BEFORE THE HON’BLE HIGH COURT OF JUDICATURE OF BOMBAY,

AT MUMBAI
COMMERCIAL ARBITRATION PETITION NO. 1203 OF 2023
MS. TARA SINGH …PLAINTIFF

VERSUS

M/S JOHN ENTERPRISES …DEFENDANT

PLAINT FOR RECOVERY OF Rs. 1,00,000/- (RUPEES ONE LAKH ONLY) AS THE
EMPLOYMENT BONUS OF CARRY INTEREST IN THE HEDGE FUND
MOST RESPECTFULLY SHOWETH:
I. PARTIES

1. The Petitioner herein, Ms Tara Singh, is an ex-employee of John

Enterprises Private Limited (“the Company”) and entitled to Carried
Interest in a closed private equity fund known as John Enterprises
Partners II (“John Fund/Fund II/JC Partners”). The address of the
Petitioner is as set-out in the cause-title above.
2. The Respondent is an entity incorporated under the laws of Mauritius and
is managing the said John Fund, a closed private equity fund not listed on
the stock exchange and is in the business of investment in
start-ups/portfolio companies. The Respondent, through the Fund
provides capital to the start up entities for their operations and in return
get a significant return on investments from these start up entities, over a
period of time which is generally 10 years.
3. The investments by the fund are done on the basis of the advice given by
the Company, which is situated in Bangalore, India having its registered
office address at Ground Floor, Unit-2, Navigator, ITPB, Whitefield
Road, Bangalore – 560066.
4. The role of the Company is to find suitable Seed and Series A start-ups
for the Respondent and John fund to invest in. These operations of the
company are carried out through certain highly placed employees like the
Petitioner, who, as an incentive for their work are given, what is known as
“carry interest” which is essentially a certain percentage of share in the
profits earned by the Fund from its investments. This Carry interest is
 over and above the salary given to these employees in the normal course
of employment.

II. PURPOSE OF THE PETITION

5. The Petitioner seeks urgent interim reliefs under Section 9 of the

Arbitration and Conciliation Act, 1996 (“Act”) from this Hon’ble Court,
more particularly described hereinbelow, pending the final determination
of the issues in dispute, on account of the blatant refusal to release and/or
illegal withholding by the Respondent of the payments of Carry interest
that have become due and payable to the Petitioner pursuant to the letters
issued by the Respondent, dated 28th September 2018 (“Carry
Entitlement Letter”).
III. JURISDICTION OF THE COURT
6. The Petitioner has preferred the present Petition before this Hon’ble Court
under the Separation and Release Agreement (“Release Agreement”)
dated 28th September 2018 that provide for reference of disputes between
the parties to arbitration which is reproduced below:

“Any dispute which cannot be amicably settled within a period of

30 days from the date a Party gives written notice of dispute to the
other Party, may be referred for resolution by arbitration by any
Party. Arbitration shall be conducted in accordance with the
Arbitration and Conciliation Act, 1996 and any amendments
thereto. The seat of arbitration shall be at Mumbai and arbitration
shall be conducted in English. This Agreement shall be subject to
laws of India and competent courts at Mumbai shall have exclusive
jurisdiction.”

7. In view of the arbitration clause stipulated in the Release Agreement, the

Petitioner is entitled to avail its remedy under Section 9 of the Act before
this Hon’ble Court.
IV. FACTS
8. The facts relevant to the present dispute between the Petitioner and the
Respondent fund and which necessitate the filing of the present Petition
are delineated hereinbelow:
16.1 On 6th May 2009, the Petitioner and the Company entered into an
Employment Agreement. Pursuant to the said Agreement, the
Petitioner was appointed by the Company as a 'Senior Associate'
on the terms and conditions as specifically mentioned therein. The
effective date of the Petitioner’s appointment was 16 th August,
2010 and the Petitioner was reporting at the Bangalore office of
the Company. Hereto annexed and marked as Exhibit – A is a
copy of the Employment Agreement dated 6th May 2009.
16.2 Vide a letter dated 28th September, 2018 the Respondent
recognized and confirmed the right of the Petitioner in Carried
Interest in John Fund/Fund II. Vide the said letter, the Company
confirmed that the Petitioner will be entitled to receive Carry
Interest of 1.4% (one point four percent) calculated on the basis of
the Petitioner’s tenure of seven (7) years with the Company.
Hereto annexed and marked as Exhibit – C is a copy of the Carry
Entitlement Letter dated 28th September 2018.
16.3 In or about the September, 2018, the Petitioner decided to leave
the company for better prospects and tendered his resignation to
the Company on 28th September, 2018. The Resignation of the
Petitioner was accepted by the Company and pursuant to a Release
Agreement dated 28th September, 2018, the Petitioner was relieved
from his duties and responsibilities by the Company on the closing
hours of 30th September, 2018 as per terms and conditions
mutually agreed between the parties. Hereto annexed and marked
as Exhibit-D is a copy of the Release Agreement dated 28 th
September, 2018.
16.4 Vide his email dated 29th March 2022, the Petitioner requested Mr.
Karthik Nageshwaran to consider distributing the portion of pool
shareholders carry for the carry amount that was distributed the
previous year. However, no reply was received by the Petitioner
from Mr. Karthik Nageshwaran. Hereto annexed and marked as
Exhibit – E is a copy of the email dated 29th March 2022.
 16.5 Thereafter on or about October, 2019, it came to knowledge and
attention of the Petitioner from public sources that by virtue of
Fund II’s investment in Dream 11 and other portfolio companies,
Fund II had made substantial returns and as such generated
significant Carried Interest.
16.6 One such post was published by Mrs. Vani Kola, Managing
Director of the Respondent, on LinkedIn announcing the grand
success of Fund II. Hereto annexed and marked as Exhibit – F is a
screenshot of the post of 14th January, 2022 on LinkedIn.
16.7 In view of the above posts on public social media platforms, the
Petitioner had reason to believe that Fund II had begun distribution
of carried interest to the eligible employees. Therefore, the
Petitioner along with other ex-employees of the Company, vide
letter and email dated 26th December 2022 addressed to Mrs. Vani
Kola, Mr. Rajesh Raju and Mr. Kartik Nageshwaran i.e., the GPs
of the Company requested for release of their respective Carried
Interest. Hereto annexed and marked as Exhibit – G is letter/email
dated 26th December 2023.
16.8 Despite being in receipt of the said letter and email, neither the
Company, nor the GPs, responded to the said letter and email.
9. In view of the blatant refusal of the Respondent to cooperate and/or divest
the requisite information, the Petitioner through its advocate addressed a
legal notice dated 21st February 2023 to the Respondent, with a copy to
the Board and Advisors of John Capital Partners II LLC and of John
Capital Management II LLC.
10. The receipt of the said legal notice was acknowledged by Ms. Sateeta
Jewoolall-Jessoo vide her email dated 7th March 2023. In response to the
notice invoking arbitration dated 31st March 2023, the Respondent
through its advocate addressed a reply dated 29th April, 2023 whereby the
Respondent sought to call upon the Petitioner to revoke the notice
invoking arbitration ostensibly on the ground that the ending of Fund II
had not yet taken place and no determinations have been made and hence
allegedly no dispute, controversy or claim existed. Hereto annexed and
 marked as Exhibit-N is a copy of the reply letter dated 29th April 2023
addressed by the advocate for the Respondent.
11. The Respondent was attempting to change the stand adopted by it
whereby it was seeking to deny its liability of payment on a false pretext.
This act itself was a strong indicator of the existing dispute between the
parties.
a. Despite receipt of letter dated 8th May 2023, the Respondent and/or its
Advocate failed and neglected to respond thereby confirming its refusal to
provide necessary details regarding release of Carry Interest and to the
appointment of an arbitrator.
b. Being left with no other option, the Petitioner is constrained to move the
present Petition for protection of its rights under the Carry Entitlement
Letters and to seek necessary interim reliefs before this Hon’ble Court.
V. PRAYERS
6. In view of the aforesaid facts and circumstances and pending the hearing
and final disposal of the arbitration proceedings, this Hon’ble Court be
pleased to:
a. Pass an order directing the Respondent to furnish under an affidavit
the Carry Interest accrued to the members of John Capital Partners
II/Fund II;
b. Pass an order directing the Respondent to furnish under an affidavit
the Carry Interest accrued to the Petitioner in terms of the Carry
Entitlement Letter dated 28th September 2018;
c. Pass an order directing the Respondent to furnish under an affidavit
the details of the escrow account opened by the Respondent in terms
of the Carry Policy to hold back the Carry Interest of the Petitioner as
security.
d. Pass an order directing the Respondent to furnish under an affidavit
the amount of Carry Interest to the entitlement of the Petitioner held
back in escrow as security as per the Carry Policy.
e. Pass an order directing the Respondent to furnish under an affidavit
the decision taken by John Capital Partners II/Fund II, and/or
Administrative Committee to hold back Carry Interest of the
 Petitioner and the ex-employees of John Capital Advisors Private
Limited;
f. Pass an order restraining the Respondent, their employees, servants,
agents, representatives or anyone claiming through or under them
from in any manner, dealing with, selling, disposing, alienating, or
creating any third-party interest in the Carry Interest accrued to the
Petitioner in John Capital Partners II/Fund II;
g. For ad-interim reliefs in terms of prayers (a) to (e) above;
h. For costs of the present Petition; and
i. For such further and other orders as this Hon’ble Court may deem just
and proper in the facts and circumstances of the present case.

Dated this 25th day of July 2023.

For R&A Associates Ms Tara Singh

(Petitioner)

Advocates for the Petitioner