em: Lm UU From: George Goulding [george goulamnaeean To: Shroff, Shardul, Sheol, Cyril. Views Stojece aubtinte From: George Goulding STRICTLY PRIVATE AND CONFIDENTIAL To Shardul Shroff, Cyril Shroff, L. Viswanathan, Gunjan Shah CcS.H.Bhojani, James Abraham dependent MC jintly. We are writing in our capacity as in This email comes to you from James and George joint! ii, smibersof AMSS. We ate also fends of the firm, It has been prompted by the current situation generally, in particular the recent emails from Bharucha & Partners, which were copied to us. Any uncertainty over the ownership of the interests in the firm of the late Mrs Shroff ("BSS") is endangering the future of the firm and its partners and staff. We are running the risk of media attention. {tis in our view imperative to remove this uncertainty from the firm now, and that any discussion over the estate of BSS should be on matters outside the firm. The firm interests cannot in our view be treated as part of the estate and only the funds realizable on return of the capital and undistributed profits should be Part of the estate, The MCis the appropriate body to deal with the ownership interests (both the Class ‘A’ Units in the firm and ‘the Class ‘A’ shares in ATP) in the firm, Iris cleat tous that, whatever the result ofthe discussions in relation to the estate (which are no concern of te aut pacity described above), the firm can only continue to exist in + Position of equality between the two branches of the Shroff family. We cannot imagine that any other outcome will as a practical matter be partners one aperanches of the family because of the many writer weer references to equal portnership and other documents and oral discussions. eeaualiey nite are aware of the various steps taken on 16 October conc these preserve and implement the equality principle wen a5 a matter of urgency and not leave the future of the Nene oe ing the partnership interests of WSS. Since owarding the firms Property interests, in the form of Class A shareholdings in ATP, for tne Practical and equality reasons referred to earlier we would urge all parties ve renee ann positions of equality in the firm described above, again as a matter of urgency, same contractual, in line with the Finally, we are concerned that the formal position of the firm and its partners and staff are unprotected, and that they should be capable of proper protection as a matter of urgency, should the need arise. James and | Mould therefore like to be authorized by the MC to seek and implement independent legal advice and representation for the firm, as may become necessary. Since itis in our view neither practical nor desirable to hold an MC meeting for the Propose by circulation the following written resolutions of the MC le being, we therefore Resolvedwepe At ting ‘never? sho kant: P din AN cy me We would urge all of you to take these decisions with the I mind and only those interests. Please reply to this email as a matter of ur, resolutions. ‘at the principle of equality between the two branches of the Shrott farms stennieg it the principle of equality between the two bi Shrott famity be implemented in 2. That the adjustment of interests in the firm following On the death of BSS be fatified/completed/formalised as follows: . 2. Cancellation of BSS’s 52,000 Class ‘A’ Series ‘B" Units upon her death b. Payment up of capital by Shardul Shroff branch and Cyril Shroff branch in ti c below €._ Issue of 26,000 new Class ‘A’ Series ‘5’ Units and 26,000 new Class ‘A’ Series ‘C’ Units to Shardul Shroff branch and Cyril Shroff branch respectively d. Return of BSS’s capital by the firm to her estate as per the records of the firm e. Payment of any prorata balance profit for the year allocated as per past practice for retirement/death. 3. That the share interests in Class ‘A’ shares in ATP be adjusted in line with paragraph 2 above and in line with past practice for retiring partners. 4. That a sub-committee of the MC be constituted, consisting of James, George, Viswanathan and Gunjan, with the authority to seek and implement independent professional legal advice and representation on behalf of the firm in relation to firm related matters (AMSS and ATP) ai the death of the late Mrs Shroff. The quorum of this committee is a. James and George, acting unanimously; or b. James or George together with both Viswanathan and Gunjan, ight of paragraph, ing from acting unanimously. interests of the firm and its partners and staff in gency with your decision (yes, no or abstain) on each of the above Best regards, SG"! 2° Ceors0