“We continue to argue that we do not want Mistry to be reinstated as executive chairman of Tata Sons,” SP Group Adviser CA Sundaram told a bench by Chief Judge SA Bobde and Judges AS Bopanna and V Ramasubramanian.
Mistry was fired as executive chairman in 2016, apparently due to his differences with his predecessor Ratan Tata, who remained the company’s president emeritus.
Senior attorney Sundaram said Tata Sons was not a family business for the largest shareholder, Tata Trusts, to set the agenda and meddle in every important decision.
“The majority shareholder I can’t tell my way or the highway. The interests of all shareholders, in particular the minority group, must be protected. Differences emerged that led to the dismissal, mainly because Mistry had opposed the Tata Group agreement with Corus at a loss and the continuation of the Nano car project, which was draining the company, “he said.
The bench said these were not examples of oppression by the majority group. “It’s not that these deals were designed to make the minority group lose money alone. If it was a loss, it hurt both majority and minority shareholders alike, ”he said.
Sundaram said he was making this point, that a board of directors must ensure the protection of all stakeholders.
Sundaram said Tata Sons was a public company, carrying the hopes and aspirations of a myriad of shareholders whose investments needed protection through prudent decisions.
“If Tata Trusts thinks Tata Sons needed a Nanny or a person with Tata family ties to lead the company or get involved in the decision-making process, then Cyrus Mistry has it too. His sister is married to Ratan Tata’s half-brother, Noel Tata, ”Sundaram said.
The SP group’s argument that he was not seeking Mistry’s reinstatement as executive chairman of Tata Sons caused the CJI-led bench to recount its January 10 remarks during Tata Sons’ first appeal hearing against the order. NCLAT which restored Mistry as executive chairman and converts the limited liability company to a public limited company.
“We are completely surprised at some of the legal aspects of this case. Does NCLAT have its motu to reinstate Mistry as executive chairman when he’s not even wanted? Apparently he has no powers his motu. Even a civil court has no powers of its own. This is the most surprising part, reinstating Mistry as executive chairman when he wasn’t even asked for, ”the desk said.
Discussions will continue on Wednesday.