Tata-Mistry case: No certainty on Article 75 action
The big question that hovers in the air is whether the Tatas will trigger Article 75 of its Articles of Association and force the Mistry camp to sell its minority stake in the holding company. Under this proviso, the 28 equity shareholders of Tata Sons simply need to pass a special resolution directing the two Shapoorji Pallonji group entities — Cyrus Investments Pvt. Ltd. and Sterling Investment Corporate Pvt. Ltd — to transfer the shares they hold to any of its existing members.
It is not certain that Tata Sons will convene such a meeting.
During the proceedings before the apex court last year, counsel for Tata Sons had said the company would not invoke the power of compulsory purchase under Article 75. But later that year, senior counsel Harish Salve had said the Tata group could consider buying the Mistry stake at a fair value.
Last October, the Mistry camp had valued its 18.37 per cent stake at a little over Rs 1.78 lakh crore as part of a severance plan. The SP Group was prepared to accept shares of an equivalent value in the operational firms of the Tata group, including TCS, its most profitable entity. The Tatas, however, have computed the value of the SP group’s stake between Rs 70,000-80,000 crore, sources say. If they trigger Article 75, the Tatas will have to order an independent valuation of the group’s holding company, which could erupt into another messy legal battle. The other option would be to let the debt-laden SP Group sweat a little.
The Mistry camp has no representative on the board of Tata Sons any longer and there is little likelihood of getting one. The apex court verdict clearly establishes that a board position doesn’t automatically come up with its 18.37 per cent stake.
The Mistry side had tried to pledge the stake with a Canadian financier last year in exchange for funds to deal with their debt problems and were stymied by the Tatas. A pledge is no longer a conceivable option. With no say in the running of the group holding company, the SP group can only look forward to an annual dividend payout. This could become a sore point if Tata Sons chooses to pare or even skip dividends for a few years. There is a flip side to this: a freeze on dividends will hurt the Tata Trusts which use the money to fund the charitable causes they support.
The court has left it to the two parties to the suit to decide on the way forward: an Article 75 option is on the table but the two sides could also decide to work out a deal. But it may take a while because the rancour between the two sides has been far too great. Negotiations can only begin when some of that animus dies down.