You can't file oppression plea against Tata Sons: Tribunal to Cyrus Mistry

Latest Business News - In a setback to the Mistrys, the National Company Law Tribunal (NCLT) on Monday said that former Tata group chairman, Cyruy Mistry's family firms are not qualified to file a petition alleging mismanagement of Tata Sons and oppression of minority shareholders. “The petitioners have failed to convince the court that the application is maintainable,” B.S.V. Kumar, presiding member of NCLT, said  in Mumbai today. 

In a statement, the Law Tribunal said, “Mistry cos not eligible to allege mismanagement & shareholder oppression.

The Mistrys own 18.5 per cent stake in Tata Sons but the Tatas have argued that the Mistrys own less than 3 per cent stake in the company taking preference shares into consideration. The court will hear the petition again tomorrow.

The firm filed a petition against Tata Sons, Ratan Tata, other directors and trustees.\
Cyrus Mistry was removed as director of Tata Sons on February 6 at a special shareholders meeting after failing to get a stay on it from the tribunal.

Last December, Cyrus Mistry Investment and Sterling Investment Corporation challenged before NCLT Mistry's unceremonious removal by Tata Sons as a director of its board on October 24.

The two petitioner firms also filed a waiver application before NCLT, requesting it to drop the requirement of minimum 10 per cent shareholding by a minority shareholder under the Companies Act of 2013 for filing such petitions. (READ MORE)

No end to saga? Mistry to challenge Chandra's appointment at Tata Sons

Latest Business News - The sparring match between Tata Sons and ousted chairman Cyrus Mistry is far from over as the latter has now decided to oppose the appointment of Natarajan Chandrasekaran as his successor.

According to a report published in The Economics Times, Mistry has shot off a letter to the Tata Group board challenging the legality of the appointment. He has termed the appointment 'illegal' as the matter was still sub-judice.

Cyrus Mistry, who is still a director of Tata Sons, had not attended the meeting that appointed Chandrasekaran as its chairman. 

"Unlike the October board meeting when the decision to sack Mistry was not mentioned in the board agenda circulated before, this time the members were aware of what to expect. Mistry is still a director of Tata Sons and the agenda papers were circulated to him as well. That prompted the mail from him," an official told ET.

Did Tata Sons follow instructions in appointment of its Chairman?

Article 118 of the Articles of Association of Tata Sons, passed under a special resolution following a Tata Sons EGM on December 6, 2012, lays out the terms for the appointment of the chairman. It says: "For the purpose of selecting a new Chairman of the board of directors and so long as the Tata Trusts own and hold in the aggregate at least 40% of the paid up Ordinary Share Capital of the Company for the time being, a Selection Committee shall be constituted in accordance with the provisions of this Article to recommend the appointment of a person as the Chairman of the Board of Directors and the Board may appoint so recommended as the Chairman of the Board of Directors, subject to Article 121 which requires the affirmative vote of all Directors appointed pursuant to Article 104B." Similarly, Section 196 and 104 (i) (ii) of Companies Act also stipulates the grounds for the appointment of chairman, MD and directors.(Read More)

Private letter, recent affidavit show Tata-Mistry rift started back in 201

Latest Business News - The rift between Tata Trusts chairman Ratan Tata and ousted Tata Sons chairman Cyrus Mistry began as far back as 2013, the Economic Times reported on Monday citing an affidavit filed by Tata before the National Company Law Tribunal (NCLT).

As reported earlier by Business Standard, Cyrus Mistry had taken the legal route in his fight against the Tatas by filing a lawsuit in NCLT against Tata Sons in late December. According to sources, Mistry's family-controlled investment firms moved the NCLT in Mumbai against Tata Sons. The petition was against oppression of minority shareholders and mismanagement of Tata Sons under Section 241 of the Companies Act, the sources had told Business Standard. 

The affidavit, the ET report added, said that Mistry had not been able to turn around companies such as Tata Steel and Tata Motors, which resulted in a fall in dividends for Tata Trusts. Further, the affidavit stated that contrary to Mistry's claim – that Tata owns a minor stake in Tata Sons, while stakeholders like Mistry's investment firms actually suffer due to losses incurred by Tata Steel Europe – it was the Tata Trusts which held a majority stake in Tata Sons, far in excess of the stake held by Mistry's firms. Mistry's family owns 18.5 per cent of Tata Sons, while Tata Trusts — a philanthropic group of bodies endowed by the Tata family — own 66 per cent of the firm. 

Tata's 37-page affidavit said that the group had "faltered" in its judgement when it appointed Mistry as the chairman.(Read More)

Immediately return confidential papers: Tata Sons to Mistry

Breaking News - After accusing former chairman Cyrus Mistry of breaching confidentiality rules, Tata Sons on Thursday asked the ousted chairman to return all classified papers and sign an undertaking within 48 hours that he would not disclose such information in future.

In the second legal notice in three days, Tata Sons alleged that Mistry had "wrongfully and dishonestly" taken confidential information out of the company premises without consent.

It asked him to "immediately return to the company all confidential information" in his possession and "not retain copies" of the same.

Asking him to cease from use or disclosure of confidential information, the holding company of the $103-billion salt-to-software group also asked Mistry to sign an undertaking within 48 hours that he "shall preserve the confidentiality of all the confidential information and not use or disclose" to anyone, including affiliates, relatives and family members.(Read More)

Over 90% shareholders voted to oust Nusli Wadia at Tata Steel EGM

Nusli Wadia was removed as independent director of Tata Steel on Wednesday with more than 90 per cent of the shareholders voting in favour of his ouster.

According to the companies statement, 56.79 crore votes out of a total of 62.55 crore votes were voted in favour of the removal of Mr. Wadia. In other words, 90.80 per cent shareholders supported the resolution.  The balance 9.2 percent of the votes cast were in favour to retain him. 

Although this motion was an ordinary resolution which required a simple majority, it crossed the hurdle of 75 per cent vote share required for special resolution.

Nearly 82.5 percent of the institutional shareholders voted him out while 84.47 percent of the retail shareholders also supported the resolution. Overall 64.4 percent of shareholders voted (Read More).