TATA vs MISTRY
Supreme Court Bench headed by Chief Justice of India SA Bobde to hear plea against NCLAT order of December 18, 2019 reinstating Cyrus Mistry as Chairperson of Tata Sons.
#SupremeCourt @TataCompanies
Supreme Court Bench headed by Chief Justice of India SA Bobde to hear plea against NCLAT order of December 18, 2019 reinstating Cyrus Mistry as Chairperson of Tata Sons.
#SupremeCourt @TataCompanies
TATA v MISTRY: Bench assembles. Senior Advocates Harish Salve and Dr. AM Singhvi to argue on behalf of Tata Sons.
@TataCompanies @tatatrusts @DrAMSinghvi
#SupremeCourt #tatasons
@TataCompanies @tatatrusts @DrAMSinghvi
#SupremeCourt #tatasons
TATA v. MISTRY:
Senior counsel Harish Salve commences arguments on behalf of Tata Sons.
#supremecourt #tata
Senior counsel Harish Salve commences arguments on behalf of Tata Sons.
#supremecourt #tata
This is an appeal from December 18, 2019 order of NCLAT. The starting point of this entire controversy is Oct 24, 2016: Harish Salve
#TatavMistry #SupremeCourt
#TatavMistry #SupremeCourt
On October 24, 2016 Cyrus Mistry was removed as Executive Chairman of Tata Sons
Is position of Executive Chairman a post created by the board? CJI Bobde
It is a designation. Many times companies don't have executive chairperson and seniormost director presides over board: Salve
Is position of Executive Chairman a post created by the board? CJI Bobde
It is a designation. Many times companies don't have executive chairperson and seniormost director presides over board: Salve
TATA v. MISTRY
It is not a post but only a designation: Salve says explaining how such designations works.
#Supremecourtofindia
#TataMistry
@TataCompanies
It is not a post but only a designation: Salve says explaining how such designations works.
#Supremecourtofindia
#TataMistry
@TataCompanies
TATA v MISTRY
Tata sons was a company created in 1917. It was never a public company. Tata Sons always had a provision in its articles which restricts the transfer of its shares and provisions relating to stringent control on shareholding: Harish Salve
#tata #SupremeCourt
Tata sons was a company created in 1917. It was never a public company. Tata Sons always had a provision in its articles which restricts the transfer of its shares and provisions relating to stringent control on shareholding: Harish Salve
#tata #SupremeCourt
TATA v MISTRY
It also has an unusual article which empowers the Board to compel shareholder to sell his/ her share. These articles have been in play all along even when Companies Act was amended and section 43A inserted: Harish Salve
#Supremecourtofindia @TataCompanies
It also has an unusual article which empowers the Board to compel shareholder to sell his/ her share. These articles have been in play all along even when Companies Act was amended and section 43A inserted: Harish Salve
#Supremecourtofindia @TataCompanies
TATA v MISTRY
Salve argues against NCLAT which had come to the finding that Tata Sons remained a public company despite Registrar of Companies approving the change in certificate of incorporation of Tata Sons from public to private.
Salve argues against NCLAT which had come to the finding that Tata Sons remained a public company despite Registrar of Companies approving the change in certificate of incorporation of Tata Sons from public to private.
TATA v MISTRY
The major shareholder of Tata Sons is Tata Trusts which holds 68 percent stake. The trustees controlled Tata Sons and nominated people to Board of Tata Sons. It was a matter of prestige to be nominated to the Board of Tata Sons: Harish Salve
@tatatrusts
The major shareholder of Tata Sons is Tata Trusts which holds 68 percent stake. The trustees controlled Tata Sons and nominated people to Board of Tata Sons. It was a matter of prestige to be nominated to the Board of Tata Sons: Harish Salve
@tatatrusts
TATA v MISTRY
Tata Sons in turn control a slew of listed companies including Tata Steel, Tata chemicals, Tata Motors, Indian Hotels and prestigious companies in Europe like Jaguar Land rover and Corus group: Harish Salve
Tata Sons in turn control a slew of listed companies including Tata Steel, Tata chemicals, Tata Motors, Indian Hotels and prestigious companies in Europe like Jaguar Land rover and Corus group: Harish Salve
TATA v MISTRY
It is a matter of pride that Jaguar cars are manufactured by Tata owned company: Salve
Where are they manufactured, India or England: CJI Bobde
In England: Salve.
@TataMotors #Supremecourtofindia
It is a matter of pride that Jaguar cars are manufactured by Tata owned company: Salve
Where are they manufactured, India or England: CJI Bobde
In England: Salve.
@TataMotors #Supremecourtofindia
TATA v MISTRY
Pallonji Mistry, Cyrus Mistry's father was included in Tata Sons as non-executive Director in 1980. Cyrus Mistry joined Tata Sons in 2006: Harish Salve.
#SupremeCourt @tatatrusts @TataCompanies
Pallonji Mistry, Cyrus Mistry's father was included in Tata Sons as non-executive Director in 1980. Cyrus Mistry joined Tata Sons in 2006: Harish Salve.
#SupremeCourt @tatatrusts @TataCompanies
TATA v MISTRY
Between 1965 and 1980 nobody from Pallonji group was on the Board of Tata Sons: Harish Salve
@tatatrusts #Supremecourtofindia
Between 1965 and 1980 nobody from Pallonji group was on the Board of Tata Sons: Harish Salve
@tatatrusts #Supremecourtofindia
TATA v MISTRY
Appointment of Cyrus Mistry as Executive Chairman was only up until March 2017. It was not a lifetime appointment: Harish Salve
#SupremeCourt #tatamistry
@tatatrusts
Appointment of Cyrus Mistry as Executive Chairman was only up until March 2017. It was not a lifetime appointment: Harish Salve
#SupremeCourt #tatamistry
@tatatrusts
TATA v MISTRY
If instead of October 2016 we had reached March 2017 and he was not reappointed, then there would be no right on the part of minority shareholders to claim he shod be reappointed: Harish Salve.
#SupremeCourt #tatasons
@TataCompanies
If instead of October 2016 we had reached March 2017 and he was not reappointed, then there would be no right on the part of minority shareholders to claim he shod be reappointed: Harish Salve.
#SupremeCourt #tatasons
@TataCompanies
TATA v MISTRY
Salve says Mistry and Pallonji group had never raised issue about appointment of N Chandrasekaran who had replaced Mistry but NCLAT went and struck that down: Salve
Does NCLAT have Suo Motu powers: CJI Bobde
No, my lord: Salve
#tatavmistry #Supremecourtofindia
Salve says Mistry and Pallonji group had never raised issue about appointment of N Chandrasekaran who had replaced Mistry but NCLAT went and struck that down: Salve
Does NCLAT have Suo Motu powers: CJI Bobde
No, my lord: Salve
#tatavmistry #Supremecourtofindia
TATA v MISTRY
Does NCLAT have powers to appoint remove chairperson: CJI Bobde.
Yes, says Salve but qualifies it with certain conditions/ situations when it can be done. Such appointments should be pro tem, he says.
#SupremeCourt #tatavmistry
Does NCLAT have powers to appoint remove chairperson: CJI Bobde.
Yes, says Salve but qualifies it with certain conditions/ situations when it can be done. Such appointments should be pro tem, he says.
#SupremeCourt #tatavmistry
TATA v MISTRY
Ratan Tata wanted to do it in a quiet manner. So he had met Mistry and told him that Board had lost confidence in him and he should consider stepping down. But he did not and then there was leaking of letter. Eventually he was removed from Board: Salve.
Ratan Tata wanted to do it in a quiet manner. So he had met Mistry and told him that Board had lost confidence in him and he should consider stepping down. But he did not and then there was leaking of letter. Eventually he was removed from Board: Salve.
TATA v MISTRY
The Articles of Association of Tata Sons was amended in 2000 which gave affirmative voting rights on "Trust nominated directors". These amendments were voted in affirmation by Pallonji Mistry, father of Cyrus Mistry: Salve
#SupremeCourt #tatavmistry
The Articles of Association of Tata Sons was amended in 2000 which gave affirmative voting rights on "Trust nominated directors". These amendments were voted in affirmation by Pallonji Mistry, father of Cyrus Mistry: Salve
#SupremeCourt #tatavmistry
TATA v MISTRY
These amendments created a structure such that resolutions etc had to be run past the trust before placing before board. Otherwise, the nominated directors might say they will have to take instructions from nominator: Salve.
#tatasons
These amendments created a structure such that resolutions etc had to be run past the trust before placing before board. Otherwise, the nominated directors might say they will have to take instructions from nominator: Salve.
#tatasons
TATA v MISTRY
There is nothing wrong in it. But it is for this that they (Pallonji group) have called them stooges etc.
The NCLAT has also picked out these articles to say they interfere in operation of minority: Salve
#SupremeCourt #tatasons
There is nothing wrong in it. But it is for this that they (Pallonji group) have called them stooges etc.
The NCLAT has also picked out these articles to say they interfere in operation of minority: Salve
#SupremeCourt #tatasons
TATA v MISTRY
Mistry was not appointed as Executive Chairman not under any right of minority shareholder. Even otherwise, only Mistry personally can have grievance (due to removal) and not minority shareholders: Salve
Mistry was not appointed as Executive Chairman not under any right of minority shareholder. Even otherwise, only Mistry personally can have grievance (due to removal) and not minority shareholders: Salve
TATA v MISTRY
What NCLAT has done now is vest the control of the company with minority. Minority with 18 percent holding has been effectively given power to rule over all the Tata Companies: Salve
#SupremeCourt #tatasons
What NCLAT has done now is vest the control of the company with minority. Minority with 18 percent holding has been effectively given power to rule over all the Tata Companies: Salve
#SupremeCourt #tatasons
TATA v MISTRY
Bench reassembles, hearing resumes in Supreme Court.
#Supremecourtofindia #tatasons
@TataCompanies @tatatrusts
Bench reassembles, hearing resumes in Supreme Court.
#Supremecourtofindia #tatasons
@TataCompanies @tatatrusts
TATA v MISTRY
Salve resumes arguments.
Arguments now on when tribunal can exercise powers under sections 242/ 242 of the Companies Act.
#Supremecourtofindia
#tatasons
Salve resumes arguments.
Arguments now on when tribunal can exercise powers under sections 242/ 242 of the Companies Act.
#Supremecourtofindia
#tatasons
TATA v MISTRY
Section 241 provides for application to Tribunals when the affairs of the company is conducted in a manner prejudicial to public interest or in a manner oppressive to any member of the company.
Section 241 provides for application to Tribunals when the affairs of the company is conducted in a manner prejudicial to public interest or in a manner oppressive to any member of the company.
TATA v MISTRY
Section 241 refers to "the company" which in this case is TATA sons. So a complaint under 241 cannot be based on a litany of allegations against downstream companies like Tata Motors, Corus, Tata Steel etc: Salve.
#SupremeCourt
Section 241 refers to "the company" which in this case is TATA sons. So a complaint under 241 cannot be based on a litany of allegations against downstream companies like Tata Motors, Corus, Tata Steel etc: Salve.
#SupremeCourt
TATA v MISTRY
You are saying that decision taken which might not work cannot be basis for oppression or mismanagement: CJI Bobde.
Yes, it might at the most be a bad decision but not mismanagement: Salve
#tatasons
#Supremecourtofindia
You are saying that decision taken which might not work cannot be basis for oppression or mismanagement: CJI Bobde.
Yes, it might at the most be a bad decision but not mismanagement: Salve
#tatasons
#Supremecourtofindia
TATA v MISTRY
A member of TATA Sons cannot contain about other TATA companies. There has never been a single allegation of mismanagement of TATA Sons: Salve
#Supremecourtofindia #tatasons
@tatatrusts
A member of TATA Sons cannot contain about other TATA companies. There has never been a single allegation of mismanagement of TATA Sons: Salve
#Supremecourtofindia #tatasons
@tatatrusts
TATA v MISTRY
The company has been run amazingly. During the tenure of Mr. Ratan Tata between 1991 and 2012, the market cap of Tata went up 500 times: Salve
#SupremeCourt #tatasons
The company has been run amazingly. During the tenure of Mr. Ratan Tata between 1991 and 2012, the market cap of Tata went up 500 times: Salve
#SupremeCourt #tatasons
TATA v MISTRY
When there is a growth story of 500 percent, there will be some winner projects and some losers: Salve
#SupremeCourt #tatasons
@tatatrusts
When there is a growth story of 500 percent, there will be some winner projects and some losers: Salve
#SupremeCourt #tatasons
@tatatrusts
TATA v MISTRY
The power of tribunal to remove chairman is absolute: Salve
The tribunal power to select a chairman. Selection must be made by shareholder: Salve
The power of tribunal to remove chairman is absolute: Salve
The tribunal power to select a chairman. Selection must be made by shareholder: Salve
TATA v MISTRY
Your contention is there is no power with tribunal to select and appoint a person as chairman: CJI
Yes. Generally. The power of tribunal to appoint directors under section 242(2)(k) is nuanced for specific purposes: Salve
#SupremeCourt #tatasons
Your contention is there is no power with tribunal to select and appoint a person as chairman: CJI
Yes. Generally. The power of tribunal to appoint directors under section 242(2)(k) is nuanced for specific purposes: Salve
#SupremeCourt #tatasons
TATA v MISTRY
With 18 percent, in normal corporate democracy, Mistry would not even be able to get one director on the board and the 68 percent shareholder will be able to pack the board: Salve
#SupremeCourt
With 18 percent, in normal corporate democracy, Mistry would not even be able to get one director on the board and the 68 percent shareholder will be able to pack the board: Salve
#SupremeCourt
TATA v MISTRY
The 18 percent (shareholder) will be entitled to get dividends. As long as TATA sons is distributing huge amounts as dividends, where is the question of winding up. That is the long and short of this matter: Salve
#tatasons #Supremecourtofindia
The 18 percent (shareholder) will be entitled to get dividends. As long as TATA sons is distributing huge amounts as dividends, where is the question of winding up. That is the long and short of this matter: Salve
#tatasons #Supremecourtofindia
TATA v MISTRY
On initial NCLAT ruling which had agreed to waiver of certain requirements by Mistry to file the complaint, Salve says it was not pursued further because an allegation was made that Ratan Tata was abetting terrorists.
Somebody published some article: Salve
On initial NCLAT ruling which had agreed to waiver of certain requirements by Mistry to file the complaint, Salve says it was not pursued further because an allegation was made that Ratan Tata was abetting terrorists.
Somebody published some article: Salve
TATA v MISTRY
Is there any finding that so called loss suffered by Tata Sons affected minority more than company? CJI Bobde
Salve: It affected the company.
Is there any finding that so called loss suffered by Tata Sons affected minority more than company? CJI Bobde
Salve: It affected the company.
TATA v MISTRY
CJI: Which means everybody lost including majority. Mere loss cannot be a ground under 242; i
It should be a loss specifically for minority.
Salve: That is our submission
#SupremeCourt
CJI: Which means everybody lost including majority. Mere loss cannot be a ground under 242; i
It should be a loss specifically for minority.
Salve: That is our submission
#SupremeCourt
TATA v MISTRY
There was not a single resolution brought by Mistry, when he was Executive Chairman, which was defeated by the board. For 20 years, veto was in place but never exercised. That was how this company was run: Salve
#Supremecourtofindia #tatasons
@tatatrusts
There was not a single resolution brought by Mistry, when he was Executive Chairman, which was defeated by the board. For 20 years, veto was in place but never exercised. That was how this company was run: Salve
#Supremecourtofindia #tatasons
@tatatrusts
TATA v MISTRY
CJI Bobde asks Salve aboutwhether tribunal can explore possibilities of running the company even if it concludes that there is oppression and mismanagement.
#Supremecourtofindia #tatasons
CJI Bobde asks Salve aboutwhether tribunal can explore possibilities of running the company even if it concludes that there is oppression and mismanagement.
#Supremecourtofindia #tatasons
TATA v MISTRY
If the tribunal finds the oppression is so gross, can't the tribunal pass orders under section 242: CJI
Salve responds by giving example on what are not "just and equitable" reasons to order winding up.
If the tribunal finds the oppression is so gross, can't the tribunal pass orders under section 242: CJI
Salve responds by giving example on what are not "just and equitable" reasons to order winding up.
TATA v MISTRY
The test is whether there is lack of probity in running of company. Sale of Rs 1 lakh car takes downturn, or issues faced by company due to problems in distribution of spectrum by govt cannot be reasons for winding up on lack of probity, says Salve.
The test is whether there is lack of probity in running of company. Sale of Rs 1 lakh car takes downturn, or issues faced by company due to problems in distribution of spectrum by govt cannot be reasons for winding up on lack of probity, says Salve.
TATA v MISTRY
Salve reading out various precedents on the scope of 'just and equitable' reasons as a ground for winding up states that the standards for applying the principle are 'high'
#Supremecourtofindia #tatasons
@tatatrusts
Salve reading out various precedents on the scope of 'just and equitable' reasons as a ground for winding up states that the standards for applying the principle are 'high'
#Supremecourtofindia #tatasons
@tatatrusts
TATA v MISTRY
Being outvoted in board meeting or personal lives of directors cannot be reasons to invoke just and equitable ground for winding up, Salve submits.
#tatasons #tatavmistry #Supremecourtofindia
@tatatrusts
Being outvoted in board meeting or personal lives of directors cannot be reasons to invoke just and equitable ground for winding up, Salve submits.
#tatasons #tatavmistry #Supremecourtofindia
@tatatrusts
TATA v MISTRY
Where there is oppression and prejudice alleged of a kind in which judge can cay that either I will fix it or wind it up, then and only then can company court pass an order under section 397: Salve
#Supremecourtofindia #tatasons
Where there is oppression and prejudice alleged of a kind in which judge can cay that either I will fix it or wind it up, then and only then can company court pass an order under section 397: Salve
#Supremecourtofindia #tatasons
TATA v MISTRY
Nobody can capture exhaustively what are "just and equitable" grounds for winding up: Salve
#SupremeCourt #tatasons
Nobody can capture exhaustively what are "just and equitable" grounds for winding up: Salve
#SupremeCourt #tatasons
TATA v MISTRY
So the broad choice which the judge has is whether the situation is remediable or irremediable: CJI Bobde
That is right: Salve
#SupremeCourt #tatasons
So the broad choice which the judge has is whether the situation is remediable or irremediable: CJI Bobde
That is right: Salve
#SupremeCourt #tatasons
TATA v MISTRY
The judge has to see whether oppression is of such degree and accompanied by lack of probity to such an extent that the judge has to either wind up the company or pass such orders to remedy the situation. Is that your submission? CJI Bobde to Salve
Salve concurs.
The judge has to see whether oppression is of such degree and accompanied by lack of probity to such an extent that the judge has to either wind up the company or pass such orders to remedy the situation. Is that your submission? CJI Bobde to Salve
Salve concurs.
TATA v MISTRY
Can there be a finding of oppression and mismanagement on the basis of articles of association of the company or should there be acts of oppression by the management? CJI Bobde asks.
It should come out of the acts of management, Salve responds.
#SupremeCourt
Can there be a finding of oppression and mismanagement on the basis of articles of association of the company or should there be acts of oppression by the management? CJI Bobde asks.
It should come out of the acts of management, Salve responds.
#SupremeCourt
TATA v MISTRY
Hearing concludes for the day.
Salve says he will need an hour more while Dr Singhvi says he will take at least 2 hours.
Shyam Divan says he will take a day
#Supremecourtofindia #tatasons
@RNTata2000 @tatatrusts
Hearing concludes for the day.
Salve says he will need an hour more while Dr Singhvi says he will take at least 2 hours.
Shyam Divan says he will take a day
#Supremecourtofindia #tatasons
@RNTata2000 @tatatrusts
TATA v MISTRY
CJI Bobde says we would not like to "mismanage" this case and cause 'oppression" as lawyers laugh.
Hearing to continue tomorrow.
@RNTata2000 @tatatrusts
#SupremeCourt #tatasons
CJI Bobde says we would not like to "mismanage" this case and cause 'oppression" as lawyers laugh.
Hearing to continue tomorrow.
@RNTata2000 @tatatrusts
#SupremeCourt #tatasons
[Tata v. Mistry] NCLAT order vested control of Tata companies with minority shareholder: Harish Salve - Read all about the hearing from Supreme Court here
@TataCompanies @tatatrusts #SupremeCourt @RNTata2000 #harishsalve
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@TataCompanies @tatatrusts #SupremeCourt @RNTata2000 #harishsalve
barandbench.com/news/litigatio…
[TATA v. MISTRY] Five arguments by Harish Salve against reinstatement of Cyrus Mistry as Tata Sons Chairperson.
@tatatrusts @TataCompanies @RNTata2000
#SupremeCourt #harishsalve
barandbench.com/news/litigatio…
@tatatrusts @TataCompanies @RNTata2000
#SupremeCourt #harishsalve
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