Millennium Post

Mistry voted out as director by Tata Sons shareholders

Ousted Tata Sons chairman Cyrus Mistry's last link with the Tata Group in an executive capacity was on Monday snapped, with the shareholders of the company voting in favour of his removal as director with "requisite majority".

"The shareholders of Tata Sons Ltd, at the extraordinary general meeting held today, passed, with the requisite majority, a resolution to remove Cyrus P Mistry as a Director of Tata Sons Ltd," the Tata Group's holding firm said in a statement.

The development also meant that for the first time in 10 years the Shapoorji Pallonji family, which owns 18.5 per cent stake in Tata Sons, will have no representation on the board.

Mistry joined the board in 2006, two years after his father Pallonji Shapoorji Mistry stepped down from the directorship. The senior Mistry was on the board of Tata Sons since 1980 although the family has been a stakeholder since 1965.

Last month, Tata Sons had called an extraordinary general meeting (EGM) to remove Mistry from its board.
However, Mistry had legally challenged the move.

Last week, the National Company Law Appellate Tribunal (NCLAT) had dismissed petitions by two investment firms, backed by Mistry family, against holding the EGM.

The Mistry camp had moved NCLAT after the Mumbai bench of National Company Law Tribunal (NCLT) had on January 31 refused to grant any relief.

Tata Sons had abruptly removed Mistry as its Chairman on October 24 last year and sought his ouster from operating companies like Tata Motors and TCS. Mistry subsequently resigned from the board of six companies, but dragged Tata Sons and his interim successor Ratan Tata to NCLT.

After the board meeting of October 24, 2016, Tata Sons had resolved that Mistry shall, notwithstanding his ceasing to be the Chairman, continue as a Director of the company.

But his conduct thereafter in levelling "unsubstantiated" allegations and causing "enormous harm" to the Tata Group had made his continuation as a Director of Tata Sons "untenable" and therefore, he should be removed, Tata Sons had said in a notice seeking extraordinary general meeting on February 6.

Meanwhile, the Bombay High Court on Monday adjourned to March 7 hearing on a suit filed by four minority shareholders of three Tata Group companies seeking to restrain the promoters from voting at extraordinary general meetings on a resolution to remove industrialist Nusli Wadia as independent director.

The matter was listed on board but did not reach for hearing. Justice S J Kathawala adjourned it till March 7.
The high court had on December 16 last year directed Tata Steel, Tata Chemicals and Tata Motors to keep one post of independent director vacant until further orders.

Janak Mathuradas, Yogesh Mathuradas, Chanda Mathuradas and Pramila Mathuradas, the minority shareholders, had prayed to the court to restrain the promoters from voting at the EGMs that sought to remove Wadia following the ouster of group chairman Cyrus Mistry.
However, the high court did not grant stay, and Wadia was subsequently voted out at EGMs.

The plaintiffs also challenged a rule in the Companies Act which allows promoters to vote on a resolution seeking removal of independent directors.
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