Ratan Tata moves SC against NCLAT order restoring Cyrus Mistry

Wednesday 08th January 2020 05:52 EST

Following the move by Tata Sons, Tata Group patriarch Ratan Tata, Tata Trusts trustee Venu Srinivasan, and Tata Teleservices also went to the top court, appealing it to set aside the National Company Law Appellate Tribunal (NCLAT) order regarding power abuse and not taking decisions regarding the holding firm of the group.

The NCLAT order said Tata had abused his powers as Tata Trusts chairman and had ordered him and other Trust nominees not to take any decision regarding Tata Sons. Tata said the NCLAT judgment of December 18 last year had castigated him, N A Soonawala (former trustee of Tata Trusts), and Nitin Nohria, a Trusts-nominated director, for “unfair abuse of powers”. Further, the NCLAT has ordered Tata and other nominees of the Tata Trusts to desist from taking any decision that requires majority approval by the board of directors or in the annual general meeting, said Tata in his petition. The findings of the NCLAT are wrong, erroneous, and contrary to the records of the case, and require consideration by the Supreme Court, said Tata in his petition.

Asking the Supreme Court to set aside the NCLAT order, Tata Teleservices said the company was not party to the dispute either at the National Company Law Tribunal (NCLT) or at the NCLAT. Yet the appellate tribunal order asked it to reinstate Cyrus Mistry, who had been removed as Tata Sons chairman in 2016, on the board. The company has been denied an opportunity to defend the “justified, legitimate and lawful removal of Mistry”.

The petition filed by Tata Trusts also points out that Article 75 of Tata Sons’ Articles of Association is not per se oppressive, and was not even challenged in the company petition as originally filed but was done so only subsequently. The NCLAT has wrongly declared the conversion of Tata Sons from a public entity into a private one illegal, without even discussing or appreciating the previous Supreme Court judgment in a previous case, the Trusts said.

The feud between Mistry and Tata started after the former was sacked by the Tata Sons board in October 2016, citing “incompetence”. Subsequently, the Mistry family’s investment companies, which hold an 18.5 per cent stake in Tata Sons, moved the NCLT, Mumbai, appealing his dismissal, but lost the case. Later, the Mistry companies moved the NCLAT, which on December 18 last year ordered Tata Sons to reinstate Mistry as executive chairman. Tata said the NCLAT judgment was based on the wrong premise that Tata Sons was owned by just two groups.

Not interested in returning to Tata group as chairman: Mistry

Cyrus Mistry said he is not interested in getting back to the Tata Group in any capacity at all, ahead of the Supreme Court's hearing on an urgent petition seeking to set aside the NCLAT order reinstalling him as the group chairman and also in the board of group companies.

Mistry, the ousted Tata Sons chairman, in a public statement said he has taken the decision in the overall interest of the Tata group, whose interests are far more important than those of any individual. "To dispel the misinformation campaign being conducted, I intend to make it clear that despite the NCLAT order in my favour, I will not be pursuing the executive chairmanship of Tata Sons or directorship of TCS, Tata Teleservices, Tata Industries. I will, however, vigorously pursue all options to protect our rights as a minority shareholder including a seat on the board," he said.

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