“I can only presume they misread the capital introduction. They've looked at it, I think very basically, five people divided by five and that's it.”
“During about 1991 my father told Udhyam and me that he was handing the businesses over to us to avoid tax. We were to take charge. He wanted to spend only the summer months in England and spend the rest of the time where he had grown up in India and travelling. He said that all the businesses were to belong to Udhyam and me equally.”
“June 02 bank statements as requested. Please drop me an email ([address]) to confirm receipt of this fax. OR fax a confirmation (fax # above).”
“Udhyam seems to have control of that account. He said to me before things went wrong between us that the savings account with the Bank of Baroda contained£200,000 , in case I needed money to spend while in India.”
“These were draft documents and they’ve never – I’m not involved”
“We also prepared a transfer of [23 Hambledon Place] and although this was executed by the parties it was never actually completed. The reason for this is that the transfer was subject to a mortgage in favour of National Westminster Home Loans Limited and as a result it attracted stamp duty. The clients were considering reducing the mortgage debt to bring it below the stamp duty threshold. Mr. B. M. Amin subsequently died and no further action as taken in relation to the transfer of the property.”
“The property is now in the joint names of yourself and Vatsal without restriction which means that you hold the property as joint tenants and on the death of one the property passes to the survivor.”
“Q. Your mother and father appear to have paid, do they not,£170,000 of their own money towards the purchase of Kingswood Manor? A. That I see, sir, now, sir. “Q. You accept that, do you not?” “A. That it came from their account, yes.” “Q. Yes, you accept that?”
“At my father’s suggestion, as he was divesting himself from every other asset except the Cavendish Road property and business, Kingswood Manor was purchased in the joint names of Udhyam and me. We were always intended to be the owner; it was never suggested that we held any part on trust for anyone else.”
“direct contributions to the purchase price by the partner who is not the legal owner, whether initially or by payment of mortgage instalments, will readily justify the inference necessary to the creation of a constructive trust.”
“I take the law to be to the following effect. First, a court of equity will order an inquiry and payment of occupation rent, not only in the case where the co-owner in occupation has ousted the other, but in any other case in which it is necessary in order to do equity between the parties that an occupation rent should be paid. The fact that there has not been an ouster or forceful exclusion therefore is far from conclusive. Secondly, where it is a matrimonial home and the marriage has broken down, the party who leaves the property will, in most cases, be regarded as excluded from the family home, so that an occupation rent should be paid by the co-owner who remains. But that is not a rule of law; that is merely a statement of the prima facie conclusion to be drawn from the facts. The true position is that if a tenant in common leaves the property voluntarily, but would be welcome back and would be in a position to enjoy his or her right to occupy, it would normally not be fair or equitable to the remaining tenant in common to charge him or her with an occupation rent which he or she never expected to pay.”
“What the court is endeavouring to do is broad justice or equity as between co-owners. As Millett J. said in Re Pavlou the fact that there has not been an ouster or forcible exclusion is not conclusive. The trustee cannot reside in the property nor can he derive any financial enjoyment from the property while the bankrupt's spouse resides in it, and the bankrupt spouse's creditors can derive no benefit from it until he exercises his remedies. I do not consider that the policy expressed in the news. 283 of the Insolvency Act 1986 is of any assistance (even if it had been in force). It is true that the trustee could have realised his remedies earlier, but Mrs Byford benefited to a considerable degree by his inaction, while Mr Byford enjoyed the use of the property with Mrs Byford, without any benefit to his creditors.”
“Mother-in-law, you have never seen mother-in-law. Mother-in-law is an extremely frail lady. She can't walk from here to here [indicating a short distance]. You make her walk, it will take 20 minutes. She cannot cook for herself. She cannot do anything for herself. How is she going to live in an annex on her own?”
“No, what – the point was that after Udi said that we must sell Kingswood Manor to acquire smaller houses, there came a point where the furniture would have to be considered. That’s when I said that, you know, whatever half Udi has is what I have, and that’s what was – some of those items were purchased during my father’s time.”
“I have never in my experience at the Bar or on the Bench heard of an application to amend to plead a limitation defence during the course of the final speeches. Such an application would, in my view, inevitably have been rejected as far too late. A defence of limitation permits a defendant to raise a procedural bar which prevents the plaintiff from pursuing the action against him. It has nothing to do with the merits of the claim which may all lie with the plaintiff; but as a matter of public policy Parliament has provided that a defendant should have the opportunity to avoid meeting a stale claim. The choice lies with the defendant and if he wishes to avail himself of the statutory defence it must be pleaded. A defendant does not invariably wish to rely on a defence of limitation and may prefer to contest the issue on the merits. If, therefore, no plea of limitation is raised in the defence the plaintiff is entitled to assume that the defendant does not wish to rely upon a time bar but prefers the court to adjudicateon the issues raised in the dispute between the parties. If both parties on this assumption prepare their cases to contest the factual and legal issues arising in the dispute and they are litigated to the point of judgment, the issues will by this time have been fully investigated and a plea of limitation no longer serves its purpose as a procedural bar. [my emphasis] If a defendant decides not to plead a limitation defence and to fight the case on the merits he should not be permitted to fall back upon a plea of limitation as a second line of defence at the end of the trial when it is apparent that he is likely to lose on the merits…… Whether an amendment should be granted is a matter for the discretion of the trial judge and he should be guided in the exercise of the discretion by his assessment of where justice lies. Many and diverse factors will bear upon the exercise of this discretion. I do not think it possible to enumerate them all or wise to attempt to do so. But justice cannot always be measured in terms of money and in my view a judge is entitled to weigh in the balance the strain the litigation imposes on litigants, particularly if they are personal litigants rather than business corporations, the anxieties occasioned by facing new issues, the raising of false hopes, and the legitimate expectation that the trial will determine the issues one way or the other. Furthermore to allow an amendment before a trial begins is quite different from allowing it at the end of the trial to give an apparently unsuccessful defendant an opportunity to renew the fight on an entirely different defence.”
“Prior to beginning work for [Cashco] she was told by her father…that in return for such work she would receive a share in the [Cashco] partnership of the same 10% size as that held by [Mr Desai], her husband. [She] understood from [the Father] that [Vatsal, Udi and Mr Desai] also agreed to this proposal from [the Father]”
“Q. Have you spoken to your brother Udhyam at any time since 1987 saying: okay, can I have a salary now? A. Yes, I ask him and he says: I'll sort you out. He has not denied. Q. When did he say that? A. I asked him on maybe one or two occasions. Q. How many years ago would you have asked him that? A. It won't be like a specific time. It might have come up in a conversation, like I would say jokingly: it's time you pay me. Things like that. I mean it's not a formal meeting to sit down and say: can you please pay me now. Q. Have you not pursued those questions: okay, you said you will sort me out, kindly do it? A. No, because I have faith in the family. They not going to say no -- if I went to Udhyam and say: I'm in bad trouble today, give me a loan, give me something, I'm sure neither them will say no; and that is how my father brought us up, to stand by each other.”
“Personally, I wasn't responsible for all those 19 years. But since my father had said, that promise had been made, I will honour my father's promise and it's not an invention. It's a fact.”
“Q. So in that instance, you put into effect what your father had agreed? A. I would like to think I want to put both things into effect what my father agreed. Q. Well Mr Talbot will interrupt me if I am mistaken but we have four bundles of correspondence in bundle I. We have 11 bundles of documents in bundle G and I don't think we have anywhere in there a letter from you to Vatsal saying: ‘I really could kick myself. We've let Harshika down badly by not paying her for 19 years. Will you agree we should now pay her?" A. I’m sure if things were better between myself and Vatsal that would have continued on and when we did address it, we would have both agreed to pay her.”
“I don’t interfere with their matters. I’m just a sleeping partner in Cashco”
“Q: Mr Sisley said to you that for many years Udhyam did not keep his promise and you said that you did not think about it like that. Could you tell the judge how you did think about it? A: (Interpreted) Because the whole entire business is a family business and nobody ever needed anything like that, any monies like that, and there was no need for me to think that way either.”
“Q. ……………was it your evidence two days ago that Harshika was actually being paid a wage while she was working at Cashco? A. I know she has been paid some sort of a wage, yes. Q. You know that? A. Yes. Q. How do you know that? A. Because nobody would work for 19 years without, you know, satisfactorily being paid in some way. Q. That's all you have to go on, is it? A. Yes.”
“I cannot prove a brown envelope and claim that there was a brown envelope there, but the sheer existence of that in the Cash & Carry business is quite obvious to people who work within Cash & Carry.”
“Q. How many brown envelopes did you see? A. Time to time, when I was there. Q. Three, four, five, ten? A. I cannot put numbers on it because I saw it time to time, but I am not suggesting in any way that that was the brown envelope which she got paid by or whatever, but I know she was rewarded in some way. Q. Well, I suggest that that's simply your speculation and you don't know about it at all? A. No, I know I am not speculating anything, sir. I am telling the truth.”
"A member of a company may apply to the court by petition for an order under this Part on the ground – (a) that the company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of members generally or of some part of its members (including at least himself) or (b) that an actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial."
"If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of …"
“The conduct of the petitioner may be material in a number of ways, of which the two most obvious are these. First, it may render the conduct on the other side, even if it is prejudicial, not unfair: cf. In re R. A. Noble & Sons (Clothing) Ltd [1983] B.C.L.C. 273. Secondly, even if the conduct on the other side is both prejudicial and unfair, the petitioner’s conduct may nevertheless affect the relief which the court thinks fit to grant...”
“…it seems to me clear that, depending on the seriousness of the matter and the degree of its relevance, such conduct would be capable of leading a court to deny the petitioner any relief at all, even though the conditions under s.459 are made out.”
“[62] It would have been open to the judge to have taken account of the misconduct in his order for costs.”
“[73] …The prospective nature of the jurisdiction is reflected in the fact that the court must assess the appropriateness of any particular remedy as at the date of the hearing and not at the date of presentation of the petition; and may even take into account conduct which has occurred between those two dates. The court is entitled to look at the reality and practicalities of the overall situation, past, present and future.”
“But the unfairness does not lie in the exclusion alone but in exclusion without a reasonable offer. If the respondent to a petition has plainly made a reasonable offer, then the exclusion as such will not be unfairly prejudicial and he will be entitled to have the petition struck out. It is therefore very important that participants in such companies should be able to know what counts as a reasonable offer. In the first place, the offer must be to purchase the shares at a fair value. This will ordinarily be a value representing an equivalent proportion of the total issued share capital, that is, without a discount for its being a minority holding. …….. Secondly, the value, if not agreed, should be determined by a competent expert. The offer in this case to appoint an accountant agreed by the parties or in default nominated by the President of the Institute of Chartered Accountants satisfied this requirement. One would ordinarily expect the costs of the expert to be shared but he should have the power to decide that they should be borne in some different way. Thirdly, the offer should be to have the value determined by the expert as an expert. I do not think that the offer should provide for the full machinery of arbitration or the half-way house of an expert who gives reasons. The objective should be economy and expedition, even if this carries the possibility of a rough edge for one side or the other (and both parties in this respect take the same risk) compared with a more elaborate procedure…. Fourthly, the offer should, as in this case, provide for equality of arms between the parties. Both should have the same right of access to information about the company which bears upon the value of the shares and both should have the right to make submissions to the expert, though the form (written or oral) which these submissions may take should be left to the discretion of the expert himself. Fifthly, there is the question of costs. In the present case, when the offer was made after nearly three years of litigation, it could not serve as an independent ground for dismissing the petition, on the assumption that it was otherwise well founded, without an offer of costs. But this does not mean that payment of costs need always be offered. If there is a breakdown in relations between the parties, the majority shareholder should be given a reasonable opportunity to make an offer (which may include time to explore the question of how to raise finance) before he becomes obliged to pay costs. As I have said, the unfairness does not usually consist merely in the fact of the breakdown but in failure to make a suitable offer. And the majority shareholder should have a reasonable time to make the offer before his conduct is treated as unfair. The mere fact that the petitioner has presented his petition before the offer does not mean that the respondent must offer to pay the costs if he was not given a reasonable time.”
“In September 2003, my brother and his wife decided that they wanted to purchase an expensive house for themselves alone, as their private property. The house they identified was on the market for£1.8 million .”
“Vatsal and Anju have consulted me because they are unhappy that they do not have an opportunity to be as fully involved as they would like in the family business and they would like to know what is going on within that. The unhappiness and the effect which this is having on, not just themselves but also their children, has meant that they feel it would be best for all concerned if they were to move out of the home that they share with you and other family members, to a new home that is owned in the same way.”
“To accommodate and resolve the current situation, I can if required, move out from Kingswood Manor, of course whilst not revoking any rights and only on a temporary basis to facilitate the immediate separation of both our business interests and the sale of Kingswood Manor.”
“I decided to make a large withdrawal from Cashco, Britbuild and VU Chem both to secure myself and to force Udhyam’s hand to make him sit down and talk sensibly. I ensured that the amount that I took was no more than we were entitled to out of the partnership and no more than accrued directors’ loan out of VU Chem. In other words, I was not taking a penny that did not belong to me. I calculated it otherwise as what we needed to set ourselves up elsewhere and meet our ordinary expenses. I drew seven cheques from VU Chem totalling£51,727 . I drew a total of£248,155.50 from Cashco and£41,860.97 from Britbuild.”
“Please note that our client will be drawing this unusual expenditure from the VU Chem Ltd Expense Account.”
“Anju and I were forced to take over all the administration ourselves. In addition to the other problems that would have arisen, if continuity was not maintained on day to day medical running of the shops we would have almost certainly lost our NHS contracts. An NHS contract requires a chemist’s shop to ensure continuity of service during adequate opening hours, with sufficient stocking to meet the needs of customers. Therefore I had to ensure payments to staff, to suppliers and to other creditors such as landlords…”
“Q. So you decided to take those clear responsibilities away from your brother, didn’t you? A. That’s right, because my brother didn’t want me to be there, sir. Q. So you decided that you would change the financial management of this company without any notice or agreement from the board of directors, didn’t you? A. Because their solicitors had written that they would willing to put a cessation of trade, and have it put into liquidation, and that was my worry, sir.”
“You and we have previously agreed that VU Chem should be placed into liquidation and the assets sold. We have come across a serious impediment to that plan. It appears that on the company going into liquidation, it would immediately lose its authority to fill NHS prescriptions”
“Does that mean the answer to Mr Talbot’s questions is: none? A. None. Not that I can recall any, sir.”
“We are instructed that, as long as the position regarding the accounting records is regularised immediately, the Board are in principle content that Mr Vatsal Amin should continue to act as the Company’s Superintendent Pharmacist, on the same basis as hitherto.”
“They had never been paid a substantial salary by VU Chem, and they did not expect to be so paid. Their principal remuneration came through dividends and through the profits of the partnerships in which Udi and Bhavini worked [Vatsal’s evidence]. As with Udi and Bhavini, Vatsal and Anju’s payment came from all the family businesses and not simply from the business in which they happened to work. Their refusal to continue to work for VU Chem meant that they would contribute nothing further to the family at all.”
“As I explained, sir, I'm not technically knowledgeable in these schedules of dilapidation, everything was handled by my brother over the years”
“Whilst our client will be responsible for the expenses incurred in complying with any agreed settlement, your client is the tenant and his authority will be required to conclude any settlement, unless he delegates that function to the company. We should be grateful if you will confirm, in writing, that your client is happy for our client to conclude the negotiations with the landlord’s surveyor on your client’s behalf and without further reference to him, on the basis that your client will not be responsible for any of the expenses and costs involved.”