The Trust Deed permits the Managing Trustee to manage the Trust without requiring unanimous consent from the Trustees, and the plaintiff failed to establish a prima facie case for interim relief.

J U D G M E N T

I.A. 36653/2024

1. This application has been filed by the plaintiff under Order XXXIX Rules 1 & 2 of the Code of Civil Procedure, 1908 (in short, „CPC‟) praying for the following reliefs: “(a) Appoint an Administrator to administer the affairs of the K.K. Modi Family Trust, including to vote on behalf of the K.K. Modi Family Trust at the Annual General Meeting of Godfrey Phillips India Limited slated to be held on 06.09.2024 after consulting the Trustees and in the interest of the beneficiaries; and/or (b) Restrain Defendant No. 1 from voting on behalf of the K.K. Modi Family Trust/ Defendant No.5/Trust Companies in the Annual General Meeting of Godfrey Phillips India Limited slated to be held on 06.09.2024.”

Proceedings in the present Suit:

2. The present is the third application filed by the plaintiff under Order XXXIX Rules 1 & 2 of the CPC, the first two being I.A.31728/2024 and I.A. 32679/2024. As the present application stated that the Annual General Meeting (in short, „AGM‟) of Godfrey Phillips India Limited (in short, „GPIL‟) is slated to be held on 06.09.2024, and an urgent relief is being sought in terms of the prayer made, prior to the said meeting, the present application was heard first. The learned senior counsels appearing for the defendants reserved their rights to make further submissions as far as the earlier two applications are concerned. In rejoinder, the learned senior counsel appearing for the plaintiff, therefore, also confined his submissions to this application.

3. It is made clear that any observation made hereinunder on the merits of the case while deciding the present Application shall, therefore, not affect the outcome of the other two pending applications, and being prima facie in nature, cannot, in any case, affect the outcome of the Suit.

Case of the plaintiff:

4. The present Suit has been filed by the plaintiff inter alia seeking a Decree of declaration, permanent and mandatory injunction against the defendant no.1, praying for the following reliefs:

“(a) Pass a decree of declaration thereby declaring that the Defendant No.1 has been acting in breach of trust and in breach of her

fiduciary duties; and/or

(b) Grant a permanent and mandatory injunction removing the Defendant No. 1 from the office of Managing Trustee of the K.K. Modi Family Trust and restraining Defendant No. 1 from interfering in any manner in the affairs of the K.K. Modi Family Trust; and/or (c) Pass a decree appointing an Administrator to administer the affairs of the K.K. Modi Family Trust; and/or (d) Direct rendition of accounts, inspection of ledgers, profit and loss accounts, share scripts, details of dividends, details of Demat accounts of the K.K. Modi Family Trust and all the Trust Companies, including as mentioned in Schedule II of the Trust Deed to the Administrator and/or the Plaintiff; and/or (e) Pass a decree directing the administrator to:

i. Collect all the moneys due to the K.K. Modi Family Trust, including any moneys that may have been wrongfully appropriated by Defendant No. 1 and 2; and ii. Take steps to sell the assets of the K.K. Modi Family Trust in accordance with the mechanism set out in the Trust deed; and iii. Distribute the net proceeds of sale of all the assets and properties of the Trust to the four Family Branches as set out in the Trust Deed.”

5. The case of the plaintiff is founded on the “Restated Deed of Trust” dated 09.04.2014 (hereinafter referred to as the “Trust Deed”), executed between late Sh. K.K. Modi as a Settlor, and the defendant nos.1 to 4. It contains a confirmation of a Trust called “K.K. Modi Family Trust” (in short, “Trust”) based on a Family Settlement dated

10.02.2006 between the parties.

6. The plaintiff herein, is one of the beneficiaries as defined in Clause 2.3 read with Schedule I and IA of the Trust Deed. The Clause

2.3 of the Trust Deed reads as under:

“2.3. "Beneficiaries" shall mean:

2.3.1. The individuals as set out in Schedule I who are members of Mr.K.K.Modi's fam