult with any committee of
the Firm established to consider Salaried Partners' remuneration prior to
approving or making any material amendment to any such ?exible working
arrangements. -

ll. PROHIBITIONS ON PARTNERS

Prohibitions

11.1 No Salaried Partner may without the prior consent of the Representative Partners
(which may be given prospectively or generally in any case or class ofcases):

11.1.1 engage, directly or indirectly, in any business other than that of the
Partnership and the Firm or accept any directorship or administrative
appointment with any company or any public appointment save, in any
such case, in accordance with the guidelines and policies in respect of
such matters issued by or on behalf of the Representative Partners; or

11.1.2 use any of the Assets of the Partnership or the Firm or pledge its credit
except in the ordinary course of business and upon the account of, or for
the bene?t of, the Partnership or the Firm (or pledge the credit of other
Partners except indirectly through pledge of the credit of the Partnership
in accordance with this clause 1 or

11.1.3 lend money or property on behalf of the Partnership or the Firm
otherwise than in accordance with guidelines issued by or on behalf of
the Representative Partners; or

11.1.4 give or concur in giving any charge, mortgage or lien over any property
or Asset of the Partnership or the Firm; or

11.1.5 sign, draw, accept or endorse any bills of exchange, promissory notes or
other negotiable instruments on behalf of the Partnership or the Fig:
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92/

1 1.1.6 incur in the name and on behalf of the Partnership or the Firm any debt
in respect of a single transaction or series of transactions (otherwise than
for the account and with the authority of a client thereot) exceeding such
amount as the Representative Partners shall designate; or

11.1.? give any guarantee on behalf of the Partnership or the Firm; or

11.1.8 give credit to, act for or have any dealing with any person, company or
?rm with or for whom the Representative Partners shall previously have
directed not to deal or act; or

11.1.9 compromise or compound or release or discharge (except upon payment
in full) any debt due to the Partnership or the Firm otherwise than by
making a? reduction in fees for professional services if the Partner in
question considers the reduction expedient and it is made in accordance
with the guidelines issued by or on behalf of the Representative Partners;
or

11.1.10 assign, mortgage, charge, encumber or otherwise dispose of his or her
share or interest in the Partnership or the Firm or any part of it or enter
into any transaction entitling any other person to any interest in such
share or interest or any right under this Agreement; or

11.1.11 knowingly cause or suffer to be done anything as a result of which any
property or Asset of the Partnership or any of the Firm might be seized,
attached. taken in execution or otherwise endangered; or

11.1.12 expose the Partnership or the Firm to any undue risk or hazard or
Speculative transaction, whether as a Partner or in a personal capacity
(including but not limited to by entering into any bond or providing bail,
security or surety for any person providing any personal guarantee) or

11.1.13 be or become a claimant or plaintiff in any proceedings which might
adversely affect the reputation of the Partner, the Partnership or the
Firm; or

11.1.14 employ any employee of the Partnership or the Firm or dismiss any
employee other than in accordance with the relevant procedures issued - 
by or on behalf of the Representative Partners; or

11.1.15 disclose any Con?dential Information unless required to do so by a
court. Regulatory Authority or Revenue Authority of competent
jurisdiction and shall in any such case: .

(A) inform the Representative Partners of any disclosure so
required; and

(B) co-operate with the Representative Partners and take such steps as
the Representative Partners may reasonably require in order to
enable it to mitigate the effects of, or avoid the requiremen
any such disclosure; or i 2 

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12.

l2.i

I 2.2

12.3

)3

[1.1.16 act in contravention of any other guidelines or policies the
Representative Partners may from time to time introduce for the
Partnership including in relation to: accepting gifts, writing books and
papers and giving presentations; or

11.1.17 bind, or purport to bind, the Partnership in any other manner, save at the
express direction of the Representative Partners.

Con?dential Information

The prohibition on disclosure of Con?dential Information includes, without
limitation, any question, dispute, difference or matter regarding the Partnership or
the Partners or the Former Partners or any of them which is subject to the
provisions of clause 26 except that any Partner or Former Partner who is a party to
such question, dispute, difference or matter may consult with professional advisers
advising the Partner in connection therewith provided that the professional adviser
is made aware of the obligation of con?dence.

Benefit of prohibitions

The covenants entered into by each Salaried Partner in clauses ll.l.l, ll.l.2,
11.1.3, 11.1.4, ll.i.5, li.i.6, ll.l.7, il.l.8, 11.1.10, 11.1.11, ll.l.12,
11.1.13, 11.1.14, 11.1.15, 11.1.16, 11.1.1? and 11.2 are given to the
Representative Partners from time to time for themselves and on behalf of the
Partnership and each Related Firm, and each Salaried Partner agrees that he or she
will, at the request and cost of the Partnership, enter into a further agreement with
each other Related Firm if so required by the Representative Partners whereby he
or she will directly accept restrictions corresponding to the restrictions in this
Agreement.

EXIT OF PARTNERS

General

A Representative Partner shall retire in accordance with the provisions of a
Relevant Agrpement. For the avoidance of doubt, a Representative Partner shall
be entitled to retire from the Partnership without also retiring from the Equity
Partnership or any other Related Firm.

The application or enforcement of any of the provisions of this clause 12 may be
amended by the Representative Partners in connection with any Salaried Partner
retiring from the Partnership: in order to become a partner in the Equity
Partnership, (ii) in order to become a partner in another Salaried Partnership, 
in accordance with the provisions of any Relevant Agreement, or (iv) in such
other circumstances as the Representative Partners consider necessary.

Exit upon notice by a Partner

During the Foundation Year, a Salaried Partner shall be entitled to retire from the
Partnership by giving not less than three months' notice expiring no earlier than
the end of the Foundation Year~94

27/

12.4 Following the Foundation Year. a Salaried Partner shall be entitled to retire from
the Partnership on giving not less than three months? notice.

12.5 The Representative Partners shall be entitled to agree a reduced period of notice or
to agree a reduction in a period of notice already given. Any notice given
pursuant to this clause 12 shall be irrevocable unless the Representative Partners
otherwise agree. The relevant Salaried Partner shall cease to be a Partner on the

expiration of such notice.
Exit upon reaching mandatory retirement age

12.6 Unless the Representative Partners agree otherwise, each Salaried Partner must
retire (failing which he or she will be deemed to have retired) upon reaching the
age of 65. The Representative Partners, may, in their sole discretion extend a
Salaried Partner's retirement age by such period and on such terms as they deem
tit.

Exit upon notice to a Partner

12.? A Salaried Partner must retire as a Partner upon being given not less than three
months' notice by the Representative Partners. A Partner who has been given
notice to retire pursuant to this clause [2.7 shall automatically cease to be a
Partner on the expiration of such notice. The Representative Partners are not
required to give reasons to the Partner.

Exit upon notice for cause

12.8 A Salaried Partner shall cease to'be a Partner upon being given notice by the
Representative Partners. such notice to take immediate effect in the case of
clauses 12.8.2, 12.8.3, 12.8.5 ?and 12.8.6, and in all other cases to take effect on
such date as may be speci?ed in the notice (or otherwise agreed between the
Salaried Partner and the Representative Partners) where the Partner:

12.8.1 has committed an ?act of insolvency" in terms of the Presidency Towns
insolvency Act 1909 or the Provincial insolvency Act 1920. as the case
may be; or -

12.8.2 is adjudged or declared as an insolvent under the provisions of the
Presidency Towns insolvency Act 1909 or the Provincial insolvency Act
1920, as the case may be: or

12.8.3 has had an insolvency receiver (including an interim receiver) appointed
in respect her assets under the provisions of the
Presidency Towns insolvency Act 1909 or the Provincial insolvency Act
1920. as the case may be;

12.8.4 has committed a breach of any obligations under this Agreement which
is considered material by the Representative Partners; or

12.8.5 ceases to be enrolled with the Bar Council of india or has ceased to be
quali?ed to act as a lawyer in any jurisdiction in circumstances which

are?ppnsidered material by the Representative Partners or othervtZ 9:2/ 
?it;

    

?ag12.9

12.10

95/

ceases to have the appropriate professional qualification required to
exercise the Partner?s profession in respect of work for the Partnership or
the Firm; or

12.8.6 has acted in bad faith in any material respect in relation to the
Partnership or the Firm, its businesses or any of the partners of the
Equity Partnership, Salaried Partners, partners in any Related Firms,
employees or clients; or

[2.8.7 has been guilty of any conduct likely to give rise to the withdrawal or
imposition of conditions on any quali?cation, licence or other authority
to practice law issued to the Partnership or the Firm by any Regulatory
Authority; or

12.8.8 has for any reason whatsoever wilfully neglected, refused or omitted to
perform, or through the Partner's own default or neglect has become
substantially incapable of performing, the duties of the Partner; or

12.8.9 has been guilty of any ?agrantly immoral behaviour or of any ?agrant,
grave, deliberate or persistent breach or breaches of the ethics or
etiquette of the legal profeasion or any Regulatory Authority or of any
other conduct calculated or tending to injure the reputation of the
Partnership or the Firm or likely to have a serious adverse effect upon
the Partnership practice or the Firm; or

12.8.10 has failed to pay any moneys owing by the Partner to the Partnership or
the Firm within 60 days of the same being due; or

12.8.11 has done or suffered any act or thing which would be a ground for the
Dissolution of the Partnership by the court or for winding up or
dissolving of any entity within the Firm.

Exit upon notice for illness or other incapacliy

A Partner shall cease to be a Partner on service of notice to that effect given by the
Representative Partners such notice to take effect immediawa in the case of
clause 12.9.1 and to take. effect at such date as may be speci?ed in the notice (or
otherwise agreed by the Representative Partners) in the case of clause 12.9.1
where the Partner:

12.9.1 has become incapacitated whether by accident, illness, injury or otherwise
from performing all or any of the Partner's duties, obligations or
responsibilities under this Agreement for an aggregate period of more than
180 days in any period of 12 consecutive months: or

12.9.2 has become a "mentally ill person? in terms of the Mental Health Act
1987;

Exit upon death
A Partner shall cease to be a Partner upon his or her death and shall be deemed to

have retired as at that date. Where a Partner is deemed to have retired due lg: ?3


20

 

 



l2.ll

l2.12

13.

13.1

l3.2

91!

or her death, his or her estate or bene?ciaries, or both. shall have no entitlement or
interest in the assets of the Partnership.

Extension of notice period

if a Partner has given notice to or been given notice by the Partnership and he or
she:

12.11.! has been required by the Partnership to take Gardening Leave and has
failed to comply with the provisions of clause and 17.4.2 to any
material extent (and to the extent reasonably within his or her control);

01'

12.] L2 having not been required by the Partnership to talce Gardening Leave.
has failed to comply with the provisions of clause [7.6.2 to any material
extent (and to the extent reasonably within his or her control),

the Representative Partners may. at any time prior to the date on which the Partner
(the ?Defaulting Handover Partner?) would otherwise cease to be a Partner,
notify him or her that if he or she has not performed the obligations referred to in
clause DJ 1.1 or clause 12.l 1.2, as applicable (the ?Core Handover
Obligations") by the end of the Business Day prior to the date that would
otherwise be the date on which he or she would cease to be a Partner, his or her
notice period shall be extended on a rolling day by day basis until the earlier of:

12.1].3 the day following the date on which he or she has completed the Core
Handover Obligations in all material respects; and

12.1 1.4 any other date that the Representative Partner notifies the 
Handover Partner.

During the period from (but excluding) the date on which the Defaulting
Handover Partner would have ceased to be a Partner but for the provisions of this
clause until the date on which he or she actually ceased to be a Partner, he
or she shall not be entitled to any Fixed Pro?t Share unless otherwise determined

by the Representative Partners.

PROTECTION OF THE PROTECTED ENTITIES ON THE EXIT 0F
PARTNERS 

Application of protections

An Outgoing Salaried Partner shall be subject to the provisions of this clause 13
except to the extent that the Representative Partners in their sole and absolute
discretion may otherwise agree in writing with the Outgoing Salaried Partner.
These provisions shall not apply to an Outgoing Representative Partner.

Any relaxation or waiver of the provisions of this clause 13 in respect of an
Outgoing Salaried Partner will not affect the operation or effect of this clause in
respect of any other Outgoing Salaried Partner.

21

 

 

39?

[3.3 The restrictions and undertakings contained in this clause 13 shall not apply to
anything done by any Outgoing Salaried Partner to the extent done personally for
himself or herself or for any member of his or her family.

l3.4 The application or enforcement of any of the provisions of this clause 13 may be
amended by the Representative Partners in connection with any Salaried Partner
retiring from the Partnership in order to become a partner in the Equity
Partnership or any other Related Firm.

[3.5 The Representative Partners may certify whether any person is within any
de?nition or category Speci?ed in this clause 13.

Interpretation

In this clause 13:

?Advertisement" means any form of advertisement including websites, email
designs or wording, brochures, directory entries, stationery and press releases
promoting a practice for the provision of legal services;

?Client? means a person who at any time during the Prior Period was a client of
any of the Relevant Entities, was in negotiations with any of the Relevant Entities
with a view to becoming a cllent, or was in the habit of dealing with any of the
Relevant Entities and, in any such case, with whom the Outgoing Salaried Partner
had material dealings in the course of the performance of duties for any of the
Relevant Entities;

"directly or indirectly" includes references to acting alone orjointly with, or as
agent, consultant, partner, director, Partner or employee of, or: otherwise on behalf
of, any other person or through or by means of any other person; 

?Linked Partner? as regards an Outgoing Salaried Partner, means another
Partner, Related Firm Partner or Outgoing Salaried Partner or Former Partner or
Former Related Firm Partner whose Exit Date falls within 366 days before or after
the Exit Date of such Outgoing Salaried Partner, and, in the opinion of the
Representative Partners, whose departure ?om any of the Relevant Entities has
been co-ordinated with or otherwise linked with that of the Outgoing Salaried
Partner, or, in the opinion of the Representative Partners, where the Outgoing
Salaried Partner and the Linked Partner may intend to work together in
competition with any of the Relevant Entities;

?parent undertaking" means an undertaking which holds the majority of voting
rights in, or has the right to appoint or remove a majority of the board of directors
of, or otherwise has the right to control (or any combination of these) an
undertaking (a ?subsidiary undertaking");

?person" includes any person, ?rm, limited liability partnership, company, body
corporate, unincorporated association or other organisation or entit 

?Prior Period? means, in relation to any Outgoing Salaried Partner, the period of
two years preceding such Outgoing Salaried Partner's Exit Date; ?3


22

?to

 

 



"Protected Entities" means the Partnership, the Equity Partnership, the Related
Firms, any Other Business Ventures and the Former Firms;

"Quali?ed Lawyer" means an employee or consultant or err-employee or ex-
consultant of any of the Relevant Entities who is?e'ither a solicitor or advocate or
other quali?ed lawyer and with whom the Outgoing Salaried Partner worked or
had material contact, or over whom the Outgoing Salaried Partner exercised
control or responsibility. in the course of duties for any of the Relevant Entities,
during the Prior Period;

?Relevant Entities" means the Protected Entities and the Former Firms;

?Rendering Services" means. in relation to any Outgoing Salaried Partner,
rendering services or holding out as rendering services as a partner, employee,
consultant or agent of an organisation providing. inter alia, legal or other services
to clients (being persons other than the organisation concerned) of the same kind
as, or of a nature similar to, any of those provided or offered by the Outgoing
Salaried Partner on behalf of any of the Relevant Entities at any time during the
Prior Period and doing so in competition with any of the Relevant Entities and
?Reader Services" and ?Rendered Services" shall be construed accordingly;

"Restricted Area? means india and to the extent the Firm has opened an of?ce in
a jurisdiction outside of india and the Outgoing Partner has been based in such
of?ce in any capacity (partner or equivalent, salaried partner, fee-eamer Or
employee) for a material part of the Prior Period, in each case as
such Restricted Area may be amended from time to time as set out in a document
retained by the head of human resources, and available for inspection, for this
purpose (or noti?ed to the Partners in such other way as the Representative
Partners may determine from time to time). The Restricted Area for the purposes
of clause 13.13 shall, in respect of the Outgoing Partner, be the Restricted Area of
which the Outgoing Partner was so informed on the earlier of the date of: any
notice given to or by him or her pursuant to clause 12, and (ii) his or her Exit

Date;

"Restricted Period" means, in relation to any Outgoing Salaried Partner. the
period of three months from the Partner?s Exit Date: and

?Specified Competitor" means, in relation to any Outgoing Salaried Partner, a
signi?cant competitor of any of the Protected Entities in respect of Rendered
Services of the Outgoing Salaried Partner, as set out in a document retained by the
head of human resources, and available for inspection, for this purpose (or noti?ed
to the Partners in such other way as the Representative Partners may determine
from time to time). The Speci?ed Competitors of an Outgoing Partner for the
purposes of clause [3.15 shall comprise the Speci?ed Competitors applicable to
the Outgoing Salaried Partner of which the Outgoing Salaried Partner was so
informed on the earlier of the date of: any notice given to or by him or her

pursuant to clause 12, and (ii) his or her Exit Date. 

 

 

13.7

13.8

13.9

13.10

9?5

An Outgoing Salaried Partner who is concerned, engaged or interested in, or
carries on in any way, directly or indirectly, any business Rendering Services
(such business and the person carrying it on being hereafter referred to in this
clause 13 as a "Business? shall not at any time during the Restricted Period
directly or indirectly use his or her in?uence by reason of knowledge of the
business of any of the Protected Entities Or of any Client to cause or endeavour to
cause, or assist any third party to cause, any Client to transfer work undertaken by
any of the Protected Entities at the Exit Date to the Outgoing Salaried Partner or
to a Business.

In?uencing allocation of work by Client

Rendering Services to Clients and connected entities

An Outgoing Salaried Partner who is concerned, engaged or interested in, or
carries on in any way, directly or indirectly, a Business shall not, at any time
during the Restricted Period directly or indirectly, Render Services (including
sending any Advertisement) to:

13.8.1 any Client; or

13.8.2 any subsidiary undertaking or parent undertaking of a Client or
subsidiary undertaking of any such parent undertaking which the
Outgoing Salaried Partner knew had received or was to receive the
benefit of his or her work for that Client.

Soliciting, canvassing or approaching Clients and Connected Entities

An Outgoing Salaried Partner shall not, at any time during the Restricted Period
directly or indirectly, solicit (including sending any Advertisement) or canvass the
custom or business of, or approach (or in any such case endeavour to so solicit,
canvass or approach) in competition with the Partnership or a Related inn:

13.9.1 any Client; or

13.9.2 any subsidiary undertaking or parent undertaking of a Client or subsidiary
undertaking of any such parent undertaking which the Outgoing Salaried
Partner knew had received or was to receive the bene?t of his or her work
for that Client.

Rendering Services to Clients with Linked Partners and others

An Outgoing Salaried Partner who is concerned, engaged or interested in, or
carries on in any way, directly or indirectly, any Business which includes (or is to
include) any Linked Partner andlor Qualified Lawyer (together referred to in this
clause 13 as ?Third Parties?) shall not, at any time during the Restricted Period
directly or indirectly, Render Services to:

1110.1 any Client by reference to either the Outgoing Salaried Partner or any of

such Third Parties; or 

??me 

24

 

 

13.11

13.12

13.13

80

13.102 any subsidiary undertaking or parent undertaking of a Client or
subsidiary undertaking of any such parent undertaking falling within the
terms of clause 13.10.1 which the Outgoing Salaried Partner knew had
received or was to receive the bene?t of the Outgoing Salaried Partner's
or any of such Third Parties' work for that Client.

Directorshipa

An Outgoing Salaried Partner shall resign from any directorships,
committees; administrative appointments in any company or any public
appointment:

1.1 which he or she held in connection with the Partnership's or the Finn?s
business activities; or

13.1 1.2 in any Client; or

[3.11.3 in any subsidiary undertaking or parent undertaking of a Client or any
subsidiary undertaking of any such parent undertaking which the
Outgoing Salaried Partner knew had received or was to receive the
bene?t of any of his or her work for that Client,

and he or she shall not, at any time during the Restricted Period take up. or agree
to take up, any such appointment.

Soliciting Partners and Quali?ed Lawyers

An Outgoing Salaried Partner shall not. at any time during the Restricted Period,
directly or indirectly:

13. 12.1 solicit, entice away or endeavour to entice away, or assist any third party
to solicit, entice away or endeavour to entice away from any of the
Protected Entities any person who was at the Exit Date a partner, a
Quali?ed Lawyer or employee;

13.12.2 offer consultancy, partnership. membership of a limited
liability partnership or directorship of a company to any such person; or

13.12.11 employ. engage as a consultant or enter into partnership, membership of
a limited liability partnership or directorship of a company with any such
person; or

13.12.41 cause any such person to question his or her future at any of the
Protected Entities which causes or signi?cantly contributes to such
person's decision to leave the relevant Protected Entity during the
Restricted Period.

Working in competition within the Restricted Area

An Outgoing Salaried Partner shall not, at any time during the Restricted Period,
directly or indirectly Render Services within the Restricted Area applicable to
such Outgoing Salaried Partner.

 

 



?.14

13.15

l3.16

[3.17

13.18

8i

Working in competition with a Linked Partner

An Outgoing Salaried Partner shall not, at any time during the Restricted Period,
directly or indirectly Render Services with, or in association with, a Linked
Partner or when concerned, engaged or interested in a Business with a Linked

Partner.
Working in competition for a Speci?ed Competitor

An Outgoing Salaried Partner shall not, at any time, during the Restricted Period,
directly or indirectly Render Services when concerned, engaged or interested in
any Business which is a Speci?ed Competitor.

No use of name of the Relevant Entities

Without prejudice to clause 7, an Outgoing Salaried Partner must not at any time
after the Exit Date practise or hold out directly or indirectly that the Outgoing
Salaried Partner is practising as a solicitor or other lawyer or directly or indirectly
render professional services of the same kind as, or of a nature similar to, those
provided by any of the Relevant Entities at the Exit Date under any name the same
as, similar to, or likely to be confused with, the name or style of any of the
Relevant Entities orby any other means represent that he or she is associated in
any way with any of the Relevant Entities.

Confidential Information

An Outgoing Salaried Partner shall at all times after the Exit Date keep secret and
con?dential and not disclose or communicate to any person or use for any purpose
any Con?dential information except insofar as such information is required to be
disclosed by a court or by a Regulatory Authority or Revenue Authority of
competent jurisdiction and shall in any such cases inform the
Representative Partners of any disclosure so required and (ii) err-operate with the
Representative Partners and take such steps as the Representative Partners may
reasonably require in order to enable it to mitigate the effects of, or avoid the
requirements for, any such disclosure. This clause 13.17 shall not prevent an
Outgoing Salaried Partner using his or her skill or experience as a solicitor or
advocate or other Quali?ed anyer. 

Transfer of work and contacts

An Outgoing Salaried Partner shall use all reasonable endeavours to ensure that
the Protected Entities retain the bene?t of his or her practice and that the same
shall be transitioned and shall use all reasonable endeavours to:

[3.18.1 ensure that all work assignments, management tasks or other
administrative matters carried on by the Outgoing Salaried Partner and
all his or her contacts with clients and intermediaries at the Exit Date
including work which is of a personal nature and offered to the Outgoing
Salaried Partner by virtue of that Outgoing Salaried Partner's position as
a Partner or his or her role in any other Relevant Entity (such as

positions as a director, executor, trustee, administrator, rweceiver?r2

 

 

13.19

13.20

82/

insolvency practitioner) shall be assumed by other Partners nominated
by the Representative Partners;

13.18.2 ensure that all internal procedural and administrative work (including
client billing and time recording) in respect of the Outgoing Salaried
Partner's matters (both personally and to the extent within his or her
reasonable control, by other fee earners working on his or her matters) is
up to date; and

[3.18.3 undertake such projects as the Representative Partners may reasonably
require including but not limited to assisting in the despatch of invoices
in relation to any unbilied work, the recovery of any amounts due and
owing to the Partnership or Firm pursuant to invoices issued by the
Outgoing Salaried Partner to a Client prior to his or her Exit Date; and

13.18.4- do all such other things as the Representative Partners may reasonably
require.

Continuation of Restrictions

Without prejudice to the rights of a Successor Firm. the provisions of this clause
13 shall apply to each Partner (other than a Partner on becoming a Partner of or a
partner in a Successor Firm) following the Dissolution of the Partnership or a
transfer of the business of the Partnership, save that:

13.19.] a reference to ?Dissolution Date" or the date of such transfer shall
replace each reference to ?Exit Date";

[3.19.2 if there is no Successor Firm. the restrictions referred to in clause 13.7 to
clause 13.18 (inclusive) shall cease on the Dissolution Date;

1119.3 if there is a Successor Firm then the restrictions referred to in clause 13.7
to clause 13.18 (inclusive) shall cease on the date they would have
ceased if the Dissolution Date was the Exit Date, except if otherwise
determined by the governing body of the Successor Firm; and

1119.4 if there is a Successor Firm, references in this clause 13 to Partners,
Outgoing Salaried Partners or Former Partners of the Partnership shall he
construed so as to include members. outgoing members or former
members or partners, Outgoing Salaried Partners or former partners in
the Successor Firm and references to the Firm Leadership shall be
construed. if the context so requires, to include the governing body of the
Successor Firm.

Interpretation of protections

It is hereby declared that the restrictions and undertakings specified in each of
clause 13.7 to clause 13.18 inclusive are separate and distinct restrictions and
undertakings and if taken separately or together they are adjudged by a court of
competentjurisdiction or arbitral tribunal to go beyond what is reasonable in all
the circumstances for the protection of the Protected Entities and their businesses
and for the protection of each of the Protected Entities and their respective

27 

 

 

13.21

[3.22

13.23

92.

businesses but would be adjudged reasonable and valid if part or parts of the
wording thereof were deleted. the said restrictions and undertakings shall apply
with such words deleted and the invalidity of any such restriction or undertaking
shall not affect the validity of the remaining restrictions and undertakings.

Notify future employer etc

Any Partner or Outgoing Salaried Partner who intends to become an employee or
director of. or partner or member in. a ?rm, company, limited liability partnership
or other organisation or entity competing with any of the Protected Entities shall
immediately draw attention to the restrictions contained in this clause 13 and
provide a copy of this clause together with relevant de?nitions and particulars
of relevant Restricted Areas, but no other'part of this Agreement to such entity
and any head hunter or recruitment agency who may also be liable for the tort of
procuring a breach of contract. -

Damages not adequate

The Partners agree that the potential damage to the Protected Entities of a breach
of clause [3 or clause [4.3 may be such that it is unquanti?able or that the
Outgoing Salaried Partner concerned will not be able adequately to compensate
the Protected Entities. Accordingly each Partner acknowledges that:

13.2.! any of the Protected Entities may seek an injunction and/or speci?c
performance andlor any other equitable relief to enforce (whether in
respect of any threatened or actual breach) any part of this clause and
that no proof of special damages shall be necessary for the enforcement
of this clause; and .

[3.22.2 where breach of this clause 13. or clause 14.3 constitutes a criminal act
(such as continuing possession of con?dential and secret information
amounting to criminal misappropriation). the Protected Entities shall be
entitled to take any and all such appropriate action as they are entitled to
take under law (and speci?cally they shall not be limited to civil
remedies) and the Representative Partners may take such action.

Payment of damages

Without prejudice to clause 13.22, the Representative Partners may decide that in
the case of a breach of clause 13 or clause 14.3 any of the Protected Entities
should claim damages as well as an injunction or that any of the Protected Entities
is willing to accept compensation rather than ask a court or arbitrator for an
injunction as contemplated by clause 13.22. If either decision is taken, the
Outgoing Salaried Partner in question shall pay to any of the Protected Entities
(for itself and the other Protected Entities) as a debt the amount determined under
clause I324. if the Partnership is entitled to retain, and retains, any part of an
Outgoing Salaried Partner's Capital, this shall be taken into account in assessing
what further ount would be payable if the Partnership or any Protected Entity

claims or is wrlling to accept compensation rather than an injunction. 


28



 

 

\3

swim

Wit

i

13.24

l3.25

13.26

14.

14.1

14.2

14.3

911

The amount referred to in clause 13.23 shall (in default of agreement) be
determined by an independent international accounting ?rm to be selected by the
Representative Partners as representing, in its opinion, the damage suffered by any
of the Protected Entities as a result of the breach(es) in question (including the
costs and expenses incurred in determining the relevant amount).

Determination of amount

Information to be made available

The Protected Entity and the Outgoing Salaried Partner in question shall make
available to such third patty any information he or she requires to determine the
amount referred to in clause 13.24.

Benefit of protections

The covenants entered into by each Salaried Partner in clauses 13.7, 13.8, 13.9,
13.10. 13.11, 13.12, 13.13.13.14, 13.15, 13.16, 13.17. 13.18, 13.19, 13.20, 13.21,
13.22, 13.23, 13.24 and 13.25 are given to the Representative Partners from time
to time for themselves and on behalf of the Partnership and each Related Firm,
and each Salaried Partner agrees that he or she will, at the request and cost of the
Partnership, enter into a further agreement with each other Related Finn if so
required by the Representative Partners whereby he or she will directly accept
restrictions corresponding to the restrictions in this Agreement.

POSITION 0F OUTGOING PARTNERS GENERALLY
of Rights and Interests

Upon the Exit of a Representative Partner all his or her right and title to, and
interest in, the assets of the Partnership shall vest in the continuing Representative
Partner or, where there is more than one, in the continuing Representative Partners

jointly.
No further interest

Save as otherwise expressly provided in this Agreement an Outgoing Salaried
Partner shall not be entitled to any payment on, or consequent on, his or her
ceasing to be a Partner and shall not be entitled to any further or'other rights in the
capital, assets or pro?ts of the Partnership or the Related Firms but shall continue
to be bound to account for and pay to the Partnership or the Related Firms any
amounts payable by him or her pursuant to this Agreement.

Delivery of property, records and papers

An Outgoing Salaried Partner shall deliver to the. Partnership or the
Related Firms all property of the Partnership or the Related Firms in his or her
possession or power and shall, as required by the Representative Partners,
deliver all security passes, computers, computer discs, computing
records (including without limitation, emails and electronic documents),
telephones, other electronic equipment, credit cards, notes, papers, books of
account, other records, letters and other documents in his or her possession or

 

'29

 

 

  

14.4

[4.5

14.6

14.7

l4.8

l4.9

15.

 

8?

under his or her control which relate directly or indirectly to the practice of the
Partnership or the Related Firms or the Former Firms.

Execution of documents

The Outgoing Salaried Partner shall sign and execute all such documents and
deeds and do all such acts, matters and things as the Representative Partners may
reasonably require for the purposes of:

l4.4.l enabling the Partnership or Related Firms to recover and get in the debts
and other assets of the Partnership or Related Firms or the Former Finns;
or

14.4.2 conveying. assigning or transferring to the Partnership or Related Firms or
any of the continuing Partners any such property which immediately prior
to the Exit Date is vested in the Outgoing Salaried Partner as agent for or
on trust for the Partnership or Related Firms or the Former Firms.

For all or any such purposes as aforesaid the Outgoing Salaried Partner hereby
authorises each of the Representative Partners to sign, execute and do any such
document, deed, act, matter or thing on his or her behalf.

Former Partners following Exit

Following his or her Exit as a Partner each Partner shall thereafter be a Partner
Partner. His or her Exit shall not affect:

l4.6.l any rights or obligations with respect to him or her which have accrued or
become due prior to the Exit; and

14.6.2 the-continued existence and validity of the rights and obligations of the
parties under any provision which is expressly or by implication intended
to continue in force after such Exit (together with those clauses necessary
for their interpretation).

Consultants

Outgoing Salaried Partners may be invited to remain at the Firm as a consultant
(or similar) by the Representative Partners.

The responsibilities, time commitment and remuneration of such individuals will
be determined on a case by case basis by the Representative Partners according to
the skills and requests of such individuals and the needs of the Firm.

The Representative Partners may permit an individual to use the title "partner"
even though longer) a Partner in the Partnership.

ENTITLEMENTS 0F OUTGOING SALARIED PARTNERS
Entitlements 


30 

 

for


15.1

16.
?3.1

17.

17.1

i 7.2

. Interpretation

86

There shall (in addition to any sums to which he or he may be otherwise entitled
pursuant to this Agreement) be paid to the Outgoi Salaried Partner the credit
balance (if any) on his or her Current Account, subje to any other amount due to
the Partnership or the Related Firms from the Outgo ng Salaried Partner pursuant
to this Agreement or any other Relevant Agreement otherwise.

 
 
 
   

ENTITLEMENTS OF OUTGOING REPRESE ATIVE PARTNERS

There shall (in addition to any sums to which he or may be otherwise entitled
pursuant to this Agreement) be paid to the Outgoin Representative Partner the
credit balance on his or her Current Account and on ny capital account he or she
holds in the Partnership, subject to any debit balance It any of those accounts and
any other amount due to the Partnership or the Related Finns from the Outgoing
Representative Partner pursuant to this Agreement or any other Relevant
Agreement or otherwise.

GARDENING LEAVE

in this clause 17:

 

?Gardening Leave" means any period of gardening leave which a Relevant
Partner is required by the Representative Partners take in accordance with

clause 

?Relevant Partner" means a Retiring Partner or a Sus nded Partner;

?Retiring Partner? means a Partner who gives noti to retire pursuant to clause
12.4, or resigns without giving due notice, or is given notice by the
Representative Partners to retire pursuant to clause 12.7, and in each case who
receives a notice from the Representative Partners accordance with clause
17.2.2; and

"Suspended Partner" means any Partner other than a Retiring Partner who

receives a notice from the Representative Partners in accordance with clause -

17.2.l.

Notice

Subject to the provisions of a Relevant Agreement, the Representative Partners
may ?'om time to time by written notice (?Gardening Leave Notice") with
immediate effect:

17.2.1 require a Partner to take Gardening Leave from the Partnership and the
Related Firms as the Representative Partners may reasonably determine,
any such notice being given for an initial period not exceeding three
months, extendable by further written notice for a further period or periods
thereafter not exceeding three months in total (inclusive of the initial
period under this clause 17.2.i. but in addition to any period pursuant to
clause 17.2.2); or

fa

3i

 

 

17.3

89?

17.2.2 require a Retiring Partner to take Gardening Leave from the Partnership
and the Related Firms before the expiry of the notice period or at any time
during the period of notice the Partner was obliged to give under this
Agreement, upon such terms as the Representative Partners shall
reasonably determine for all or part of the unexpired period of notice or (as
the case may be) all or part of the unexpired period of notice which the
Partner was obliged to give.

Effect of notice

A Relevant Partner shall not during Gardening Leave (except to the extent
necessary to comply with clause 17.4) without the prior written consent of the
Representative Partners: -

17.3.1 enter the premises of the Partnership or any of the Related Firms;

17.3.2 contact, or have any communication with. all or any clients of the
Partnership and the Related Firms, in relation to services rendered by the
Partnership and the Related Firms;

17.3.3 contact, or have any communication with, all or any partners or employees
of the Partnership and the Related Firms or, in the case of a Retiring
Pannier, any other Partner or partner in the Equity Partnership (in each case
other than any member of his or her immediate family in a personal

08939150:

17.3.4 be involved in any aspect of the business of the Partnership or any of the
Related Firms;

17.3.5 hold himself or herself out as practising as a Partner or, save as provided in
clause 17.3.7, by any other means represent that he or she is associated in
any Way with the Partnership or any of the Related Firms other than as a
Partner taking Gardening Leave pursuant to this clause 17;

17.3.6 render services of the same kind as, or ofa nature similar to, any of those
provided or offered by the Partnership and the Related Firms;

17.3.7 subject to clause 17.4, receive, inspect, have access to, or copy any
Con?dential. Information including without limitation books of account,
records or databases of the Partnership and the Related Firms or any
information circulated or made available on a con?dential basis to Partners
generally or to staff or clients of the Partnership and the Related Firms
(other than financial information relating to the Partners' own interest in
the Partnership and information reasonably relevant to the Partners' tax
affairs);

17.3.8 undertake any other profession or business, or hold any of?ce or
appointment, or assist or have any ?nancial or other interest in any
business competing with the Partnership or any of the Related Firms; or

17.3.9 do anything which would be contrary to the provisions of clause 13 as if he
or she was then an Outgoing Salaried Partner within a Restricted Period or

 

32 .- 
p?

 

f6

contact, or have any communication with any person. or make any plan in
respect of any future act or proposal relating to any period following his or
her Exit Date which would be contrary to the provisions of clause 13.

Obligations during Gardening Leave

17.4 The Relevant Partner shall during Gardening Leave (except that clause 17.4.1
shall not apply to any Suspended Partner):

l7.4.1 ensure that all work assignments, management tasks or other
administrative matters carried on by the Outgoing Salaried Partner and all
his or her contacts with clients and intermediaries at the Exit Date
including work which is of a personal nature and offered to the Outgoing
Salaried Partner by virtue of that Outgoing'Salaried Partner's position as a
Partner or his or her role in any other Relevant Entity (such as positions as
a director. executor, trustee. administrator. receiver or insolvency
practitioner) shall be assumed by other Partners nominated by the
Representative Partners;

17.4.2 ensure that all internal procedural and administrative work (including
client billing and time recording) in respect of the Outgoing Salaried
Partner's matters (both personally and to the extent within his or her
reasonable control. by other fee camera working on his or her matters) is
up to date;

17.4.3 undertake such projects as the Representative Partners may reasonably
require including but not limited to assisting in the despatch of invoices in
relation to any unbilled work, the recovery of any amounts due and owing
to the Partnership or Firm pursuant to invoices issued by the Outgoing
Salaried Partner to a Client prior to his or her Exit Date; and

17.4.4 do all such other things as the Representative Partners may reasonably
require.

No comments to others

17.5 The Relevant Partner shall not make any comment to any person or through any
media about the reason for his or her absence from the Partnership or any of the
Related Firms unless directed to do so by the Representative Partners, save that
the Relevant Partner may con?rm that he or she is taking Gardening Leave.

Obligations it? not on Gardening Leave

17.6 if a Partner has given notice to the Partnership or been given notice by the
Partnership that he or she will cease to be a Partner and has not been required to
take Gardening Leave. the relevant Partner shall (save where given notice under
clause 12.8 which takes immediate effect) during the period betwaen the date on
which he or she gives or is given notice to and his or her Exit Date:

17.6.1 do all such things as the Representative Partners may reasonably require;

and ?97
33 

a? 

 

18.

18.1

18.2

18.3

9

17.6.2 without prejudice to the generality of clause 17.6.1 and the other
provisions of this Agreement, complete all such tasks, matters and actions
set out in clause 17.4.1 and 17.4.2.

INDEMNIFICATION

Allocation of liability

The Representative Partners shall jointly and severally indemnify each of the
Salaried Partners in respect of the obligations assumed by them under this clause
18, so that any liability so arising is to fall wholly upon and be borne wholly by
the Representative Partners equally.

Excluded Liabilities

There is no indemnity pursuant to this clause 18 in respe?t of any liability of a
Partner or Former Partner for Excluded Liabilities, which remain the liability of
the Partner or Former Partner (as the case may be).

Other Liabilities
Subject to clause l8.2, each of the Representative Partners shall indemnify:

18.3.1 any Salaried Partner in respect of his or her' incurring any liability in
respect of any losses incurred by the Partnership;

[8.3.2 any Salaried Partner in respect of his or her incurring any liability in
respect of the performance of his or her obligations, whether express or
implied, as a Partner of the Partnership and arising under or by virtue of
this Agreement, any Relevant Agreement or otherwise;

18.3.3 any Salaried Partner who (being duly authorised to do so) enters into any
agreement or arrangement on behalf of the Firm (including as surety or
guarantor), against all liabilities arising in respect of doing so;

18.3.4 any Salaried Partner who acts or has acted by nomination of the
Representative Partners (including where nominated by himself or herself
to do so) as trustee or holder of any office (being duly authorised to do so)
in connection with the Finn's business, against all liabilities arising in
respect of him or her doing so;

18.3.5 any Salaried Partner in respect of any liability arising from his or her
holding or having held shares in any company as an Asset of the
Partnership, or any Related Firm or acting or having acted as a director or
other of?cer of any company (or as a partner of a including
any partnership which is a Related Firm) including in respect of a Related
Firm to which he or she had been appointed at the request of the
Representative Partners. the Partnership or a Related Firm; and

18.3.6 any Salaried Partner or Former Salaried Partner in respect of liabilities of
the Partnership or any Former Firm and of liabilities within clauses 18.3.]
to 18.3.5 (inclusive) in each case arising out of acts or omissions occurring

9x09 - 

34

 

t5}



 

19.

19.1

19.2

20.

20.1

20.2

20.3

20.4

 

6'0

at a time when he or she was or was held out as a Partner.

DISSOLUTION OF THE PARTNERSHIP



General

The Partnership may only be dissolved by the Representative Partners acting in
accordance with the Relevant Agreements.

Rights on dissolution

On Dissolution, pro?ts of the Partnership will accrue in the usual way and fall to
be distributed in accordance with clause 6.2. All other assets of the Partnership
shall be dealt with in accordance with clause 7.

ALTERATIONS TO THE AGREEMENT AND EXECUTION OF
DOCUMENTS

Alteration

Any provision of this Agree ent may be altered with the approval of the
.

Representative Partners. i

Salaried Partner consent shall [not be required to alter any provision of this
Agreement.

The Representative Partners shill give notice of not less than 'three months (or
such shorter period as may be greed to by not less than 50% by number of the
Salaried Partners) to Salaried rulers prior to any alteration of this Agreement
save that no notice shall be rcqu red for any alteration of this Agreement required
as a result of Operation of, or ch age to, applicable laws, or procedural matters not
having a material adverse effect the Salaried Partners.

New documents, amendments or! power of attorney .

Without prejudice to the gene ity of clause 10.5, each Partner agrees to enter
into such other documents reaso ably necessary to eiI'ect any decision duly taken
in accordance with this Agreem nt, including but not limited to any replacement
or supplement to this Agreeme (in whatever form) and any related documents
which may be required by virtue f:

20.4.] any alteration following the relevant approval referred to in clause 
and

20.4.2 any decision to affect a merger taken in accordance with a Relevant
Agreement;

20.4.3 his or her Exit from the Partnership. including. but not limited to a Deed of
Retirement; and

20.4.4 any Dissolution in conjunction with an appropriate reconstitution into a
Successor Firm, which the relevant persons duly authorised to make such



 

20.5

20.6

20.7

21.
21.1



decision in accordance with the terms of this Agreement, and any Relevant
Agreement, have determined should be undertaken.

For the purposes of making the amendments to this Agreement referred to in
clause 20.1 and. entering into any other documents referred to therein. each
Salaried Partner hereby irrevocably and unconditionally (and by way of security
for the performance of its obligations under clause 20) appoints each
Representative Partner from time to time as his or her attorney (each with
authority to not solely and not asjoint attorneys), in his or her name and on his or
her behalf to execute any amendment to this Agreement and any other document
referred in clause 20.1. This power of attorney shall remain in full force and
effect until this Agreement terminates. For the avoidance of doubt, this power of
attorney does not entitle the attorney to amend this Agreement or enter into any
such document as attorney for any person for any other purpose, save as may be
provided for in this Agreement.

Memorandum of alteration

A deed or other memorandum to record the admission of a new Partner (including
any Deed ofAccession), to record the change of status of any Partner or to record
the Exit of a Partner (including any Deed of Retirement) or to record alterations to
this Agreement in accordance with its terms or to record any decision made
pursuant to this Agreement will be conclusive (in the absence of material manifest

-error) if approved by the Representative Partners and signed by the Partner

authorised by the Representative Partners and (where appropriate) the new
Partner, the Partner or Former Partner in question and any such deed or other
memorandum shall be deemed to constitute one agreement with this Agreement,
and binding, as relevant, on all Partners.

Execution of documents

Any instrument or other documents to be executed on behalf of the Partnership
shall:

20.7.] in the case of documents in the ordinary course of business be executed in
accordance with the guidelines Issued by the Representative Partners; and

20.7.2 in the case of a deed or any document outside the ordinary course of
business of the Partnership or speci?cally required pursuant to this
Agreement shall be executed by any one Representative Partner or such
other persons as they consider appropriate either in speci?c circumstances

or generally.
FOIJNDER FAMILY

The application and enforcement of clauses respect
of a Founder Salaried Partner shall be subject to the provisions of any Relevant

Agreement. 
9?

 





22.

22.l

23.

23.]

23.3

23 .4

92/

COUNTERPARTS

This Agreement and any amendment, agreement, memorandum or resolution
pursuant to this Agreement may be executed in any number of counterparts and by
different parties on separate counterparts each of which when executed will be an
original, but all the counterparts will together constitute one and the same
amendment, agreement, memorandum or resolution as the case may be.

PROCEEDINGS

No compromises by Partners

Each Salaried Partner agrees that while he or she is a Partner and alter he or she
has ceased to be a Partner he or she shall not make or attempt to make any
admission of liability, agreement, settlement or compromise with any third party
in relation to any Proceedings without the consent of the Representative Partners
or any person nominated by the Representative Partners for the purposes of this
clause (the ?Nominated Person") (such consent not to be unreasonably withheld
or delayed). 

Conduct by the Representative Partners

Each Salaried Partner agrees that, subject to clause 23.3, while he or she is a
Partner and after he or she has ceased to be a Partner he or she shall notify the
Representative Partners or Nominated Person of any Proceedings
involving a third party and shall allow the Representative Partners to take the sole
conduct of any such Proceedings and shall give to the Remesentative Partners
such assistance as it may reasonably require in bringing, avoiding, disputing,
resisting, settling, compromising, defending or appealing any such Proceedings
(including the ?ling of all pleadings and other court process and the provision of
all relevant documents) and shall instruct such solicitors, other professional
advisers and experts as the Representative Partners or Nominated Person may
specify to act on behalf of the Partnership.

Loss or reduction of indemnity upon Partner's breach

If any Salaried Partner, Former Salaried Partner or Representative of any Salaried
Partner or Former Salaried Partner shall breach in a material respect any material
obligation contained in this clause 23, the Representative Partners may direct that
such Salaried Partner, Former Salaried Partner or Representative shall forfeit (in
whole or in part as the Representative Partners shall reasonably consider fit) the
right of indemni?cation or contribution in accordance with clause 18 in relation to
the relevant Proceedings.

Service

Each Salaried Partner agrees that, while he or she is a Partner and a?er he or she
has ceased to be a Partner (and so as to bind his or her Representatives), the
Nominated Person may accept service, or arrange for the acceptance of service, on
behalf of such Partner, of any claim, summons, order, judgment or other process
(?Process") issued in connection with any Proceedings involving a third party.





?iv

37



 



 

24.

24. I

24.2

24.3

 

93

Each such Partner also agrees that he or she shall notity the Nominated Person as
soon as reasonably practicable alter he or she receives any Process. The
Nominated Person shall notify any Partner or Former Partner or, if applicable, his
or her Representatives of any such Process accepted on his or her behalf unless the
Nominated Person considers such Process to be immaterial to such Partner or
Former Partner, having regard to the nature of such Process and the potential
liabilities associated therewith.

ENTIRE AGREENIENT, WAIVER AND SEVERABILITY
Entire understanding and whole agreement

The Partnership and each of the Partners confirms that this Agreement (and any
documents referred to in this Agreement or arrangements made pursuant to this
Agreement) together with the Relevant Agreements represents the entire
understanding, and constitutes the whole agreement, in relation to its subject
matter and supersedes any previous agreement between the Partnership and the
Partners (or any of them) with respect thereto and, without prejudice to the
generality of the foregoing. excludes any right, warranty, condition or other
undertaking, obligation or liability implied at law or by custom, usage or course of
dealing. 

Exclusion of other rights and remedies

Each of the Salaried Partners confirms to each other Partner, and (ii) the
Representative Partners con?rms to each Salaried Partner, that:

24.2.! 'in entering into this Agreement he or she has not relied on any
representation, warranty, assurance, covenant, indemnity, undertaking or
commitment which is not expressly set out or expressly referred to in this
Agreement; and

24.2.2 in any event, without prejudice to any liability for fraudulent
misrepresentation or fraudulent misstatement, the only rights or remedies
in relation to any representation, warranty, assurance, covenant, indemnity,
contribution, undertaking or commitment given or action taken in
connection with this Agreement are those contained in this Agreement,
and for the avoidance of doubt and without limitation, neither the
Partnership nor any Partner has any rights or remedy (whether by way of a
claim for contribution or otherwise) in tort (including negligence) or for
misrepresentation (whether negligent or otherwise, and whether made
prior to, andlor in, this Agreement) against any Partner.

Waiver

The rights and remedies of the Partnership or the Partners or the Former Partners
(or any of them) shall not be affected by any failure to exercise or delay in
exercising any right or remedy or by the giving of any indulgence by or to any of
them or by anything whatsoever except a speci?c waiver or release in writing and
any such waiver or release shall not prejudice or affect any other rights or
remedies of the Partnership or the Partners or the Former Partners (or any of

Nd

C793





m?kyw



L.)

 

24.4

25.

25.1

them). No single or partial exercise of any right or remedy shall prevent any
further or other exercise thereof or the exercise of any other right or remedy.

Severability

if any provision or part of this Agreement is void. prohibited or unenforceable in
anyjurisdiction due to any applicable law, it is ineffective and shall be deemed to
be deleted to the extent of the prohibition or unenforceability in such jurisdiction
but this shall not:

24.4.! invalidate the remaining provisions of this Agreement, which shall
continue in full force and effect; or

24.4.2 affect the validity or enforceability of the relevant part in any other
jurisdiction.

NOTICES

Service of notices

Any notice to be given or served under this Agreement shall be in writing and

shall be suf?ciently given to, or served:

25.1.! on the Partnership if it is:

(A) delivered by hand (which for the avoidance of doubt includes any
internal paper based mail system operated by the Partnership) to its
registered or head of?ce addressed to ?The Representative Partners
Cyril Amarchand Mangaldas South?; or

(B) sent in a prepaid envelope by registered post, special delivery or
recorded delivery service (and by airmail if posted to or from a
place outside lndia) to its registered or head of?ce addressed to
?The Representative Partners Cyril Amarchahd Mangaidas South?;
or

(C) sent by facsimile to one or both of the following facsimile numbers
+91 22 2496 3666 or +91 22 6662 8466 or such other facsimile
number as the Partnership may from time to time specify; and

25.1.2 on the Partner or Former Partner or his or her Representatives to whom it
is addressed if it is:

(A) delivered by hand (which for the avoidance of doubt includes any
internal paper based mail system operated by the Partnership) or
sent in a prepaid envelope by registered post, special delivery or
recorded delivery service (and by airmail if posted to or from a
place outside India) addressed to that person at his or her usual or
last known place of abode or principal place of business; or

(B) sent by facsimile to any facsimile number provided by such Partner-<73?



or Fonner Partner or his or her Representatives to the Managing

39

 

25.2

26.

26.1

26.2

26.3

95/

Partner's Office expressly for the purpose of the service of notices
under this Agreement; or

(C) sent by email to such Partner?s Partnership email address or any
other email address provided by such Partner or Former Partner or
his or her Representatives to the Managing Partner?s Of?ce
expressly for the purpose of the service of notices under this
Agreement, 

and, in the absence of evidence of earlier receipt, in either case shall be
given or served or be deemed to be given or served (as the case may be), if
delivered by hand, at the time of receipt, or it' sent by post, on the third day
(or, if posted to or from a place outside India, the seventh day) after the
envelope containing the notice was posted, or, if sent by facsimile, on
production of a transmission report from the machine from which the
facsimile was sent which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient. ..

Omission to give notice

An accidental omission to despatch a notice of a meeting of Partners or other body
exercising decision making authority in relation to the Partnership or to any
relevant individuals in connection with any approval or resolution of Partners (or
some of them) or which should be consulted prior to a relevant decision or action
being taken, or any failure to receive the same by, any Partner shall not invalidate
the proceedings of any such meeting or the effect of any such approval or
resolution. 

GOVERNING LAW AND DISPUTE RESOLUTION
Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or
its subject matter, existence, negotiation, validity, termination or enforceability
(including non-contractual disputes or claims) (a ?Dispute") shall be governed by
and construed in accordance with the laws of India, and shall be resolved in
accordance with the procedure in this clause 26.

Negotiation

The parties shall first attempt to resolve any Dispute between them amicably
through direct discussion. The party raising any Dispute shall serve written
noti?cation pf the Dispute to the other party (a "Dispute Notice"), which notice
shall. in every case also be served on the Equity Partnership. Within 30 days of
the service of a Dispute Notice, a representative of each party with authority to
settle the Dispute shall meet to seek to resolve the DiSpute.

if the members of the Firm Leadership or any partners thereof are direct parties to
the Dispute, ,and if the Managing Partner deems it necessary in the circumstances,
the Independent Members on the Partnership Council or Strategic Advisory Boa
(or both) shall assist in the conduct of the discussions referred to in clause 26.

    

40

 



E6

attempt to resolve the Dispute.

26.4 if within 30 days of service of the Dispute Notice no meeting has taken place
between the party representatives or the Dispute has not been resolved. the
Dispute may be referred by any- party to the Dispute to mediation in accordance
with clauses 26.5 to 26.9 (inclusive).

Mediation

26.5 If the Dispute is not resolved in accordance with clauses 26.2 to 26.4 (inclusive),
the parties to the Dispute shall attempt to settle it by mediation in accordance with
CEDR Model Mediation Procedure. The parties shall endeavour to agree a
mediator, failing which the mediator shall be appointed by the Managing Partner.
or his or her designee. The mediation shall be conducted in Mumbai.

26.6 Subject to the CEDR Model Mediation Procedure, and clause 26.? and clause 26.8
below, the mediator may determine the procedure of the mediation.

26.7 The parties agree that any mediation shall be strictly con?dential and without
prejudice to any rights of a party under this Agreement or any Relevant
Agreements.

26.7.1 Every person involved in the mediation will keep con?dential all
information arising out of or in connection with the mediation (including
all statements. representations and offers made during the mediation),
including the fact and terms of any settlement, but not including the fact
that the mediation is to take place or has taken place or where disclosure is
required by law, or to implement or to enforce terms of settlement or to
notify their insurers, insurance brokers and/or accountants; and

26.7.2 The parties acknowledge that all such information passing between the
parties. the mediator andlor CEDR1 however communicated, is without
prejudice to any party's legal position and may not be produced as
evidence or disclosed to any judge. arbitrator. regulator, investigator or
other decision-maker in any legal or other formal process.

26.8 Unless otherwise agreed by the parties in writing. each party to the Dispute shall
share the mediation fees and expenses equally and also to bear its own legal and
other costs and expenses of preparing for and attending the mediation.

26.9 To initiate the mediation, any party to the Dispute must give notice in writing
(?Mediation Notice") to the other partyfies to the Dispute requesting a mediation.
The mediation will commence not later than 30 days after the date of service of
the Mediation Notice. If the Dispute has not been resolved through mediation
within 60 days of the date of service of the Mediation Notice, any party to the
Dispute shall be entitled to refer the Dispute to arbitration in accordance with
clauses 26.10 to (inclusive).

Arbitration

26.l0 Any Dispute which is not resolved in accordance with clauses 26.2 to 26.9 

(inclusive) above shall be referred to and ?nally resolved by arbitrat 
. tit/Wyn,

it)?

 

 

26.11

26.12

26.13

26.14

26.15

26.16

97

Mumbai under the Arbitration and Conciliation Act 1996 (the "1996 Act").

The arbitration shall be conducted before a sole arbitrator. The parties shall
endeavour to agree to the name of the sole arbitrator failing which the Managing
Partner shall appoint the sole arbitrator in the manner provided for in clause 26. 12.

A list of potential arbitrators is included in Schedule 4, from Which the parties
shall endeavour to select the arbitrator. The Representative Partners may update
the list from time to time and shall notify the Partners of any such updated list. In
the event that none of these arbitrators is available, the parties shall appoint a
judge from the High Court of Bombay or the Supreme Court of indie, having
retired no more than ?ve years prior to the arbitration commencing. in the event
that the Managing Partner is a party to the Dispute (by virtue of being a
Representative Partner or by virtue of consolidation pursuant to clause 26.16, or
otherwise). the appointment shall be made by the Managing Partner only from the
list of potential arbitrators in Schedule 4, or by the Strategic Advisory Board
where none of the potential arbitrators in Schedule 4 are available or willing to act
as arbitrator.

The parties agree that the fact that the arbitrator has worked with or continues to
work with the parties shall not be a ground to object to the appointment and
continuation of the arbitrator. However. the arbitrator will disclose any
relationship with the parties prior to his or her appointment, and therea?er any
new relationship with the parties during the arbitration. Such a disclosure shall be
suf?cient for the purposes of the arbitration and will not impact his or her
continuance as an arbitrate .

The arbitrator shall be free to decide the procedure to be followed in the
arbitration. The arbitration shall be conducted in English.

The parties undertake as a general principle to keep con?dential all awards and
orders in the arbitration. as well as all materials created for the purpose of the
arbitration and documents produced by another party in the arbitration not
otherwise in the public domain, save and to the extent that a disclosure may be
required of a party by legal duty. to protect or pursue a legal right or to enforce or
challenge an award in bone tide legal proceedings before a court or other judicial
authority. This con?dentiality also applies to the arbitrator and any experts
appointed in the arbitration.

All parties to this Agreement consent to bejoined to any arbitration commenced
under this Agreement. Where related arbitration proceedings are proposed or
commenced under this Agreement, or any Relevant Agreement, which deal with
the same parties and the same or similar subject matters, the parties agree that the
arbitrator in the first-?led of such proceedings may in his or her discretion (where
he or she considers that the interests of justice and ef?ciency so require) order that
they be consolidated into a single set of proceedings before him or her and
disposed of in one or more awards as the arbitrator shall decide. Where such a
consolidation order is made, the arbitrator in the ?rst-?led arbitration shall
immediately, to the exclusion of other arbitrators. have jurisdiction to resolve
?nally the later-filed dispute(s) covered by such order. and any appointment of an

arbitrator in relation to such later-tiled dispute(s) will terminate imm ateiy 


I

42

 

?97

i

26.17

26.18

26.19

92?

the arbitrator will be deemed to be discharged. This termination is without
prejudice to the validity of any act done or order made by that arbitrator or by any
court in support of that arbitration before that arbitrator's appointment is
terminated; his or her entitlement to be paid proper fees and disbursements; and
the date when any claim or defence was raised for the purpose of applying any
limitation bar or any similar rule or provision.

The arbitrator shall issue his or her decision in the form of a ?nal and binding
award. The arbitrator shall be entitled to award any remedy he or she considers
appropriate in accordance with the 1996 Act. including but not limited to
damages, injunctions against any party to the Dispute, speci?c performance and
any equitable relief.

Jurisdiction

The courts of Mumbai shall have exclusive jurisdiction over supervisory and
ancillary matters in connection with any arbitration under clauses 26.10 to 26.17
(inclusive) above. All parties, regardless of their residence and place of business,
submit to the exclusivejurisdiction of the courts of Mumbai for this purpose.

Notwithstanding anything contained in this clause 26. the parties shall be free to
approach any court of competent jurisdiction for peremptory and/or preservatory
relief in connection with actual or pending arbitration proceedings under this

Agreement. 


-

{Intentionally le? blank]

43

   

 

 

93

SCHEDULE 1

  
  

 

1 1 
)1 10:51:: all} ?Ugh-I311. Int-1.5.1

  
 
 
 
  
 

     
        

 

 

 

 

 

 


67, Roopam, Representative 50% of Pro?ts (or
Amarehand Worli Sea Face, Partner losses after
Shroff Adbul Gaffar deducting all
Road, Worll Salaried Partners?
Mumbal - 400 share)
030
Vandana Cyril .lalkumar 67, Roopam, Representative 50% of Pro?ts (or
Shroff Mohanlal Worli Sea Face, Partner losses after
Patni Adbul Gaffer deducting all
Road, Worli Salaried Partner-5'
Mumbai - 400 share)
030
Rahul Sarella Madhava Rao 2l8, Metro Salaried Rs. Rs.
Classique Partner 10,000 120.000
Apartments. A.C. per per year
Guards. month . 
8/218. Hyderabad 
- 500004
Dorothy Thomas Villa No.23. Salaried Rs. Rs.
Thomas Ananta, Partner 10.000 120.000
Thoraipakkam, per per year
Chennai - month
600097.
Rashmi Pradeep Flat no. 403 A, Salaried Rs. Rs.
Pradeep Lakshmanan Royal Residency, Partner 10,000 120,000
No. 8, Brunton per per year
Road, Bangalore month
560025
Namrata Jayavittal Rao 1419. Kaveri 8th Salaried Rs. Rs.
Kolar Kolar main, Judicial Partner 10,000 120,000
Layout, GKVK per per year
Post, Bangalore month
560065
Harita Rao Flat No. 508, Salaried Rs. Rs.
Krishe Gardens, Partner 10.000 [20.000 -
Door No. l-8~373 per per year t)
to 378. 380, month
Chiran Fort Club
lane, Near Airtel
Of?ce,
begumpet,
Hyderabad -
1 5000016

 

 

 

 

 

 

 

 

44

 

  

A 1
Flat

 

 

 

 

 

No. 32 . Rs.
Prabhu Prabhu Vishwa Apts, Partner 10.000 120.000
. lOl9 Lavelle per per year
Road. Bangalore. month
560001
Akshay Jeet Prakash 414, 2A Cross, Salaried R5. R3.
Bhat Manik Bhat 401 Main. OMBR Partner 10.000 [20,000
Layout. per per year
Bangalore - 560 month
043
Nagavalli Gopalakrishna T2, 3rd floor. Sri Salaried R3. R3.
Gopalakrishna Shaila Habitat, Partner [0.000 120.000
No. 9, Kalappa per perycar
Block, month
Basavanagudi,
Bangalore
$60004
Avinash Ramanathan Flat No SB, Salaried Rs. Rs.
Umapathy Umapathy Regency Palazzo, Partner 10,000 120,000
No. 8. Hall Road. per per year
Richards Town, month
Near Richards
Park. Bangalore -
560005

 

 

 

 

 

 

 

 

CZ,

 



SCHEDULE 2
DEED OF ACCESSION

(Smartedfmv

I, the undersigned, by the execution of this deed hereby agree that on admittance as a
Partner I will be a party to the Amended and Restated Deed of Partnership dated 
2015[, as amended and supplemented.] of Cyril Amarchand Mangaldaa South (the
?Partnership"). as a [Representative Partner][Salaried Partner] and i agree to observe
and perform and be bound by all of its provisions. 

Dated 
Executed and delivered as a Deed by)
OF 
in the presence of: 

(witness name) 


(witness signature) .. 

Acknowledged and agreed for and on behalf of the Partnership by

[signature blocks to be added for appropriate Partner or all existing Partners. depending
on requirements/br- registration] 

 

90

. 

 

[02/

SCHEDULE 3
DEED 0F RETIREMENT
(Suggestedform)

I, the undersigned, by the execution of this deed hereby con?rm that on [date] will I
[ceased][will cease to be] a Partner of Cyril Amarchend Mangaldas_ South (the
"Partnership"), a partnership constituted by an Amended and Restated Deed of
Partnership dated 2015[, as amended and supplemented].

Dated 
Executed and delivered as a Deed by)

OF 
in the presence of: 

(witness name) 

(witness 

Acknowledged and agreed for and on behalfof the Partnership by

[signature blacks to be added appropriate Partner or all existing Partners, depending
on requirements/br- registration]



 




[?03
SCHEDULE 4
PREFERRED ARBITRATORS

This is the list of preferred arbitrators, listed in order of preference, referred to in clause
26.l2.

1. Justice B.N. Srikrishna, Judge Supreme Court of India (retired)
2. Justice Sujata Manohar, Judge Supreme Court of india (retired)
3. Dr. Tu lzapurkar, Senior Advocate

4. Mr. Amit Dcsai. Senior Advocate

5. Mr. Ravi Kadam. Senior Advocate

6. Mr Tushad Cooper. Advocate

i3
<64

 





4!

 



SCHEDULE 5
DEFINITIONS AND INTERPRETATION

Definitions
In this Agreement, unless the context requires otherwise:

"Accounting Date? means 31 March each year (or such other date as the Representative
Partners shall determine from time to time) being the last date of each Accounting Period;

"Accounts? means the accounts of the Partnership;

?Accounting Period" means: in respect of the first Accounting Period of the
Partnership, the period commencing on the Effective Date and expiring on 3! March
2016; and (ii) in respect of subsequent Accounting Periods, the period commencing on
the date immediately following the previous Accounting Date and ending on the next
Accounting Date; 

?Accounting Period End" means the last day of an Accounting Period;

?Agreement" means this agreement (with the Schedules, which shall have the same force
and effect as if expressly set out in the body of this Agreement) as may be amended or
supplemented from time to time;

?Asset" means any asset of the Partnership or of any of the Related Firms of any kind,
tangible or intangible, including any interest in any Other Business Venture and
including. subject to clause 7, such right, title and interest as any of the Partnership and
the Related Firms has in goodwill, any name, style, trademark, service mark, copyright or
other intangible asset;

?business day" means a day (not being a Saturday or Sunday) on which banks are open
for general banking business in Mumbai; .

?Client" has the meaning given in clause 13.6;
?Commencement Date" means the meaning given in Recital 

?Confidential Information" means any information relating .to the business and affairs
of the Partnership, the Related Firms or any of the Partners, Former Partners or
information misting to clients or former clients of any of them or their respective business
or affairs, or information relating to know-how, ideas, precedents and practices developed
by the Partnership, the Related Firms except insofar as such information is: in the
public domain otherwise than by breach of this Agreement: (ii) lawfully possessed by the
Partner prior to being obtained from the Partners. Former Partners,- the Partnership, the
Related Firms, or clients or former clients of any of them as the case may be, or in
the ease of information con?dential to a client or former client, the client or former client

otherwise consents to it not being treated as con?dential; 
"Core Handover Obligations" has the meaning given in clause 12.11; 
means Cyril Suresh Shroff; 

 

 

(05/

?Current Account" means the amount due to or from a Partner or Former Partner (other
than in respect of capital or loans) as adjusted by any drawings or distribution, or other
adjustments in respect of the period after the latest Accounting Period Bad or as otherwise
provided or determined in accordance with this Agreement;

?Deed of Accession" means a deed of secession in the form set. out in Schedule 2;

?Deed ot?Retirement" means a deed of retirement in the form set out in Schedule 3 to be
executed in respect of an Outgoing Partner; 

"Defaulting Handover Partner" has the meaning given in clause 12.! l;

?Dissolution" means a dissolution of the Partnership in accordance with the lndian
Partnership Act 1932 (and ?dissolved" shall be construed accordingly);

?Effective Date" means 1 April 2015 or such later date as may be determined by the
Representative Partners;

?Equity Partnership" means Cyril Amarchand Mangaldas;
?Excluded Liabilities" means:

any liability of a Partner or Former Partner in respect of amounts owed by him or
her to the Partnership or any Related Firm;

any of a Partner or Former Partner in respect of which any amount has
been or wil be reimbursed by way of insurance to, or on behalf of; such Partner or
Former Partner (other than insurance made by or on behalf of such Partner or
Former Partner which is additional to professional indemnity and other insurance
made by the Partnership or insurance made by or on behalf of such Partner or
Former Partner to apply in circumstances where the Partnership has been
Dissolved); and

any liability of a Partner or Former Partner to claims from the Partnership or the
Related Firms in respect of any claim against the Partnership or the Related Firms
or loss arising to the Partnership or the Related Firms through the act or omission
in bad faith or the dishonest conduct of that Partner or Former Partner,

in each case, whether or not at the time such liability arises such person was a Partner or
Former Partner of the Firm;

?Existing Partners" has the meaning given in Recital 

?Exit" means ceasing to be a Partner for whatever reason, including by reason of death or
expulsion, unless the context requires otherwise;

?Exit Date? means in relation to an Outgoing Partner the date of his or her Exit;

"Firm" means the Partnership, the Equity Partnership, the Related Firms and any Other
Business Ventures, in each case, from time to time;

?Firm Leadership" means the leadership of the Equity Partnership from time to time{06

?Fixed Profit Share? means the fixed share of Pro?ts to which a Salaried Partner is
entitled, as set out in the column of Schedule 1 entitled "Pro?t/lass share" or as otherwise
determined from time to time by the Representative Partners acting in accordance with
the directions of the Firm Leadership;

?Former Firms" means: Amarchand Mangaldas Suresh A. Shroff Co.; 
Amarchand dc Mangaldas Suresh A. Shroff Co., Delhi; Amarchand J:
Mangaldas til: Suresh A. Shroff& Co., Mumbai; (iv) Amarchand Mangaldas Suresh
A. Shroff Co., North; Amarchand dc Mangaldas Suresh A. Shroff 00., South;
(vi) Suresh A. Shroi?f& Co.; and (vii) Amarchand Mangaldas Hiralal Shroff Co.;

?Former Partner" means a person who has ceased to be a Partner in the Partnership and,
where the context so requires, includes any such person's Representatives;

?Former Related Firm Partner? means a person who has ceased to be a Related Firm
Partner in the Firm (except where he or she became a Partner in the Partnership in
conjunction with ceasing to be a Related Firm Partner) and, where the context so requires,
includes any such person's Representatives;

?Former Salaried Partner? means a person who has ceased to be a Salaried Partner in
the Partnership and, where the context so requires, includes any such person's
Representatives;

?Foundation Year" means the period from the Commencement Date to (and including)
the day preceding the ?rst anniversary of the Commencement Date;

?Founder Salaried Partner" means a Salaried Partner who is a Founder Family Member
(as de?ned in a Relevant Agreement):

"Internal Transferring Partner? means any Partner who on or. around the date of his or.

her Exit becomes a Related Firm Partner and in so doing executes the relevant
instruments of accession or letter of appointment or such other document as may be
Speci?ed by the Representative Partners containing such covenants and other provisions
as determined by Representative Partners (unless otherwise determined by the
Representative Partners);

?Managing Partner? means the managing partner of the Firm from time to time;

?Name Licence Agreement" means the agreement from time to time betwun Cyril
Amarchand Mangaidas LLP and the Partnership in relation to the use of the name "Cyril
Amarchand Mangaidas" and certain other intellectual property rights;

?Other Business Ventures" means business or services in the broader legal Space and
legal industry or which are complimentary to the existing business areas of the Firm from
time to time and which can conveniently be carried out alongside the provision of legal
services (excluding for the avoidance of doubt: the provision of real estate assets for
use by the Firm; and (ii) any business carried on by the Firm);

?Outgoing Partner? means an Outgoing Salaried Partner or an Outgoing Representative
Partner, or both, as context requires;

Si

 

 



?Outgoing Representative Partner" means a Representative Partner who has ceased to
be a Partner due to Exlt in accordance with any provision contained in this Agreement or
who is otherwise deemed to be an Outgoing Representative Partner hereunder including
where appropriate a Partner who does not become a partner in a Successor Firm
(excluding an internal Transferring Partner) and, where the context so requires, includes
any such Partner's Representatives;

"Outgoing Salaried Partner" means a Salaried Partner who has ceased to be a Partner
due to Exit in accordance with any provision contained in this Agreement or who is
otherwise deemed to be an Outgoing Salaried Partner hereunder including where
appropriate a Partner who does not become a partner in a Successor Firm (excluding an
Internal Transferring Partner) and, where the context so requires, includes any such
Partner?s Representatives;

?Partner" means a partner for the time being in the Partnership who is a party to this
Agreement and for the avoidance of doubt includes Representative Partners and Salaried

Partners;

?Partnership" means the partnership for the time being recorded between the Partners.
the terms and conditions of which are contained in this Agreement; .

?Partnership Council" means the partnership council of the Firm;

"Proceedings" means any litigation, arbitration, dispute resolution procedure or other
proceeding (whether existing, pending or threatened) against, or involving, the
Partnership, Related Firms or any Former Firm, or any Partner, Former Partner (or any of
their Representatives) in each case in his or her capacity as (or relating to his or her
position as) a Partner, Former Partner arising or having arisen in the course of the
business of the Partnership or the Related Firms or any Former Firm; .

?Profits? has the meaning given in clause 6.1;

?Regulatory Authority" means the Bar Council of india or the representative bar council
in any State and any other authority, body or official (whether of india or elsewhere in the
world) which governs, regulates or supervises the activities of the Partnership or the
Related Firms or the partners or employees of the Partnership and the Related Firms in

relation to their activities;

?Related Firm" means any person or group of persons, ?rm, limited liability partnership,
company, other entity or sole proprietorship canying on business in the profession of
solicitors as the Firm Leadership may from time to time determine to be associated with
the Partnership for the purposes of this Agreement including, the Equity Partnership;

?Related Firrn Partner" means a person who from time to time is a partner (in any
partnership). director (in any company of similar entity) or member (in any limited
liability partnership), or sole proprietor of any entity which is a Related Firm;

"Relevant Agreements" means this Agreement, the Name Licence Agreement and such
other agreements and any relevant constitutional documents as may from time to time be

entered into in relation to the Equity Partnership or a Related Firm: _7 g}


?Relevant Entities" has the meaning given in clause .

52

 

 

- - 

 



?Representative Partner" means a Partner who is a partner in the Equity Partnership
nominated by the Firm Leadership to represent the Equity Partnership in the Partnership,
being as at the date of this Agreement, CSS and 

?Remuneration Policy? means the relevant policy on the remuneration of partners or
Salaried Partners, or both, as applicable as approved by the Firm Leadership on from time
to time (as such policy is amended iiom time to time in accordance with its terms);

?Representatives" means, in relation to an individual. his or her personal representatives,
insolvency receiver, receiver, trustee in. bankruptcy (or equivalent in any jurisdiction) or
other representative legally acting in his or her place;

?Revenue Authority? means any statutory, governmental, state, provincial or local
governmental authority, body or of?cial (whether of India or elsewhere in the world)
which assesses, demands or collects any form of Taxation;

?Salaried Partner" means a Partner in the Partnership who ls-not a Representative
Partner; -

?Strategic Advisory Board" means the body responsible for advising the Firm
Leadership on key Firm issues and strategy;

?Successor Firm" means any ?rm, limited liability partnership, company or other entity
from time to time holding itself out as a successor to, the Partnership or, as the case may
be, any of the Related Firms;

?Pandora" or ?Taxes" means all forms of taxation, whether direct or indirect, levied by
reference to income, pro?ts or gains, whenever and wherever imposed (whether imposed
by way of a withholding or deduction for or on account of tax or otherwise), including
national insurance contributions in india and any social security or similar contributions
outside india whenever imposed, stamp duty, value added tax and all penalties, charges,
costs and interest relating thereto and references to ?Tax? shall be construed accordingly;

?Variable Pro?t Share" means the share of Pro?ts to which a Representative Partner is
entitled to as determined by the Representative Partners acting in accordance with the
directions of the Firm Leadership; and

means Vandana Cyril Shrot'f, the wife of CSS.

Interpretation
In this Agreement, unless the context requires otherwise:

1.1.1 references to solicitors and legislation and regulations and other requirements
concerning solicitors or advocates shall include, where the context so requires,
references to the legislation and regulations and other requirements of any
Regulatory Authority, and any relevant foreign regulatory bodies;

l.l.2 the contents page and headings and bold type face inserted in this Agreement are
inserted for convenience only and do not affect the interpretation of this

Agreement;

 

 

5, WW

l.l.4
l.l.5
l.l.6

l.l.l0

l.l.ll

1.1.12

{03

references to recitals, clauses, sub-clauses, paragraphs and schedules (other than
to a schedule to a statutory provision) are to recitals, clauses, sub-clauses and
paragraphs of and schedules to this Agreement;

references to the singular include the plural, and vice versa;
references to any gender include a reference to all genders;

references to persons include a reference to firms, bodies corporate,
unincorporated associations and partnerships and to an individual ?s
Representatives;

references to a statute or statutory provision or regulation include a reference:

(A) to that statute or provision or regulation as from time to time modi?ed,
extended, replaced or re-enacted;

(B) to any repealed statute or statutory provision or regulation which it re-
enacts or re-states (with or without modi?cation); and

(C) to any subordinate legislation made under the relevant statute or statutory
provision;

references to any Indian legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court of?cial or any legal concept or
thing in respect of any jurisdiction other than India are deemed to include what
most nearly approximates in thatjurisdiction to the Indian legal term. References
to any Indian statute or statutory provision or regulation are deemed to include
any equivalent or analogous laws or regulations in any otherjurisdiction;

if a period of time is specified as from a given day, or from the day of an act or
event, it shall be calculated exclusive of that day;

a reference to ?includes" or "including" shall mean ?includes without limitation?
or ?including without limitation";

references to writing shall include any modes of reproducing words in any legible
form and shall include email except where expressly stated otherwise; and

references to this Agreement include this Agreement as amended or supplemented
in accordance with its terms11"

 

H69

IN WITNESS whereof this DEED has been duly executed by the parties hereto and is
intended to be and is hereby delivered on the date ?rst above written:

Executed and delivered as a Deed by
CYRIL SURESI-I SHROFF
in the presence of:

(witness name). .Salw. 
(witness WM

(witness 

  

(witness signature). . ..

Executed and delivered as a Deed by
VANDANA CYRIL SHROFF
in the presence of:

(witness name) . 

(witness signature)m..m 
(witness name). . make-"1 . $931.19? 









  



(witness signature)? . 
Executed and delivered as a Deed by 

RAHUL SARELLA 
in the presence of: 








 

 

Cth?W/r 

 

 

Executed and delivered as a Deed by
DOROTHY THOMAS
in the presence of:

(witness 

(witness signamremm.%.

Ix 









(witness name). . .. 

 

(witness signature). . ..

Executed and delivered as a Deed by
RASHMI PRADEEP
in the presence of:

(witness 

(witness signature)W.MM

(witness name). 

 
 

(witness signature). . 

Executed and delivered as a Deed by
NAMRATA KOLAR
in the presence of:

 



 

 



 

 

Executed and delivered as a Deed by
HARITA RAO
in the presence of:

(witness 

(witness signature) . MW


(witness name)

   

Ugh!

(witness 

Executed and delivered as a Deed by
ARUN S. PRABHU
in the presence of:

(witness namelgei?djh?i?ht-bh SNAEF

(witness signature)m.MM

(witness name). "mil-59.9.1.1. 9. 

(witness signature)" 



Executed and delivered as a [iced by 
AKSHAY JEET BHAT 
in the presence of: 


(witness 
(witness signature) M. WM

(witness ?335k"?! 

 

57



 

 

 

Executed and delivered as a Deed by

in the presence of:

(witness namelwwi??hu?nghh?m
(witness 








  

(witness name). . . .5. 919.9193?)

ekw 

(witness - ..: 
Executed and delivered as a Deed by)

AVINASH UMAPATI-IY 

in the presence of: 



(witness 

(witness signature). i




 

(witness