National Company Law Tribunal on Thursday refused to hear the plea for interim relief of Cyrus Investments company pending disposal of a petition filed by family-owned companies of Cyrus Mistry, the ousted Chairman of Tata Sons, alleging bad practices, oppression and mismanagement in the holding company.
A division bench of NCLT comprising B S V Prasad Kumar (Member-Judicial) and V Nallasenapathy (Member-Technical) decided to finally hear the petition filed by Cyrus Investments Pvt Ltd and Sterling Investments Corporation Ltd, on January 31 and February 1 next year, saying it would not consider granting interim relief now or entertain interim proceedings.
The bench asked Respondent no 11, Cyrus Pallonji Mistry, to file a reply to the petition within a week from Thursday.
It also directed Tata Sons and other respondents to file a reply within 15 days, after Mistry files a reply. They have been asked to respond to Mistry’s reply and the petition.
The NCLT directed the petitioner companies to file a rejoinder a fortnight thereafter.
The bench made it clear that instead of hearing the parties on the point of interim relief, it would hear the matter expeditiously and give an order in about a month. With the consent of the parties, it then fixed January 31 and February 1 next year for hearing the matter and deciding expeditiously.
The NCLT also asked the parties to argue first on the maintainability of the petition and then on the merits.
Mistry’s family-owned companies had moved the NCLT under sections 241 and 242 of the Companies Act which deal with relief in case of oppression and powers of the tribunal to act in such cases, respectively.
Mistry, who was removed as the Chairman of Tata Sons, continues to be on the board of the holding company. Mistry’s family holds over 18 per cent in Tata Sons while Tata Trusts headed by Ratan Tata, the newly appointed interim Chairman, has a 66 per cent stake.
The petition, argued by senior counsel A Sundaram, urged the tribunal to direct Tata Sons and its Interim Chairman Ratan Tata not to remove Cyrus Mistry from the board of the holding company and other Tata Group companies until the petition is finally heard and disposed of.
Nusli Wadia removed from Tata Steel Board
Tata Steel on Thursday said its independent director Nusli Wadia has been removed from the company's board, with 90.8 per cent of shareholders present at Thursday's EGM voting in favour of his ouster. In a regulatory filing, the company said out of its total shares of 97.12 crore, 62.54 crore votes were polled, which translate into 64.4 per cent.
"Total vote in favour of the resolution was 56.79 crore, i.e. 90.80 per cent, and total vote against the motion was 5.75 crore, i.e. 9.20 per cent," it said.
"The motion (was) carried in favour of the resolution with overwhelming majority way beyond a special resolution hurdle of 75 per cent, even though this motion was an ordinary resolution requiring simple majority," the company added. The promoter and promoter firms held 30.45 crore shares in the company, of which 29.59 crore voted.
It further said the total number of votes polled by non-promoter shareholders was 32.95 crore, of which 27.20 crore, that is 82.5 per cent, was in favour of the resolution.
The total number of votes polled against the proposal was 5.75 crore, accounting for 17.5 per cent of non-promoters.
The company claimed that even if the promoter votes were excluded, the voting result showed an overwhelming majority (3/4th) in favour of the resolution.
Institutional investors held a total of 42.64 crore shares out of which 31.99 crore, which is 75 per cent, were polled.
As much as 26.39 crore of institutional shares, which is 82.5 per cent, voted in favour of Wadia's removal, Tata Steel said. The share of institutional shares which polled against the resolution was 5.60 crore, that is 17.5 per cent.
As for retail shareholders, the company said that out of a total of 24.02 crore shares, 96.14 lakh voted, with 81.21 lakh (84.4 per cent) in favour and 15 lakh (15.6 per cent) against. "Both institutional and retail voted on a similar pattern with significant majority well beyond the 3/4th majority mark in all categories," the company said.