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<ul><li>The National Company Law Appellate Tribunal (NCLAT) ruled that Cryus Mistry’s removal as <keyword id="3932388" type="PERSON" weightage="20" keywordseo="Chairman-of-Tata-Sons">chairman of Tata Sons</keyword> was illegal.</li><li><keyword id="46894" type="PERSON" weightage="20" keywordseo="Tata-Sons">Tata Sons</keyword> has four weeks to appeal the decision at Supreme Court.</li><li>The NCLAT order appears to even go beyond the specific reliefs sought by Mistry, the Tata Sons statement said</li></ul>The National Company Law Appellate Tribunal (NCLAT) ruled that <keyword id="6356895" type="ORGANIZATION" weightage="20" keywordseo="cyrus-mistry">Cyrus Mistry</keyword>’s <a href="https://www.businessinsider.in/business/corporates/news/cyrus-mistry-can-return-as-tata-sons-chairman-three-years-after-he-was-thrown-out-by-ratan-tata/articleshow/72868406.cms">removal as chairman from Tata Sons was illegal</a> and has directed the company to <a href="https://www.businessinsider.in/thelife/personalities/news/cyrus-mistry-net-worth-and-full-profile/articleshow/72870160.cms">hand him back his position</a>. However, the court has a left window of four weeks for Tata Sons to appeal at the Supreme Court. As it seems right now, the salt-to-software conglomerate, which also owns companies like the luxury car maker Jaguar Land Rover and the British tea brand Tetley is in no mood to give up. "It is 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. The NCLAT order appears to even go beyond the specific reliefs sought by the Appellant," the company’s spokesperson told Business Insider. But Mistry sees this as a clear win. "Today's victory is not a personal victory for me, but is a victory for the principles of good governance and minority shareholder rights," he said a statement shared with the press. The Tata vs Mistry battle is far from over Within two months of his dismissal, Mistry’s family-run investment firms approached the NCLT. Mistry’s primary argument was that his removal as chairman of Tata Sons violated the Companies Act by forcing him to leave without ‘due process’ being followed and also accused the Board of ‘oppression and mismanagement’. While the lower court, the NCLT, had turned down Mistry’s appeal, today’s victory at the appellate tribunal gives Mistry a second chance to prove his charges against the Board and Ratan Tata. "The outcome of the appeal is a vindication of my stand taken when the board of Tata Sons, without warning or reason removed me, first as executive chairman, and subsequently as director of Tata Sons," he said. One of India’s biggest corporate disputes may be tested at the country’s highest court soon. 
	

	
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 See also: <a href="https://www.businessinsider.in/business/corporates/news/cyrus-mistry-can-return-as-tata-sons-chairman-three-years-after-he-was-thrown-out-by-ratan-tata/articleshow/72868406.cms">Cyrus Mistry can return as Tata Sons Chairman three years after he was thrown out by Ratan Tata</a> <a href="https://www.businessinsider.in/business/corporates/news/cyrus-mistry-still-has-to-prove-the-charges-against-ratan-tata-and-tata-sons-board/articleshow/72868673.cms">First Cut: The legal implications of Mistry's victory in the case against Tata Sons</a> <a href="https://www.businessinsider.in/thelife/personalities/news/cyrus-mistry-net-worth-and-full-profile/articleshow/72870160.cms">The volatile fortunes of low-profile Cyrus Mistry who was made the Chairman of Tata Sons only to be ousted soon after — now he’s fighting his way back</a>

Tata Sons says the court gave Cyrus Mistry more than he wanted

Ousted <a href="http://www.businessinsider.in/searchresult.cms?query=Tata+Sons&amp;sortorder=effectivedate">Tata Sons</a>’ chairman <a href="http://www.businessinsider.in/searchresult.cms?query=Cyrus+Mistry&amp;sortorder=effectivedate">Cyrus Mistry</a> has now moved a petition at the <keyword id="6396354" type="ORGANIZATION" weightage="20" keywordseo="National-Company-Law-Appellate-Tribunal">National Company Law Appellate Tribunal</keyword>. This move made by Mistry is to clear his position of maintainability of the case and stall <keyword id="46894" type="PERSON" weightage="100" keywordseo="Tata-Sons">Tata Sons</keyword> shareholders meeting, which is to be held on February 6 and is called to vote out Mistry from the board. 
 <keyword id="6396355" type="UNKNOWN" weightage="20" keywordseo="NCLAT">NCLAT</keyword> judges, however, did not pass an order on Tata Sons shareholder meeting on Feb 6 and clear its position of maintainability of the case before starting his arguments on the main petition, so that he could appeal against any adverse decision. 
 
Recently, hearing of the petition filed by Mistry's family firms against Tata Sons was adjourned for two weeks by NCLAT at the request of Mistry's counsel C Aryama Sundaram. 
 
According to the two-member bench comprising of B.S.V. Prakash Kumar and V. Nallasenapathy, Mistry firms' refusal to argue the main petition was disobedience of the court. The judge has called the next hearing on Feb 13 and 14. 
 
"The roadmap of the hearing was already laid out of Dec 22, 2016 and Jan 18, 2017. There was time in between but the petitioner had not appealed on any order. It was obvious that matters had been dealt with. Therefore the argument is unmeritorious. Hope that the petitioner (Mistry firms) will argue after two weeks, failing which the petition will stand dismissed," Justice Kumar told ET. 
 
Mistry’s counsel- Sundaram wanted the NCLT judges to pass an order on <a href="http://www.businessinsider.in/searchresult.cms?query=Tata+Sons+shareholder&amp;sortorder=effectivedate">Tata Sons shareholder</a> meeting on Feb 6 and clear its position of maintainability of the case before starting his arguments on the main petition, so that he could appeal against any adverse decision. 
 
"We were very particular that an order should be passed on it either way rather than keep it pending, otherwise Feb 6th will come and go," Sundaram told the press on Tuesday after the hearing. "Now we may want to take other remedies against the order and that is why we asked for an adjournment. Today the bench indicated that the interim application (against holding Tata Sons shareholder meeting) was refused and rejected."

Mistry seeks to stall Tata Sons shareholding meeting, files petition

<ul><li><keyword id="6356895" type="ORGANIZATION" weightage="20" keywordseo="cyrus-mistry">Cyrus Mistry</keyword> has been reappointed as the <keyword id="3932388" type="PERSON" weightage="20" keywordseo="Chairman-of-Tata-Sons">chairman of Tata Sons</keyword> by the National Company Law Appellate Tribunal (NCLAT).</li><li>Mistry will return to the helm of the Tata conglomerate after a three-year-long battle in courts.</li><li>He was ousted in October 2016 being chairman for nearly four years.</li></ul>Cyrus Mistry will be back at the helm of <keyword id="46894" type="PERSON" weightage="20" keywordseo="Tata-Sons">Tata Sons</keyword> in another four weeks-- if no other legal hurdles stop him. After over three years spent battling in courts, Mistry’s <a href="https://www.businessinsider.in/business/corporates/news/cyrus-mistry-can-return-as-tata-sons-chairman-three-years-after-he-was-thrown-out-by-ratan-tata/articleshow/72868406.cms">removal as chairman </a>was deemed illegal by the National Company Law Appellate Tribunal (NCLAT). As Mistry returns to power, the current executive chairman of the company — N Chandra — might have to look for a new job. Mistry served as Tata Sons chairman just shy of four years before the board removed him from the helm in October 2016. His net worth is currently at $10 billion. Here’s a quick look at Mistry’s journey from being the son of a construction tycoon to leading Tata Sons a second time:

The volatile fortunes of low-profile Cyrus Mistry who was made the Chairman of Tata Sons only to be ousted soon after — now he’s fighting his way back

New Delhi, Dec 18 () Ousted Tata Sons Chairman Cyrus Mistry on Wednesday termed the NCLAT judgement to reinstate him at the helm of the company as "victory for the principles of good governance and minority shareholder rights" and not just his own personal victory.
Seeking to bury the past bitterness, Mistry in a statement said that it was now time that "all of us work together for sustainable growth and development of the Tata Group, an institution that we all cherish."
For over 50 years, the Mistry family, as the significant minority shareholder of Tata Sons, has always endeavoured to play the role of a responsible guardian of an institution that the entire nation is proud of, he added.
"For the Tata Group to prosper as an institution, it is important that the management of individual companies, their Boards, the management of Tata Sons, the Board of Tata Sons and the shareholders of Tata Sons, all work harmoniously within a robust governance framework, that in substance and form, protects the rights of all stakeholders, including shareholders, investors and the Tata Groups employees, who represent the strongest asset of the Group," Mistry said.
Commenting on the verdict of the appellate tribunal, he said, "The outcome of the appeal is a vindication of my stand taken when the then board of Tata Sons, without warning or reason removed me, first as the executive chairman, and subsequently as a director of Tata Sons."
He further said, "My endeavor as Executive Chairman had always been to establish a culture and processes that promote effective board governance to create long term stakeholder value, sustainable profits and growth."
In a big win for Cyrus Mistry, the NCLAT on Wednesday restored him as executive chairman of Tata Sons and ruled that appointment of N Chandrasekaran as the head of the holding company of salt-to-software conglomerate was illegal.
The NCLAT, however, stayed the operation of the order with respect to reinstatement for four weeks to allow Tatas to appeal before the Supreme Court, which has appellate jurisdiction over the NCLAT. KRH RKL MR

Victory of principles of good governance, minority shareholder rights: Mistry on NCLAT verdict

<ul><li>The <keyword id="6953502" type="UNKNOWN" weightage="20" keywordseo="SP-Group">SP Group</keyword> stated that a separation from the <keyword id="6355725" type="ORGANIZATION" weightage="20" keywordseo="tata-group">Tata Group</keyword> is necessary due to the potential impact this continuing litigation could have on livelihoods and the economy.</li><li>The current situation has forced the <keyword id="6391150" type="PERSON" weightage="20" keywordseo="mistry">Mistry</keyword> family to sit back and reflect on the past, present and possible future for all stakeholders.</li><li>SP Group holds 18.37% stake in the Tata Group and is the largest minority shareholder.</li></ul>The largest shareholder in the Tata Group, SP Group said before the Supreme Court on Tuesday that a separation from the Tatas is necessary. The SP Group stated before the Supreme Court that a separation from the Tata Group is necessary due to the potential impact this continuing litigation could have on livelihoods and the economy. They stated that it was crucial that an early resolution is reached to arrive at a fair and equitable solution reflecting the value of the underlying tangible and intangible assets. The current situation has forced the Mistry family to sit back and reflect on the past, present and possible future for all stakeholders. "The past oppressive actions, and the latest vindictive move by Tata Sons that impact the livelihoods of the wider SP Group community leads to the inexplicable conclusion that the mutual co-existence of both groups at Tata Sons would be infeasible. The SP-Tata relationship spanning over 70 years, was forged on mutual trust, good faith, and friendship. Today, it is with a heavy heart that the Mistry family believes that a separation of interests would best serve all stakeholder groups", the group said in a statement. As the largest minority shareholder owning an 18.37% stake, the role hitherto played by the SP Group, was always one of guardianship with an aim to protect the best interests of the Tata group. The SP Group had always used its voting rights as a shareholder for the best interest of the Tata Group, it added. SP Group said it is a matter of record that prior to the year 2000, when the Tata Trusts, being Public Charitable Trusts, couldn't exercise their voting rights , the same being held by a Public Trustee, the SP Group voted to protect the best interests of the Tata Group. SP Group said that in 2012, when Cyrus Mistry accepted the position of Chairman of Tata Sons, it was not only with a sense of pride, but also with a sense of duty as an 'insider' on the Board of Tata Sons. "The Tata Group was going through significant change. A generation of Tata leaders were retiring with implications on the future governance of the Group. Several of these leaders who were retiring from the Board of Tata Sons also served as Trustees of the majority shareholders - Tata Trusts. It is in this context that Mistry set about trying to establish a governance structure that would institutionalize accountability, and create the right checks and balances, without contravening the new SEBI Insider Trading law that regulated the flow of information across all stakeholders. Unfortunately, he was removed in October 2016, when he attempted to implement these governance reforms", the group added. It is extremely unfortunate that the current leadership of Tata Sons has not only continued to take value destructive business decisions in a misguided effort to prove a point in these proceedings. SP Group said that it is a matter of public record that several issues identified years earlier, continue to plague the group. Whether it is the operations of Tata Steel UK, where over the last three years alone the operational losses have increased by an additional 11,000 crores, or the Group's aviation businesses. These actions, or lack thereof, have meant that the total debt in the major Tata group companies has increased by approximately Rs 1 lakh crores in the last three years. Excluding TCS, the last quarters losses of all the listed group companies of approximately 14,000 crores causes great concern. "Unfortunately, the impact of these actions continue to hurt minority shareholders, be it the SP Group at Tata Sons or the millions of shareholders of the listed companies in the Tata Group", SP Group said. It said that Tata Sons has amplified its institutional efforts to suppress and inflict irreparable harm on the SP Group, in the midst of a global crisis triggered by the COVID Pandemic. The 150 year old SP Group - is the second largest construction group in the country, executing projects of national significance in India and abroad. "The Mistry family were in the midst of raising funds against the security of their personal assets to meet the crisis arising from the global pandemic. This move was undertaken to protect the livelihoods of its 60,000 employees and over 100,000 migrant workers. The action by Tata Sons to block this crucial fund raise, without any heed for the collateral consequences is the latest demonstration of their vindictive mind-set", it said.

Shapoorji Pallonji Group says it's time to part ways with the Tatas

<keyword id="6500654" type="PERSON" weightage="100" keywordseo="Nusli-Wadia">Nusli Wadia</keyword>, longtime associate of Rata Tata and independent director on the boards Tata group companies like Tata Chemicals, Tata Motors and Tata Steel, has filed a Rs 3,000-crore defamation suit against <keyword id="6360722" type="PERSON" weightage="100" keywordseo="ratan-tata">Ratan Tata</keyword> and <keyword id="46894" type="PERSON" weightage="100" keywordseo="Tata-Sons">Tata Sons</keyword>. 
 
Officials close to the development said the chairman of Wadia Group has sought compensation from Tata Sons for the various accusations it levelled against him in public statements to shareholders. He says no valid reason was given for the allegations and the extraordinary general meetings (EGM) called by the group for his ouster. 
 Wadia had in November threatened civil and criminal defamation suit against Tata Sons, when the company alleged that Wadia was acting in concert with <keyword id="6356895" type="PERSON" weightage="100" keywordseo="Cyrus-Mistry">Cyrus Mistry</keyword> and against the interests of the principal shareholders by galvanising independent directors.

Now, Nusli Wadia files defamation case against Tata Sons, seeks Rs 3000 crore in damages

<keyword id="46894" type="PERSON" weightage="20" keywordseo="Tata-Sons">TATA Sons</keyword> removing its Chairman puts spotlight on family businesses as never before. 
 Legally there seem to be no lapse on the part of <keyword id="8555" type="CITY" weightage="20" keywordseo="Tata">Tata</keyword> Sons Board. Tata Sons, is an unlisted company, thus not subject to the slew of <keyword id="3794185" type="UNKNOWN" weightage="20" keywordseo="security-exchange">Security Exchange</keyword> <keyword id="6373268" type="ORGANIZATION" weightage="20" keywordseo="corporate-governance">corporate governance</keyword> norms. Thus they seem to have replaced their Chairman consistent with the power vested with <keyword id="490701" type="ORGANIZATION" weightage="20" keywordseo="Tata-Trust">Tata Trust</keyword> through its Memorandum of Articles. 
 
However there is a bigger question that needs to be addressed. The conduct of unlisted promoter entity has serious and direct impact on minority shareholders of listed entity. Thus it is not good enough to say these issues are not linked and Tata Sons can go about its business purely based on the fact that it is an unlisted entity thus not accountable to Corporate Governance regulations. 
 <keyword id="6355725" type="CITY" weightage="20" keywordseo="Tata-Group">Tata group</keyword> of companies account for over 7% of the aggregate value of listed market cap on Indian stock exchange, thus it is indeed a material event for minority shareholders to look at the regulations more carefully. This incidence clearly shows that Memorandum of Articles is not enough governance mechanism for unlisted promoter entities and we need better regulations, which would encourage transparency and accountability to protect interests of minority shareholders. 
 The second issue to focus on is the boards of the listed entities and how they would deal with a Chairman who is not wanted by the primary promoter entity. <keyword id="6356895" type="PERSON" weightage="20" keywordseo="Cyrus-Mistry">Cyrus Mistry</keyword> continues to be Chairman of the listed Tata Group entities which all have independent Boards. This will throw spotlight on the role and responsibility of the independent directors on such boards. Questions would be asked if it is not expected of these listed entities to share their views to address the concerns of minority shareholders now. Questions would also be asked on how they go about removing <keyword id="763" type="PERSON" weightage="20" keywordseo="Cyrus">Cyrus</keyword> on the behest of the largest shareholder, Tata Sons. Questions would be asked if they don’t do anything and let things be, as we now know that most decisions would now be taken at Tata Sons level and the listed entity current Chairman is a lame duck. 
 
Independent directors have far been more dependent rather than independent across the world. This incidence will put this question right in the center of the debate at least in India -Do independent directors in listed entities have a say and can they really protect a minority shareholder’s interest. 
 
 
Vineet Nayar of HCL 
 
With conflict within family in the promoter entity a likely scenario in a multi generation families, it is time to evolve tighter governance at that level at least from the perspective of information flow and transparence in decision making that impacts the minority shareholders, employees and customers of the listed entity. If the key decisions are taken by the promoter entity as in this case of Tata Sons and Tata Trusts and not at the level of the Board of the listed entity-this debate is urgent and important. 
 
Family run companies are a great asset to long term thinking of a company. India has been built around such family businesses and I am a big supporter of this model. Thus we definitely need to preserve that strength and add to it a governance layer so that it continues to deliver results for all stakeholders and the trust in such instructions grows with time. 
 So what would happen to the Tata <keyword id="45535" type="UNKNOWN" weightage="100" keywordseo="Saga">Saga</keyword>? Fortunately it will remain in front pages for sometime and that is why I am hoping that the debate around the core issue of corporate governance in unlisted promoter entities would not be lost so easily. 
 
(This article is written by Vineet Nayar. The author is the former VC and CEO of HCL Technologies. He is now the Founder and Chairman of Sampark Foundation)

My 2 cents on the TATA Saga

National Company Law Tribunal (<keyword id="6355809" type="ORGANIZATION" weightage="100" keywordseo="nclt">NCLT</keyword>) has ruled that <keyword id="6356895" type="PERSON" weightage="100" keywordseo="Cyrus-Mistry">Cyrus Mistry</keyword>’s petition is not maintainable, saying that his family firms are not qualified to file a petition alleging mismanagement of <a href="http://www.businessinsider.in/letter-by-tata-sons-new-chairman-n-chandrasekaran-to-tcs-employees/articleshow/56529207.cms">Tata Sons</a> and oppression of minority shareholders. 
 "The petitioners have failed to convince the court that the application is maintainable," said B.S.V. Kumar, presiding member of NCLT. As per rules of the Companies Act, 2013, shareholder needs at least 10% to file a petition in the NCLT. Mistry's family firms - Cyrus <keyword id="6362476" type="ORGANIZATION" weightage="80" keywordseo="investments">Investments</keyword> Pvt Ltd and Sterling Investments Pvt Ltd - hold only 2.17% shares of the total share capital (equity + preference shares) of <keyword id="46894" type="PERSON" weightage="100" keywordseo="Tata-Sons">Tata Sons</keyword>. 
 
Whether or not the requirement can be waived will be decided on 7th March. 
 It was in December 2016 that Mistry had filed a petition alleging oppression of minority shareholder rights and mismanagement at the <keyword id="6355725" type="CITY" weightage="100" keywordseo="Tata-Group">Tata Group</keyword>. 
 
In case NCLT waives the requirement, Tata Sons could challenge it in National Company Law Appellate Tribunal (NCLAT), because by law, this kind of waiver has to be sought before a petition is filed. In case NCLT rules against a waiver, Mistry could go to court against today's ruling and also on the waiver petition. 
 
In October last year, Mistry was <a href="http://www.businessinsider.in/cyrus-mistry-removed-as-tata-sons-director/articleshow/57003221.cms">removed</a> as the chairman of Tata Sons, leading to a <a href="http://www.businessinsider.in/war-intensifies-cyrus-mistry-is-going-to-challenge-chandrasekarans-appointment-as-tata-sons-chairman/articleshow/56642005.cms">public spat</a> between Mistry and Tata Group. While the group said that Mistry was not a good leader, he accused Tata Sons poor corporate governance practices. 
 
Also read: <a href="http://www.businessinsider.in/tata-group-under-scrutiny-apex-body-of-chartered-accountants-is-looking-at-alleged-accounting-irregularities-at-tata-companies/articleshow/57150133.cms">Tata Group under scrutiny: Apex body of Chartered Accountants looking at alleged accounting irregularities at Tata companies</a> 
 
He then went on to file a <a href="http://www.businessinsider.in/mistry-seeks-to-stall-tata-sons-shareholding-meeting-files-petition/articleshow/56932812.cms">344-page petition</a>, in which he shared the minutes of several board meetings, details of business deals and emails, which, as per Tata Sons was making 'confidential and sensitive' information public. Tata Sons in turn filed a complaint against Mistry with the Securities and Exchange Board of India (<a href="http://www.businessinsider.in/sebi-to-allow-mutual-funds-to-invest-in-reits-invits/articleshow/56559875.cms">SEBI</a>). 
 
(<a href="http://stz.india.com/sites/default/files/2016/10/02/7824-cyrus-mistry-pti.jpg">Image source</a>)

You Searched For "tata sons shareholding" and got 8 results

Tata Sons says the court gave Cyrus Mistry more than he wanted

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Mistry seeks to stall Tata Sons shareholding meeting, files petition

BI India Bureau

The volatile fortunes of low-profile Cyrus Mistry who was made the Chairman of Tata Sons only to be ousted soon after — now he’s fighting his way back

Prabhjote Gill

Victory of principles of good governance, minority shareholder rights: Mistry on NCLAT verdict

PTI

Shapoorji Pallonji Group says it's time to part ways with the Tatas

IANS

Now, Nusli Wadia files defamation case against Tata Sons, seeks Rs 3000 crore in damages

BI India Bureau

My 2 cents on the TATA Saga

Guest Author

NCLT rules out Cyrus Mistry's petition against Tata Sons

BI India Bureau

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