Ousted Tata Sons chairman Cyrus Mistry has replied to the National Company Law Tribunal (NCLT) on the ‘counter-allegations’ made by the holding company of the industrial conglomerate.
The replies came through an affidavit which was filed by Mistry's investment companies to the NCLT's Mumbai bench on Monday to prove allegations of interference by Ratan Tata.
In his affidavit, Mistry has alleged that Ratan Tata had wanted to sue Docomo for defamation and had suggested the group to explore possibilities of suing Docomo for defamation as the Japanese telecom firm was tarnishing the image of the group.
The affidavit contains emails, letters and documents and is aimed at showing that Mistry had flagged the need for a governance framework and clear decision-making processes.
The documents also conveyed that all decisions taken by Mistry, for which he has now been faulted by the company, were done with the full knowledge of Ratan and Tata Trusts nominees.
Mistry said that the articles of association of Tata Sons were changed to ensure certain decisions were made with the concurrence of the Trusts. It was insisted that the Trusts nominees on the board must vote in the affirmative on such decisions, he claimed.
He said that the changes in the articles were being interpreted to mean that Tata Sons must consult the Trusts before placing any matter before the Tata Sons board.
Tata Trusts hold 66 per cent stake in the holding company of the Tata Group, whereas Mistry's family holds over 18 per cent interest.
The rejoinder comes after Tata Sons had filed an over 200-page affidavit with the NCLT earlier in January, rebutting charges levelled against it by the investment companies of Mistry. Currently, the NCLT in Mumbai is hearing the petition filed by Mistry's investment companies.
The Tata Sons' affidavit, among other things, alleged that Mistry had under-performed as the Chairman of Tata Sons, which led to a decline in dividend payments to Tata Trusts. Further, the affidavit pointed out that the Board of Tata Sons had lost confidence in Mistry.
Earlier, Tata Sons had been served with a petition filed before the NCLT by Mistry's investment companies under Sections 241 and 242 of the Companies Act. On its part, Tata Sons has also served legal notice to Mistry, alleging breach of confidentiality and passing on sensitive information to his family-controlled companies.
In another development on January 18, the top corporate tribunal had dismissed a petition filed against Tata Sons by Mistry for calling a shareholders' meet to remove him as a Director on the company's Board. The NCLT's Mumbai bench had dismissed the petition filed by Mistry's investment company -- Cyrus Investment Private Limited.
The petition had also sought an injunction against the proposed extra-ordinary general meeting (EGM) which is said to have been called on February 6, 2017. The petition alleged that the company had violated NCLT's order dated December 22, 2016, as it called for an EGM by issuing a special notice on January 3, 2017.
In response to the petition, Tata Sons that time had said, "There is no contempt. We will make our submissions to the NCLT."
Tata Sons' Board ousted Mistry on October 24, 2016 as its Chairman and appointed Ratan Tata as Interim Chairman. However, Mistry still remains a Director on the board of the holding arm of the group.
