the gouknngepgenat com), Shan, Guna” cee ilat Resolunons proposed on 101n November, 2014 Gpinvon AMSS pat re Attachments nfictential 7 Dear Management Committee Members nd We have now received all the responses in conneetion with the eircular resolutions proposed by George sil dated 10! November. 2014 James vide communication, in Gils she voxing record speaks for itselP and | do not currently want to engage om sete My of some of the statements made, E niust make a fess tl le The actions of October 16 were entively valid and were taken in the best interest of the firm afer taking independent legal opinion, Please find enetosed a eopy of the opinion from Mr. Virag Tulapurkar, Sr Counsel Legalities apart, ifat all we need to find a way of the firm moving forward regardless of the differences on matters outside the firm between two partners, we will have to go by the Partnership arrangements and the various actions and decisions reflecting the current partnership position. As members of the Management Committee, it is our duty to act on the same. We have no option but to do so. As at practical matter also, Udo not see anything wrong legally or miorally in implementing the principles of braneh equality, which has be Of the Founder family 0 reiterated time and again by all concerned nl 15 part oF the firm's records vel especially all membes 3. L believe the present decision at least preserves: the option of th differences are settled in a private domain, Chope and expeet that it will happen. nm moving forward whilst the Talso see that the non-l mily members of the MC are aligned in taking independent legal advice protect the position of the firm arising out of these differences. I have tabled the opinion of Mr. Viray Tulzapurkar. Sr. Counsel. 1 Gunjan would like to meet him, we ean facilitate the same. We ean also, meet Mr, fanak Dwarkadus. Sr. Counsel to take his views in the matter of protecting the firm’s interest Whilst [do expect that the matters outside the lim will get resolved amicably, it is a reality that the firm other paciness. the staf? and more importantly: the resentation if required) to is more than the family as there are interesis of th client community, Therefore. we must take independent feyal alo proteet the interest of the firma, should the differences not be cesolved Uhave presently not replied to the (eters from Mr. Shardul Shrofl and/or M/s. Bhatueha & Partners. However. it should not be taken as acceptance of anything said therein. Far the moment, we should only focus on protecting the firm's interest and proceed for an amicable resolution Mr. Shardul Shroff has also raised number of other matters that were to be considered by. the Management Committee, We have tried 10 meet on these matters in the past and [would urge that weJineuas these maviers. Ueiwever. af chal 10 PASKONS F ssoutd request that he tah cn meet te AGMA i hone antters 30 that howe ean Be JO cd ot hy iseuation What conn ei th iced lar independent legal represeniarron of IE Ti particulaily when the Hin ys rceuasany J tor independent lepal rep of te ceardiny the Hirmandd ALP. which wre addccxvet Jicitors of a pariner of Cee Comespandence from anid at nt the members othe Manabe to the partners the next steps 10 seussion 0 Perhaps Gunjan ean come 10 fe can take necessary Action and | have ad pe Hiren ‘ounnsel and Wi George. Gunyan tect the interest oF rect with the senie © Lusgest that Jame ¥ would, therefore fal advice 10 pm sevkiny, independent lez! Murtha an the next day oF se for George ACNE and we ean ‘along will fares aril along with Us, Regards, |. Viswanathan artnet > Se Counse Opinion dated 14" October, 2014 of Mr. Virag Tulzapurkar viswanathan | partner amarchand & mangaldas & suresh a, shroff & co, advocates and solicitors * lor | peitula chambers peninsula corporate park ganptrao kadam marg| ower parcl | mumbai - 400 013 tel: (91-22) 2496 4485 / 6660 4455 fax (91-22) 2496 3666 / 6662 8466 ‘email |viswanathan@jamarchandcom te riomcnenaks i mnnan epm tine Samu raw Firat Wear) HAIG ian Law Fen Awan 2013 Be Oven we I Sa ven re a's top 40 Las icant 2013 Ranked 1208 in Asia Paste Lap 14 Ip Hern Del eee 1 wovghand # Mangalas& Ses Shut 8 NA Ty 50 ia Pi La Fas argon ALI Ligne Chis Po oe From: Shroff, Shardul Sent: 11 November 2014 23:42 Sent ea abraham; ‘george gouking@gmal.com’ (gcorge geuitingtegma com) re: aire, Cyn Viswanathan; Shah, Gunjan, tro, Sherdut, Bojan Shashkant Subjects Reply to Jone Mall rom James and George dated 10th Hovembes, 2014 Strictly Private and Confidential From: Shardul $ Shrott To: James Abraham and George Goulding, Coto: Cyril S Shrott, L. Viswanathan, Gunjan Shab, Shardul § Shrot! 2In Re: Cla: units in AMSS 1 My opinion is sought on the following queries raised in a written case for opinion: ue! (A) _ Given the demise of BSS, what are the obligations of the Querist in relation to the 52,000 Class ‘A’ units held by her in the Querist and how should they be devolved onto SSS and CSS branches? What steps should the Querist take for the cancellation of her units and issue of new units in their place to SSS/PSS and CSS/VCS by the Querist for the proper normal administration and management of the financial affairs of the Querist as these units cannot be cancelled nor be held for the benefit of a deceased partner and need to be devolved as per the arrangements? Further, whether the capital required for such cancellation (and consequent return of capital to Estate of BSS) is required to come from infusing of funds by SSS/PSS and CSS/VCS and hence the re-issue is required to occur > concurrently? The Querist seeks ad’ n this. (B) What is the relevant decision making forum of the Querist in relation to the devolution of. who must also perform the ministerial and adminj (C) Inthe 3.0 Deed, the FFA and other