In a suit by Anastasia Oberoi, daughter of late hotelier Prithvi Raj Singh Oberoi of the Oberoi Group, the Delhi High Court on September 12 granted interim injunction restraining EIH Limited and its holding companies – Oberoi Hotels Private Limited (OHPL), Oberoi Properties Private Limited (OPPL) – from transferring its shares.
The validity of the will of late P R S Oberoi has been disputed by his son Vikramjit SIngh Oberoi and nephew Arjun Oberoi, primarily on the ground that it does not reflect “the correct sentiments and wishes of late M S Oberoi (father of P R S Oberoi).”
The two are also relying on a 1992 will and the terms therein to claim a stake to the shares of holding companies in the group.
P R S Oberoi bequeathed moveable properties, namely shares and interests in the three holding companies – OHPL, OPPL and Aravali Polymers LLP – with one half to his daughter Natasha and the other to AO Trust, whose sole beneficiary is Anastasia.
For his immovable property Aashiana Villa at Bijawasan at Kapashera in Delhi – spread over nearly 12 acres – his will bequeathed the property to Aashiana Trust, where Anastasia, too, is a sole benefactor and trustee along with her mother Mirjana Jojic Oberoi and another trustee Anmol Joshi, all of whom are plaintiffs in Anastasia’s suit.
Anastasia has been demanding a transfer of 1.68 lakh shares of EIH Limited since at least March this year, as bequeathed by P R S Oberoi’s will from October 25, 2021 along with Codicil dated August 27, 2022.
Apprehending that other family members will be selling the shares in the company, Anastasia in her suit has contended that instead of exploring the option of transfer of the shares held by the P R S Oberoi in OHPL and OPPL, the will executors are exploring the option of selling those shares to Vikramjit and Arjun at a price that would be determined by them.
This, as per Anastasia, would defeat her rights as well as that of the two trusts where she is the sole benefactor, who were named to be the ultimate beneficiaries as per the will.
Vikramjit and Arjun have, however, contended that the shares can be transferred only to a blood relative and not to a trust as P R S Oberoi’s will did.
The court of Justice Navin Chawla, in its order on September 12, noted that Anastasia had “demonstrated e prima facie reliability of the will” and had made a “good prima facie case” in her favour.
“The plaintiffs are likely to suffer grave irreparable harm in case the subject matter of the suit – that is the shares and properties – are alienated during the pendency of the suit and before the defendants file their response and the same is considered by this court… At the same time… (OHPL and OPPL) has submitted that there are certain statutory compliances, which are required to be completed by (OHPL and OPPL), and that the same cannot be completed in absence of a shareholder holding Class-A shares in the said companies,” the court said.
To this effect, the court restrained the will executors – which also includes P R S Oberoi’s daughter Natasha, and the companies EIH Limited, OPPL and OHPL – from transferring or transmitting any shares in EIH Limited, OPPL and/or OHPL, which were held by P R S Oberoi, except one Class-A share each in OHPL and OPPL to one executor, Rajaraman Shankar, so that he can attend the meeting and ensure statutory compliances and clearances.
The court also restrained the two will executors and Vikramjit and Arjun from interfering with the possession by Anastasia and her mother of Aashiana Villa. Additionally, it injuncted the two will executors as well as Natasha from transfer of 1.68 lakh shares of EIH Limited in favour of Anastasia from the demat account of P R S Oberoi.
Meanwhile, the court issued notice to the defendants on the suit and also took on record a video recording from September 26, 2020 – provided by Anastasia – where P R S Oberoi had discussed his will bequeathal with one of the executors, Daniel Lee Farrugia, who is also a defendant in the suit. Anastasia submitted the recording to attest to the validity of the will.
In the recording, P R S Oberoi mentions that while Vikramjit and Arjun will individually have one-third share in the holding companies, Natasha and Anastasia shall combined have one-third share but will control the management of the holding companies and EIH Limited. He had expressed his wish that the company should be run by an independent management and should not be with the family anymore.
