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.
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Rupee hits all-time low for second time in a week
Mumbai (PTI): The rupee depreciated 31 paise to settle at 91.99 against the US dollar on Wednesday, touching the lowest closing level for the second time in less than a week, amid increased month-end demand for the greenback.
Forex traders said the rupee opened higher as the US dollar index softened and a long-awaited trade breakthrough with Europe offered quiet reassurance. However, increased month-end demand for the American currency as well as the ongoing geopolitical tensions dented investors' sentiments.
At the interbank foreign exchange, the rupee opened at 91.60 and touched an early high of 91.50, but pared all the gains to touch an intra-day low of 91.99 against the greenback.
The domestic unit settled 31 paise down, revisiting its lowest-ever closing level of 91.99 against the greenback. The Indian currency previously ended at this level on January 23 when it also hit its all-time intraday low of 92 against the US dollar.
On Tuesday, the rupee rebounded from its all-time low levels and gained 22 paise to close at 91.68 against the US dollar.
Analysts said the rupee opened higher as the US dollar index softened and a long-awaited trade breakthrough with Europe bolstered investor sentiment.
India and the European Union on Tuesday announced the conclusion of negotiations for the free trade agreement (FTA), under which a number of domestic sectors such as apparel, chemicals and footwear will get duty-free entry into the 27-nation bloc, while the EU will get access to the Indian market at concessional duty for cars and wines, an official said.
The deal has been dubbed the "mother of all deals" as it will create a market of about 2 billion people.
Meanwhile, the dollar index, which gauges the greenback's strength against a basket of six currencies, was trading 0.07 per cent lower at 96.14.
Brent crude, the global oil benchmark, was trading 0.43 per cent lower at USD 67.28 per barrel in futures trade.
On the domestic equity market front, Sensex jumped 487.20 points to settle at 82,344.68, while Nifty surged 167.35 points to 25,342.75.
Foreign Institutional Investors turned net buyers and purchased equities worth Rs 480.26 crore on Wednesday, according to exchange data.
