NCLT upholds Tata Sons 2016 move sacking Cyrus Mistry as Chairman
Mumbai, July 9 : In a significant ruling, the National Company Law Tribunal (NCLT) on Monday upheld the October 24, 2016 decision of the Tata Sons Board of Directors dismissing its then Chairman Cyrus Mistry, a company official said here, which Mistry's office termed as "disappointing".
The NCLT ruled that the Tata Sons board of directors was competent to remove the executive Chairman and that Mistry was ejected as the board members had lost confidence in him.
Rejecting Mistry's plea to reinstate him on the Board of Tata Sons, the NCLT pointed out that he (Mistry) had openly gone against the Board, and hence against the company.
"The ruling of the National Company Law Tribunal is disappointing although not surprising. We will continue to strive for ensuring good governance and protection of interests of minority shareholders and all stakeholders in Tata Sons from the wilful brute rule of the majority," office of Cyrus Mistry said in a statement.
The much-awaited verdict of NCLT Mumbai by a Special Bench comprising B. S. V. Prakash Kumar and V. Nallasenapathy came in a petition filed by Mistry after he was abruptly ousted as the Tata Sons Chairman that day (2016), creating an upheaval in the Indian corporate world.
Mistry later quit from the board of six other Tata Group companies but challenged the Group and his successor, the former Interim Chairman Ratan Tata's decisions, before the NCLT.
The petitioners, Cyrus Investments Pvt. Ltd and Sterling Investments Group of the Shapoorji Pallonji Group had filed the plea against the Tata Sons directors and trustees of Tata Trusts, alleging among other things, abuse of articles of association by outsiders, breakdown of governance and loss of ethical values.
"The ruling is in line with the earlier position expressed by the Tribunal. An appeal on merits will be pursued. Matters like TTSL, Air Asia, recovery of dues from Siva, non-closure of a loss-making Nano, a struggling resolution of Tata Steel Europe, all present serious issues that will be pursued. Not only the facts that were under consideration but also subsequent facts and developments that continue to evidence oppression and mismanagement will be under scrutiny and will be pursued in full earnest," the official statement from Mistry's office said.
"Ours has always been a principled fight to restore the Tata Group to its glorious days of high standards, best practices and most importantly, the best value systems. In this journey, no matter how hard it may seem, as shareholders who have always supported the Tata Group, it remains our duty to protect the Tata Group from those were destroying value and making the Group vulnerable to external forces," it added.
Official sources indicated on Monday that Mistry is likely to challenge the NCLT verdict before the National Company Law Appellate Tribunal, New Delhi.
They further contended that Mistry was sacked as Chairman and later as Tata Sons director as a result of "oppression by promoters who are in turn owned by Tata Trusts that owns over 68 per cent in Tata Sons".
The petition also listed how the Articles of Association were violated and misused "to give powers to the majority shareholders to subvert the interests of the minority shareholders and interests of the company."
Alleging massive revenue losses for the Group owing to the alleged mismanagement by Tata Sons board and Ratan Tata, the petition pointed to Ratan Tata's relationship with C. Sivasankaran and his companies, provided them aex-gratia favours' without there being any aquid pro quo' for the Tata shareholders or their group companies, and sought a forensic audit into such dealings.
Similar allegations were on the transactions with Mehli Mistry and Tata Power, resulting in an unjust enrichment of some entities and sought a forensic audit into these financial deals, and referring the findings to the Ministriy of Company Affairs' Serious Fraud Investigation Office (SFIO).
Accusing Tata Trusts trustees, Ratan Tata and Lord Kumar Bhattacharya of regularly reviewing the operations of various Tata Group companies though not being directors in any, the petition claimed violation of Insider Trading Rules by giving them access to price sensitive information.
A similar demand was made for forensic audit into the alleged fraudulent transactions of Rs.22 crore between Deloitte Haskins & Co, with Air Asia India with non-existent parties in India and Singapore.
Contending another example of oppression by Mistry, the petition claimed that during the course of the NCLT hearing, the Tata Sons board sought to convert it into a private company.
However, the NCLT dismissed all the allegations and rejected Mistry's plea to reinstate him on the Tata Sons Board.
Arguing for the Tata Group, its counsel Abhishek Manu Singhvi told the NCLT that Mistry was appointed at the behest of Tata Trusts and his removal cannot be questioned by minority shareholders and he was removed as per provisions of the law by seven out of nine directors in which Mistry did not vote for his removal and one director abstained.
Singhvi argued that Mistry was removed because the Tata Sons Board had lost confidence in him, as he had intentionally and in bad faith, "leaked sensitive and confidential information" which eroded Tata Group's market value.
Let the Truth be known. If you read VB and like VB, please be a VB Supporter and Help us deliver the Truth to one and all.
Strict security measures in place in Mumbai for Messi's events at 2 venues Dec 14, say police
Mumbai (PTI): In view of Argentine superstar footballer Lionel Messi's visit to Mumbai on Sunday, the city police are implementing stringent security measures, like not allowing water bottles, metals, coins inside the stadiums and setting up watchtowers to keep an eye on the crowd, officials said.
The police also said taking extra care to avoid any stampede-like situation and to prevent recurrence of the chaotic situation that unfolded in Kolkata during Messi's visit on Saturday as thousands of fans protested inside the Salt Lake stadium here after failing to catch a clear glimpse of the football icon despite paying hefty sums for tickets.
Messi is expected to be present at the Cricket Club of India (Brabourne Stadium) in Mumbai on Sunday for a Padel GOAT Cup event followed by attending a celebrity football match. He is expected to proceed to the Wankhede Stadium for the GOAT India Tour main event around 5 pm.
"In view of Lionel Messi's visit to Mumbai, the police are geared up and have put in place a high level of security arrangements in and around the stadiums located in south Mumbai. Considering the chaos that prevailed in Kolkata and the security breach, we have deployed World Cup-level security arrangements at Brabourne and Wankhede stadiums," an official said.
Expecting heavy crowd near the stadiums during Messi's visit, the city police force has deployed more than 2,000 of its personnel near and around both the venues, he said.
As the Mumbai police have the experience of security 'bandobast' during the victory parade of ICC World Cup-winning Indian team and World Cup final match at the Wankhede Stadium, in which over one lakh cricket fans had gathered, we are prepared to handle a large crowd of fans, he said.
"We are trying to avoid the errors that occurred in the past," the official said.
There is no place to sneak inside the stadiums in Mumbai like the Kolkata stadium, according to him.
The police are also asking the organisers to provide all the required facilities to the fans inside the stadium, so that there will be no chaos, he said, adding the spectators have purchased tickets in the range of Rs 5,000 to 25,000. After paying so much of amount, any spectator expects proper services, while enjoying the event, he said.
The police are expecting 33,000 spectators at the Wankhede Stadium and over 4,000 at Brabourne Stadium. Besides this, more than 30,000 people are expected outside and around the stadiums just to have a glimpse of the football sensation, he said.
The organisers responsible for Messi's India visit recently came to Mumbai to discuss security arrangements. During the meeting, the Mumbai police asked them not to take the event lightly, according to the official.
After those requirements were fulfilled, the final security deployment was chalked out, he said.
Police has the standard procedure of the security arrangements inside the Wankhede Stadium, where people are barred from taking water bottles, metals objects, coins. Police are setting up watch towers near the stadiums and there will be traffic diversions, so that there is maximum space available to stand, according to the official.
Police are also appealing to the spectators to use public transport service for commuting and avoid personal vehicles to reach south Mumbai.
To avoid any stampede-like situation, police are also taking precautionary measures and will stop the fans some distance ahead of the stadium and public announcement systems will be used to guide the crowd. Barricades will be placed at various places to manage the crowd.
In case the crowd swells up beyond expectation, the police will divert people to other grounds and preparations in this regard underway, he said.
Additional police force has been deployed in south Mumbai to tackle any kind of situation, he said.
