TCS<\/a>, Tata Teleservices or Tata Industries.<\/p>\n\u201cI will however vigorously pursue all options to protect our rights as a minority shareholder, including that of resuming the thirty year history of a seat at the Board of Tata Sons and the incorporation of the highest standards of corporate governance and transparency at Tata Sons,\u201d he said.<\/p>\n
In the last three years, both in conduct and in their statements to the world at large, Tata Group\u2019s leadership has shown scant respect for the rights of minority shareholders, Mistry he said, adding that it is time the Group\u2019s management introspects and reflects on its conduct as it embarks on future actions.<\/p>\n
\u201cI am humbled by the NCLAT order, which after review of the enormous material on record, recognized the illegal manner in which I was removed and the oppressive and prejudicial conduct of Mr. Tata and other Trustees,\u201d he said.<\/p>\n
TSPL, formerly known as Tata Sons Limited, in its petition, has sought \u201csetting aside of the impugned judgment in toto\u201d of NCLAT, alleging it was \u201ccompletely inconsistent with the annals of corporate law\u201d and reflected \u201cnon-appreciation of facts\u201d, which was \u201cuntenable in law\u201d.<\/p>\n
The NCLAT, in a big relief to Mistry and Cyrus Investment Pvt Ltd, on December 18 restored him as the executive chairman of TSPL and ruled that the appointment of N Chandrasekaran as the head of the holding company of the USD 110-billion salt-to-software conglomerate was illegal.<\/p>\n
It held the group\u2019s chairman emeritus Ratan Tata\u2019s actions against Mistry were oppressive and the appointment of a new chairman was illegal.<\/p>\n
It, however, stayed the operation of its order with respect to Mistry\u2019s reinstatement for four weeks to allow TSPL to file an appeal in the top court.<\/p>\n
In its appeal, filed through Karanjawala & Co, TSPL sought a stay on NCLAT\u2019s verdict as an interim relief.<\/p>\n
\u201cIn other words, far from putting an end to the alleged acts complained of, the judgment (of the NCLAT) has sown the seeds for a never-ending discord and conflict between the shareholders of the appellant (TSPL), creating a recipe for an unmitigated disaster,\u201d it said.<\/p>\n
The plea raised questions of law and said the order restoring Mistry to his \u201coriginal position\u201d as the executive chairman of TSPL for the \u201crest of the tenure\u201d was illegal as his tenure \u201cstood extinguished in March 2017\u201d.<\/p>\n
The plea termed \u201cillegal\u201d NCLAT\u2019s declaration that Chandrasekaran\u2019s appointment as the chairman of TSPL was wrong and claimed he was appointed \u201cin accordance with the articles and duly approved by the board and shareholders\u201d.<\/p>\n
It alleged the NCLAT granted reliefs to Mistry which were not even sought.<\/p>\n
\u201cRespondent nos 1 (Cyrus Investment Pvt Ltd) and 2 specifically pleaded before the NCLAT that they are not seeking reinstatement of Mistry. The tenure of Mistry as the chairman and director of Tata Sons expired in March 2017 and thus, for good reason, the respondents did not seek such reinstatement,\u201d the plea said.<\/p>\n
\u201cMistry was replaced as the chairman of Tata Sons on October 24, 2016, by the majority of its board of directors (all directors voted in favour of the replacement, except one who abstained from voting and the remaining one was Mistry himself) for loss of confidence and the impugned judgment, by restoring Mistry to the position as chairman, has undermined corporate democracy and rights of the board of directors,\u201d the plea said.<\/p>\n
It said Mistry was removed following the procedure applicable to corporate appointments, as envisaged in law.<\/p>\n
The plea alleged it was nobody\u2019s case that Mistry\u2019s removal had resulted in any serious prejudice being caused to the working of Tata Sons and it \u201cviolated law or any contract\u201d.<\/p>\n
The NCLAT also quashed the conversion of Tata Sons into a private company from a public firm.<\/p>\n
It directed Tata Sons to not take any action against Mistry, whose family owned some 18 per cent interest in the company. The remaining 81 per cent is held by Tata Trusts and Tata Group companies, along with Tata family members.<\/p>\n
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<\/a>.<\/p>\n
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