Family arrangements and quasi-partnership principles uphold the right of family members to manage a family business, preventing removal of a director based solely on majority shareholder decisions.

JUDGMENT :

FIRDOSH P. POONIWALLA, J.

1. This judgement disposes of the following three Appeals:

a) Appeal (L) No.30581 of 2023 which has been filed by Lallubhai Amichand Limited impugning the Order dated 25^th October 2023 passed by the Learned Single Judge of this Court in Interim Application (L) No.22820 of 2023 in Suit (L) No.22818 of 2023 granting ad-interim reliefs.

b) Appeal (L) No.32111 of 2023 has also been filed by Lallubhai Amichand Limited impugning the Order dated 10^th November 2023 passed by the Learned Single Judge of this Court in an Application for speaking to the minutes of the Order dated 25^th October 2023.

c) Appeal (L) No.33445 of 2023 filed by Indira Shah (Original Defendant No.11), Dhiren Shah (Original Defendant No.1), Paresh Shah (Original Defendant No.3), Rajeshri Shah (Original Defendant No.16) and Jasmin Shah (Original Defendant No.17) impugning both the aforesaid Orders dated 25^th October 2023 and 10^th November 2023.

2. By consent of all the parties, we have finally heard all these Appeals.

3. For the sake of convenience, in this judgement, the parties will be referred to as per their nomenclature in the Suit.

4. It would be appropriate to set out the facts as pleaded in the Plaint, which are as follows:

(a) Plaintiff No.1 is one of the three sons of Jagmohandas Shah. As a member of the Jagmohandas Shah family, Plaintiff No.1 has been adirector of Defendant No.4 since 2^nd June, 1984. Plaintiff No.2 is the son of Plaintiff No.1. Since 2005-06, Plaintiff No.2 has been involved in the family business.

(b) Defendant Nos. 1 and 3 are the only surviving sons of Rameshchandra Shah, who was the brother of Jagmohandas Shah. Defendant Nos.1 and 3 also represent their respective immediate family members, trust and HUFs. As members of the family of Rameshchandra Shah, Defendant Nos. 1 and 3 have been directors of Defendant No.4 since 1^st January, 1984 and 1^st January, 1990 respectively. Each of them held 17.16% shares in Defendant No.4. Defendant No.2 is the daughter of late Sanjiv Shah (2^nd among three sons of Rameshchandra Shah) and was appointed as a director of Defendant No.4 on 21^st July, 2022, upon the demise of Sanjiv Shah.

(c) Defendant No.4 is a Company. Defendant No.4 was incorporated in1948. Defendant No.4 was originally founded as a partnership firm in 1911 by the father and uncle of Rameshchandra Shah and Jagmohandas Shah. Defendant No.5 is a wholly owned subsidiary of Defendant No.4 and was incorporated on 10^th February, 1964.Defendant No.6 is also a wholly owned subsidiary of Defendant No.4. Defendant No.7 is a Limited Liability Partnership with Plaintiff No.1, Defendant Nos. 1 and 3 and Rajashri Sanjiv Shah as its partners.

(d) Defendant Nos. 8 and 9 are the brothers of Plaintiff No.1. They are members of the Jagmohandas Shah branch of the family and have exited the business of the family. Defendant No.10 is the wife of Jagmohandas Shah. Defendant No.11 is the wife of Rameshchandra Shah. Defendant Nos. 10 and 11 are shareholders in Defendant Nos. 4 and 6. Defendant Nos. 12 and 13 are members of Jagmohandas Shah branch of the family and have no representation in the business of the Lallubhai Amichand Group (Defendant Nos. 4 to 7). Defendant Nos. 14 and 15 are members of Rameshchandra Shah branch of the