NCLAT restores Mistry as Tata Sons chairman
Quashes conversion of group into pvt firm
quotes
Not a personal win
“Victory for the principles of good governance and minority shareholder rights” Cyrus Mistry
Will challenge it
“The order appears to even go beyond the specific reliefs sought by the appellant (Mistry). It isn’t clear how NCLAT order seeks to over-rule decisions taken by shareholders” Tata Sons
New Delhi, December 18
In a big win for Cyrus Mistry, a company law appeals court on Wednesday restored him as executive chairman of Tata Sons and ruled that appointment of N Chandrasekaran as head of the holding company of over $110 billion salt-to-software conglomerate was illegal.
The National Company Law Appellate Tribunal (NCLAT) held that the group’s chairman emeritus Ratan Tata’s actions against Mistry were oppressive and the appointment of the new chairman illegal. It, however, stayed the operation of the order with respect to reinstatement for four weeks to allow Tatas to appeal.
Setting aside a lower court order, the NCLAT also quashed the conversion of Tata Sons into a private company from a public firm. It also directed Tata Sons not to take any action against Mistry, whose family owns some 18 per cent interest in Tata Sons.
The remaining 81 per cent is held by Tata Trusts and Tata Group companies along with Tata family members.
Mistry, scion of the wealthy Shapoorji Pallonji family, had in December 2012 succeeded Ratan Tata as the executive chairman of Tata Sons, a post that also made him the head of all Tata Group listed firms such as Tata Power and Tata Motors. In an overnight coup, he was removed as the chairman of Tata Sons in October 2016. Along with him, the entire senior management too was purged and Ratan Tata was back at the helms of affairs four years after he took retirement.
Mistry challenged the removal before the Mumbai bench of National Company Law Tribunal, but lost and then went in for appeal at the NCLAT.
Tatas had cited alleged failure of Mistry to “deliver on the promises that he had made at the time of his selection as the chairman” and inability to lead the group in a cohesive manner and failure in providing proper guidance and support to the group as the reasons for his sacking.
Mistry had contended that he was removed because of his “efforts to remedy past acts of mismanagement”, for resisting interference of Ratan Tata and for instituting a formal governance framework to regulate the role of the Tata Trusts. The “legacy hotspots” included shutting down the small car Nano project, cutting losses with expensive decisions in firms such as Indian Hotels Company Ltd (IHCL) and Tata Teleservices Ltd and Air Asia fraud.
While Mistry termed the NCLAT judgment as “victory for the principles of good governance and minority shareholder rights”, Tata Sons said the NCLAT order appears to have gone beyond the specific reliefs sought by Mistry and it was not clear as to how the NCLAT order seeks to over-rule the decisions taken by shareholders of Tata Sons and listed Tata operating companies at validly constituted shareholder meetings. PTI
