The contentious issue of whether a trustee can participate and vote via Zoom at a physical meeting of the trustees of the Bombay Parsi Punchayet (BPP) has been referred to former Bombay High Court judge Shahrukh Kathawalla for his opinion, reported the Parsi Junction (PJ) of January 28, 2024. The new election scheme was drawn up in Kathawalla’s court in 2022 following litigation between the trustees and others.
Within two weeks of Viraf Mehta occupying the chairmanship of the BPP, the ostensible calm that prevails amongst the seven trustees was twice dispelled. One issue was over former BPP chairwoman Armaity Tirandaz’s attendance over Zoom as she had fractured both her hips following a fall at home. She resigned from the chair but said she would continue as a trustee. Without her presence and that of co-trustee Xerxes Dastur, Mehta would be in a minority. On account of illnesses in his family, Dastur has not been able to attend the meetings. In case of dispute, Mehta would then only be able to count on trustee Maharukh Noble’s vote.
Differences of opinion between the trustees of the BPP on whether participation in their weekly meetings is permitted via Zoom had led trustees Anahita Desai, Hoshang Jal and Dr Adil Malia to walk out of the trustees’ meet on January 16 and 17, when Tirandaz attended on Zoom. The trustees felt the trust "cannot mix a physical meeting with trustee/s on Zoom. Many clauses of the election scheme dealing with attendance, quorum, voting, having a physical meeting will become meaningless. We want clarity on these points before permitting any trustee to participate via Zoom. We didn’t want to be part of a meeting which as per our reading was not following the scheme of elections. We want clarity on all these grey areas before we do something that will create a precedent.”
Mehta, who was appointed chairman with the consensus of all other trustees, was reportedly insistent that the January 16 meet should include Tirandaz’s Zoom presence, resulting in the walkout.
To Parsiana’s message seeking his views, Mehta replied, "You’re misinformed. As a trustee Tirandaz has a right to participate in the meeting, even via Zoom. It’s within the guidelines of the scheme of elections. That’s all that was stated.”
Earlier, in keeping with its practice of appointing the senior most trustee as chairman, the board of trustees had "expressed its confidence and unanimously appointed Mehta” as the new chairman of the Punchayet on January 4 after Tirandaz "in an email to the board, expressed her desire to step down” from the post. She will continue to remain a trustee on the board, noted an email from the trustees sent to Parsiana by their chief executive officer Aspi Sarkari. Whilst accepting her resignation as chairperson, the board "thanked her for the many contributions she made in that role and wished her speedy recovery from the serious fall she had last week.” Reportedly, the accident occurred on December 21.
"We take this opportunity to wish Viraf good luck and success in his new role,” noted trustees Tirandaz, Dastur, Desai, Jal, Noble and Malia (see "Viraf’s vision,” Parsiana, January 21-February 6, 2024 for an interview with Mehta).
The second dispute pertains to an allegation made by the Mehta camp that trustees Desai, Jal and Malia were against converting leave and license (L&L) agreements to tenancy. Jal wrote on January 18, 2024 to former BPP chairman Dinshaw Mehta stating that "for the past several months a narrative is being spread that Anahita, Adil and I are against the idea of converting L&L to tenancy. Who has ever told you that we are against the idea?”
Jal stated that a proper written proposal for evaluation has been requested for several months on the issue of granting tenancy to all licensees. "The one line oral proposal that has been put forward has been shifting and changing each time that it has been presented.
Top: Justice Shahrukh Kathawalla (retd);
from l, center row: Armaity Tirandaz, Viraf Mehta;
bottom row: Anahita Desai, Dr Adil Malia, Hoshang Jal
"These discussions have raised several doubts and queries. There are tax issues, issues of protection of the Parsi only covenant… There is the issue of the charity status of the BPP, there are Charity Commissioner permissions, there are reduced revenue issues, there are major queries re cash flow challenges if the returnable security deposit of over Rs 78 crores (USD 9.3 million) will need to be returned, or if the said deposits are converted to donations as is being proposed, the legal consequences to such a move… and many, many such issues.” He stated that queries have been raised in writing quoting sections and provisions of the law along with judicial precedents, to the erstwhile chairperson (which have been minuted). "If they have all been sorted out then I wonder why has a written proposal not yet been formally presented to the board?
"As trustees we have fiduciary responsibilities… and we are committed to fulfilling the same. We as trustees are waiting to take a calm, learned and responsible view on the issue after knowing and evaluating all the facts, figures and legal consequences.
"It would be unethical as a trustee to give any lofty un-executable promises to beneficiaries and then run helter-skelter to find escape routes.
"Rest assured sir, this is not a power game. It is a very critical issue that is fraught with serious consequences. We will support all that is right, for the protection of our trust and its beneficiaries based on the wishes of the settlors as a prudent trustee would be expected to take.”
In the same issue of PJ Dinshaw Mehta dismissed the fears raised by Jal and termed them "inapplicable/inconsequential.” He made no mention of a full proposal being made before the board stating all the facts, costs and consequences. Farrokh Jijina