Institutions
“A maternity suit” - II
he Bombay High Court will hear an originating summons filed by the Parsi Lying-In Hospital Trust against the Bombay Parsi Punchayet
The contentious issue of who decides the future of the 118-year-old Parsi Lying-In Hospital (PLIH) is to be decided by the Bombay High Court. The Managing Committee (MC) of the one-time popular maternity hospital that filed an originating summons on November 19, 2012 (see "A maternity suit,” Events and Personalities, Parsiana, November 21, 2012), intends to move the Court this February. The justices will have to decide whether under the trust deed and scheme of the PLIH "all decisions… are within the exclusive province of the Committee (presently the plaintiffs)” and that the Bombay Parsi Punchayet (BPP) trustees (the defendants) "only formally hold the PLIH Trust property and implement decisions of the Committee…
"Whether the BPP trustees have any discretion or power under the trust deed to refuse to act in accordance with or to act contrary to the directions or desire of the Committee. Whether the PLIH Trust property belongs to the PLIH trust or to the Parsi Punchayet Funds and Properties?
"Whether defendant nos. 2 to 8 (BPP trustees Dinshaw Mehta, Arnavaz Mistry, Khojeste Mistree, Yazdi Desai, Jimmy Mistry, Armaity Tirandaz and Muncherji Cama) are obliged to authorize/ratify and act pursuant to the agreement to lease dated March 22, 2011 between the plaintiffs (former BPP chairman Minoo Shroff, Dr Rustom Soonawalla, Dinyar Jamsetjee, Rusi Khambatta, Ratoo Dastoor, former BPP trustees Maneck Engineer and Noshir Dadrawala, Mehernosh Currawalla, Yezdi Bhagwagar, Kersi Randeria and Hoshang Khumbatta) and Krimson Health Ventures Private Limited.”
The MC after protracted deliberations had entered into an agreement — subject to the BPP’s approval — to lease the 1,918 sq yd plot and building located in the Fountain area for the purposes of "a state of the art, new hospital for orthopedic treatment and medical care proposed to be in collaboration with Parkway Healthcare Group, a company listed on the Singapore Stock Exchange.
"The Committee has agreed to grant a sub-lease of the Hospital property to Krimson subject to Krimson procuring at its own cost all necessary permissions and approvals… that a new hospital building shall be erected by Krimson at the location of the existing dilapidated hospital and the finance and technical capabilities required for the new hospital would be provided by Krimson… Krimson has agreed to pay consideration of between 3.5 percent to five percent of the gross revenue to the PLIH Trust as lease rent per annum subject to a minimum guaranteed lease rental of Rs 1,00,00,000 each year and to deposit a sum of Rs 2,00,00,000 with the PLIH Trust as (an) interest free security deposit. In addition, Krimson has agreed… to provide free treatment to 10 percent of the outpatients and 10 percent of inpatients to members of the Parsi community.”
The lease deed dated September 4, 1895 of the PLIH "expressly contemplates and permits use of the demised premises for any purpose other than a PLIH provided such purpose is approved of and consented to by the erstwhile Government of Bombay (now the State of Maharashtra i.e. collector). If therefore the Committee can physically use the demised premises not as a Parsi Lying-in home or a hospital but otherwise for generation of income to fund the other objects of the Committee viz. for similar homes or hospital in Bombay… then there is no reason why (the) user of the demised premises cannot include the grant of a sub-lease.”
Terming the proposal "a total sell out” in the December 2012 issue of The BPP Review, chairman Mehta’s Message read, "The recent developments at the once iconic PLIH have pained me, with allegations being made that the trustees of the BPP have connived with the so-called Managing Committee of the Hospital to hand the same over on a platter to a group of developer doctors in a manner where our community will permanently lose a treasured asset for a pittance. I have seen the so-called development document that some of the Parsi Press (having a vested interest in its alienation) and some individuals are touting as ‘beneficial to the community,’ but I regret on a personal basis (the matter may reach courts soon), that it is nothing short of a total sell out and certainly not in the interest of our community and our future generations. Once again, on a personal note, I would not hesitate to mention that the so-called agreement by the so-called Managing Committee, posing as trustees has been cleared in a hushed manner, in a private deal without public advertisement or open offers or bidding process, behind the back of the elected trustees of the BPP who are the actual owners of the property and without disclosure of relevant facts and following set procedures, and should be set aside. Surely our community deserves much better.”
["The Parsi Press” that Mehta referred to but did not name is Parsiana which has been writing on the proposed lease agreement. The BPP has filed an appeal in the Bombay High Court against the family that owns the publication in regard to the premises they occupy in the PLIH. Allowing for the fact that the BPP and Mehta in particular were eager to "alienate” the premises through a sale, one fails to see the rationale in Mehta’s allegation that "alienation” by one party but not the other would or would not benefit Parsiana — editors.]
The MC disputes Mehta’s "hushed manner” allegation noting that they wrote a letter to the BPP on September 12, 2011 "informing them of the agreement to lease (and) requesting them to grant their authorization/ratification.” Letters went back and forth requesting details and documents of the agreement. The MC "also pointed out the case of the B. D. Petit Parsee General Hospital [of which the BPP trustees (are) trustees] where closed door negotiations for its hospital had been held around the same time with the knowledge and acquiescence of the defendants (BPP) and without public advertisements.”
A joint meeting was held on January 31, 2012 "between the BPP trustees, certain members of the (PLIH) Committee and Dr (Arun) Mullaji and Dr (Prakash) Khubchandani of Krimson. Benefits of the agreement to lease (were) explained.”
As the BPP trustees "wanted to procure better offers for utilization of the hospital property for medical use… the plaintiffs agreed to keep the agreement to lease in abeyance till April 9, 2012… The BPP trustees (however) did not bring any such offers.”
Mehta had approached the Cathedral and John Connon School asking them to up their earlier offer of around 40 crore rupees, made around six years ago, to 100 crores for purchase of the property. He also wanted the School to bear any taxes that may be levied by the State on the proceeds of the sale. The School turned down the offer. Mehta also held direct meetings with Krimson but here too met with no success. Other doctors were also approached including neuro surgeon Dr Keki Turel but either no proposals were forthcoming or they could not match the offer made by Krimson.
Subsequently in an interview with The Indian Express (October 24, 2012) Mehta had stated, "Various major companies had offered to buy the Hospital, but we have decided to restore it instead. It is an important (land)mark of our community.”
In April 2012 the chief executive officer of the BPP Mehli Colah sent a letter "seeking permission to commence an auction process for an outright sale of said Hospital property for commercial use by the buyer. A draft public notice was annexed.
"The (MC) sent a letter to the BPP trustees and refused to grant permission for publication of the draft public notice as they had only permitted the BPP trustees to procure offers for putting the Hospital property to medical use and not for an outright sale of the Hospital… for commercial use.”
Mehta also alleged that Bhagwagar and Khubchandani’s spouses were in a business venture together and hence there was a conflict of interest. The plaint terms the accusation "unfounded and based on incorrect belief… the transaction was between two institutions and not two individuals. The Committee comprised of 12 independent members who were all leaders in their respective profession/business... It may be pertinent to note that the members of the Committee at the time consisted of a former chairman of BPP, a former trustee of BPP, a then sitting trustee of BPP, India’s leading gynecologist, a solicitor and partner of the leading law firm of Mulla and Mulla and Craigie Blunt and Caroe (the firm which routinely advises the BPP), an architect (who is the architect for the Parsee General Hospital as also for the BPP), a chartered accountant (who has been on the housing committee of the BPP), a newspaper owner (who is presently a BPP trustee and defendant no. 8 herein), eminent businessmen and a social worker… As differences between defendant no. 2 (Mehta) and the said plaintiff no. 9 (Bhagwagar) appeared to be the underlying reason for the unfounded suspicions (their relationship soured over the Shahnazeen building project at Khareghat Colony — editors)… the plaintiffs appealed to the BPP trustees to consider their proposal with an open mind without letting the said differences come in the way of implementation of the agreement to lease… The transaction cannot be vitiated by some alleged relationship between two housewives.”
The "Parsi Tari Arsi” column by Berjis Desai in The Bombay Samachar of December 30, 2012 refers to the dispute between the MC and BPP more as a "duel… between the chairman (Mehta) and the dynamic Yezdi Bhagwagar (a chartered accountant) to be precise. A commercial solution to this unnecessary wrangle is very much possible but for the intense love affair between the chairman and Bhagwagar.”
"Whether the BPP trustees have any discretion or power under the trust deed to refuse to act in accordance with or to act contrary to the directions or desire of the Committee. Whether the PLIH Trust property belongs to the PLIH trust or to the Parsi Punchayet Funds and Properties?"Whether defendant nos. 2 to 8 (BPP trustees Dinshaw Mehta, Arnavaz Mistry, Khojeste Mistree, Yazdi Desai, Jimmy Mistry, Armaity Tirandaz and Muncherji Cama) are obliged to authorize/ratify and act pursuant to the agreement to lease dated March 22, 2011 between the plaintiffs (former BPP chairman Minoo Shroff, Dr Rustom Soonawalla, Dinyar Jamsetjee, Rusi Khambatta, Ratoo Dastoor, former BPP trustees Maneck Engineer and Noshir Dadrawala, Mehernosh Currawalla, Yezdi Bhagwagar, Kersi Randeria and Hoshang Khumbatta) and Krimson Health Ventures Private Limited.”
The MC after protracted deliberations had entered into an agreement — subject to the BPP’s approval — to lease the 1,918 sq yd plot and building located in the Fountain area for the purposes of "a state of the art, new hospital for orthopedic treatment and medical care proposed to be in collaboration with Parkway Healthcare Group, a company listed on the Singapore Stock Exchange.
"The Committee has agreed to grant a sub-lease of the Hospital property to Krimson subject to Krimson procuring at its own cost all necessary permissions and approvals… that a new hospital building shall be erected by Krimson at the location of the existing dilapidated hospital and the finance and technical capabilities required for the new hospital would be provided by Krimson… Krimson has agreed to pay consideration of between 3.5 percent to five percent of the gross revenue to the PLIH Trust as lease rent per annum subject to a minimum guaranteed lease rental of Rs 1,00,00,000 each year and to deposit a sum of Rs 2,00,00,000 with the PLIH Trust as (an) interest free security deposit. In addition, Krimson has agreed… to provide free treatment to 10 percent of the outpatients and 10 percent of inpatients to members of the Parsi community.”
The lease deed dated September 4, 1895 of the PLIH "expressly contemplates and permits use of the demised premises for any purpose other than a PLIH provided such purpose is approved of and consented to by the erstwhile Government of Bombay (now the State of Maharashtra i.e. collector). If therefore the Committee can physically use the demised premises not as a Parsi Lying-in home or a hospital but otherwise for generation of income to fund the other objects of the Committee viz. for similar homes or hospital in Bombay… then there is no reason why (the) user of the demised premises cannot include the grant of a sub-lease.”
Terming the proposal "a total sell out” in the December 2012 issue of The BPP Review, chairman Mehta’s Message read, "The recent developments at the once iconic PLIH have pained me, with allegations being made that the trustees of the BPP have connived with the so-called Managing Committee of the Hospital to hand the same over on a platter to a group of developer doctors in a manner where our community will permanently lose a treasured asset for a pittance. I have seen the so-called development document that some of the Parsi Press (having a vested interest in its alienation) and some individuals are touting as ‘beneficial to the community,’ but I regret on a personal basis (the matter may reach courts soon), that it is nothing short of a total sell out and certainly not in the interest of our community and our future generations. Once again, on a personal note, I would not hesitate to mention that the so-called agreement by the so-called Managing Committee, posing as trustees has been cleared in a hushed manner, in a private deal without public advertisement or open offers or bidding process, behind the back of the elected trustees of the BPP who are the actual owners of the property and without disclosure of relevant facts and following set procedures, and should be set aside. Surely our community deserves much better.”
["The Parsi Press” that Mehta referred to but did not name is Parsiana which has been writing on the proposed lease agreement. The BPP has filed an appeal in the Bombay High Court against the family that owns the publication in regard to the premises they occupy in the PLIH. Allowing for the fact that the BPP and Mehta in particular were eager to "alienate” the premises through a sale, one fails to see the rationale in Mehta’s allegation that "alienation” by one party but not the other would or would not benefit Parsiana — editors.]
The MC disputes Mehta’s "hushed manner” allegation noting that they wrote a letter to the BPP on September 12, 2011 "informing them of the agreement to lease (and) requesting them to grant their authorization/ratification.” Letters went back and forth requesting details and documents of the agreement. The MC "also pointed out the case of the B. D. Petit Parsee General Hospital [of which the BPP trustees (are) trustees] where closed door negotiations for its hospital had been held around the same time with the knowledge and acquiescence of the defendants (BPP) and without public advertisements.”
A joint meeting was held on January 31, 2012 "between the BPP trustees, certain members of the (PLIH) Committee and Dr (Arun) Mullaji and Dr (Prakash) Khubchandani of Krimson. Benefits of the agreement to lease (were) explained.”
As the BPP trustees "wanted to procure better offers for utilization of the hospital property for medical use… the plaintiffs agreed to keep the agreement to lease in abeyance till April 9, 2012… The BPP trustees (however) did not bring any such offers.”
Mehta had approached the Cathedral and John Connon School asking them to up their earlier offer of around 40 crore rupees, made around six years ago, to 100 crores for purchase of the property. He also wanted the School to bear any taxes that may be levied by the State on the proceeds of the sale. The School turned down the offer. Mehta also held direct meetings with Krimson but here too met with no success. Other doctors were also approached including neuro surgeon Dr Keki Turel but either no proposals were forthcoming or they could not match the offer made by Krimson.
Subsequently in an interview with The Indian Express (October 24, 2012) Mehta had stated, "Various major companies had offered to buy the Hospital, but we have decided to restore it instead. It is an important (land)mark of our community.”
In April 2012 the chief executive officer of the BPP Mehli Colah sent a letter "seeking permission to commence an auction process for an outright sale of said Hospital property for commercial use by the buyer. A draft public notice was annexed.
"The (MC) sent a letter to the BPP trustees and refused to grant permission for publication of the draft public notice as they had only permitted the BPP trustees to procure offers for putting the Hospital property to medical use and not for an outright sale of the Hospital… for commercial use.”
Mehta also alleged that Bhagwagar and Khubchandani’s spouses were in a business venture together and hence there was a conflict of interest. The plaint terms the accusation "unfounded and based on incorrect belief… the transaction was between two institutions and not two individuals. The Committee comprised of 12 independent members who were all leaders in their respective profession/business... It may be pertinent to note that the members of the Committee at the time consisted of a former chairman of BPP, a former trustee of BPP, a then sitting trustee of BPP, India’s leading gynecologist, a solicitor and partner of the leading law firm of Mulla and Mulla and Craigie Blunt and Caroe (the firm which routinely advises the BPP), an architect (who is the architect for the Parsee General Hospital as also for the BPP), a chartered accountant (who has been on the housing committee of the BPP), a newspaper owner (who is presently a BPP trustee and defendant no. 8 herein), eminent businessmen and a social worker… As differences between defendant no. 2 (Mehta) and the said plaintiff no. 9 (Bhagwagar) appeared to be the underlying reason for the unfounded suspicions (their relationship soured over the Shahnazeen building project at Khareghat Colony — editors)… the plaintiffs appealed to the BPP trustees to consider their proposal with an open mind without letting the said differences come in the way of implementation of the agreement to lease… The transaction cannot be vitiated by some alleged relationship between two housewives.”
The "Parsi Tari Arsi” column by Berjis Desai in The Bombay Samachar of December 30, 2012 refers to the dispute between the MC and BPP more as a "duel… between the chairman (Mehta) and the dynamic Yezdi Bhagwagar (a chartered accountant) to be precise. A commercial solution to this unnecessary wrangle is very much possible but for the intense love affair between the chairman and Bhagwagar.”
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