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)

Burden of proof on Mistry as battle lines form for Tata legal showdown

Breaking News - As India's biggest corporate showdown heads from the boardroom to the courtroom and brings in a Who's Who of the country's legal profession, ousted Tata Sons chairman Cyrus Mistry vows a multi-layered battle for governance reforms at the $100 billion conglomerate, people close to him say.

Mistry, who was dismissed from his post in October and has since left boards at other Tata group companies, will step up his legal fight with patriarch Ratan Tata and others and make his case in any regulatory investigations into the Tata group, three people familiar with Mistry's strategy said.

Mistry has so far broadly laid out three sets of allegations: breaches of governance within the Tata group; misconduct at Tata ventures; and the illegality of his ouster.

"If all of those are put together, it paints a picture - of mis-governance and misappropriation," said one of those people. "I think there will be different elements, which will all be looked at in different forums."

Tata Sons, the holding company with stakes in listed firms operating in a range of industries, denies Mistry's allegations and says it has followed the highest standards of corporate governance.(Read More)

Recap: Boardroom war escalates, Mistry removed as director of Tata Industries

Cyrus Mistry was today removed as director of Tata Industries following shareholders’ vote, the first such instance of the embattled executive being ousted from the board since his removal as Tata Group chairman.

Mistry also ceases to be the chairman of the company following his removal as director, Tata Industries said.

“Tata Industries, at its extraordinary general meeting on December 12, 2016, removed Cyrus P Mistry, as a director of the company. Hence, he also has ceased to be the chairman of the company,” it said.

Mistry was abruptly ousted as chairman of Tata Sons — the holding company of the USD 103 billion salt-to-software conglomerate — on October 24. Since then, interim Chairman Ratan Tata has moved to consolidate his position by seeking to remove Mistry from boards of key listed firms.

Even with the latest development, the Tata vs Mistry battle has been raging unabated, with both sides taking shots at each other over the past week.

Here’s what you’ve missed of the boardroom battle that has India Inc, and the country’s, attention.

Mistry refutes Tata’s allegations

Refuting allegations that he misled the selection committee set up in 2011 to find new Tata SonsChairman, Mistry on Sunday hit out at Tata Sons Interim Chairman Ratan Tata saying his predecessor’s “conduct has eroded the Tata brand and values materially”.

On a series of allegations leveled against him by Tata Sons in a letter to stakeholders of Tata firms, Mistry said, “Repeat a lie a thousand times and hope it becomes a truth, seems to be Ratan Tata’s last-ditch effort to overcome a monumental disaster his actions have unleashed.” ( Read more here)

Tatas accuse Mistry of misleading selection committee to get selected as chairman

Mistry’s rebuttal came after Tata Sons said that Mistry had misled the selection committee set up in 2011 for selecting a chairman to succeed Ratan Tata.

“Mistry made lofty statements about plans for Tata Group, but didn’t give into effect management structures and plans he promised,” stated Tata Sons. Mistry did not distance himself from his family enterprise Shapoorji Pallonji & Co as promised, Tata Sons further stated in a press release. ( Read the details here)