Cyrus Mistry files appeal in Supreme Court; says his family deserved more relief from NCLAT

Mumbai: Less than a month after the Supreme Court stayed an order reinstating him as Tata Sons chairman, Cyrus Mistry has moved the apex court seeking removal of many anomalies in the NCLAT order, saying his family deserved more relief from the tribunal. Mistry, whose family owns 18.37 percent stake in Tata Sons, has filed a cross appeal in the court. Generally, a cross appeal refers to an appeal made against certain facets of a judgement. On 25 January, a three-judge bench headed by Chief Justice Arvind Bobde stayed the National Company Law Appellate Tribunal (NCLAT) order, dated 18 December, wherein Mistry was reinstated as Tata Sons chairman. The stay came on an appeal filed by Tata Group. In the petition, Mistry has described the group’s relationship with Tatas as “a quasi-partnership relationship of a vintage of over 60 years, holding 18.37 percent in the equity share capital of Tata Sons and whose stake is now worth over Rs 1.5 lakh crore”. [caption id=“attachment_3886601” align=“alignleft” width=“380”] Ratan Tata, Cyrus Mistry. AFP image.[/caption] According to the petition, which has been accessed by PTI, the Mistry camp has sought remedies for many anomalies in the NCLAT order, including about not looking at alleged oppression of minority shareholders as well as converting Tata Sons into a private limited company as a post-facto move. The conversion happened after Mistry was removed as chairman on 24 October, 2016. As per the petition, filed on 14 February, the tribunal order clearly and unequivocally found the prejudicial conduct by Tata Sons, but failed to provide certain important reliefs that would have put an end to the oppressive conduct of the majority shareholder. Reinstating Mistry as the chairman, NCLAT had also termed the action of the Registrar of Companies to allow conversion of Tata Sons into a private limited company illegal. After the tribunal’s ruling, Mistry had said that he was not interested in any executive position at the Tatas but wants only to uphold corporate governance norms and also protect his family’s investment in the Tatas. The 45-page petition, filed before the Supreme Court on 14 February, said the tribunal, after reviewing voluminous records, has clearly found the prejudicial conduct by Tata Sons. However, the tribunal “has erred in not granting vital reliefs, including proportionate representation on the board of Tata Sons, and striking down of certain provisions in the articles of association, which were the tools of oppression that enabled prejudicial conduct by the majority shareholder,” it said. The petition also contended that the tribunal erroneously said it did not have the powers to alter the Articles of Association even though it had correctly recorded that the relationship between the Tatas and the Mistry family was in the nature of a “quasi-partnership”. The petition is to secure deletion of certain specific provisions in the Articles of Association (AoA) of Tata Sons, clearly permitted by the special provisions dealing with oppression of minority shareholders under the companies law. Further, Mistry has sought proportionate representation on the board of Tata Sons to ensure that its interests and investments now worth over Rs 1 lakh crore are protected in the future. While the manifest abuse of power and conduct lacking in probity has been explicitly found by NCLAT in removal of Mistry, his reinstatement was not sought, the petition said. “Instead, what was sought was clearly intervention in the form of deletion of provisions in the Articles of Association, which is a measure specifically provided for in Section 242 of the Companies Act, 2013,” it noted. Since the 1920s, the 154-year old Shapoorji Pallonji Mistry Group, has been increasing its ownership in the Tatas, and now owns 18.37 percent stake. Handwritten letters of Ratan Tata to Pallonji Mistry have also been attached along with the petition. In a letter written to Pallonji Mistry on 27 March, 1991 – two days after taking over as Tata Sons chairman – Tata said he would never hurt him or his family. “… our common agreement and mutual faith will foster a true and lasting relationship without any misunderstanding– and in the best interest of Tata Sons as a company,” the letter said. “Our standing together will also be a matter of strength… Let me reiterate that I will never do anything consciously to hurt you or your family…” it added. PTI has seen a copy of the letter. As the largest minority shareholder in Tata Sons which is worth over $100 billion today, Pallonji Mistry and his children Shapoor and Cyrus, served as directors of 20 Tata Group companies. Pallonji Mistry was on the board of Tata Sons from June 1980 to 2004. Cyrus Mistry became a director in Tata Sons in August 2006, a directorship he held till he was removed in February 2017.