Mumbai, Dec. 22: The National Company Law Tribunal (NCLT) today did not grant any interim relief in a petition filed by two family-owned companies of Cyrus Mistry for alleged bad practices, oppression and mismanagement in Tata Sons, the holding company of the Tata group.
A division bench of the NCLT comprising B.S.V Prasad Kumar and V. Nallasenapathy will now hear the petition filed by Cyrus Investments and Sterling Investments Corporation on January 31 and February 1, 2017.
The bench asked Cyrus Pallonji Mistry (who is the Respondent No.11 in the petition) to file a reply to the petition within a week from today.
It also directed Tata Sons and other respondents to file a reply within 15 days after Mistry files a reply.
"The NCLT today did not grant any interim reliefs in the company petition. The parties have been directed to file replies and rejoinders in a fixed time table in January, 2017. The court also ordered the petitioner not to seek any further interim reliefs. Tata Sons believes that the petition is not maintainable in law and the court will hear Tata Sons on this issue at the outset at the next hearing,'' a statement from Tata Sons said.
The petitioner companies have been directed to file a rejoinder a fortnight thereafter. The bench also ordered that no new interim relief will be allowed in any court or forum until the matter is disposed of by the NCLT.
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.
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 has a 66 per cent stake.
The petitioners sought interim relief which include a direction to Tata Sons that Mistry should not be removed from its board until the petition is heard and disposed of, there should not be any issue of securities which result in dilution of the 18 per cent stake held by the Mistry family and that the articles of association (AoA) should not be amended.
The petitioner's lawyer also sought an interim relief to restrain Ratan Tata from attending any board meetings of Tata Sons or interfering in the affairs of Tata Sons.
The other prayers in the petition included superseding the board of Tata Sons and appointing an administrator to control its affairs. As an alternative, the petition sought to appoint a retired Supreme court judge as a non-executive chairman of Tata Sons to appoint new independent directors.
Arguing on behalf of the petitioners, A. Sundaram, senior counsel, told the NCLT that a forensic audit conducted by Deloitte was scheduled to be placed at the Tata Sons board meeting on October 24 and that Mistry also wanted to propose a framework of governance.
Instead, Mistry was removed as the chairman without any reasons being provided and that the removal or replacement was not on the agenda of the board meeting.
The proceedings saw the bench asking the petitioner's lawyer to show proof for the allegations made in the petition against Tata Sons and Ratan Tata.
"It is not only the reputation of the Tatas, but also of the country,'' a member of the tribunal said.
Senior counsel Abhishek Singhvi, appearing for Tata Sons, termed the allegations baseless and said he would file a reply to the petition whenever the NCLT directs him.
Senior counsel Janak Dwarkadas, appearing for Mistry, said he would respond to the petition within the time frame given by the tribunal.
The petition claims Tata Sons had made a veiled threat in a special notice under Section 169 of the companies act (to remove directors) to the extent that if Tata operating companies and non-promoting directors do not support the removal of Mistry as director, these companies would no longer have the right to use the "Tata" brand name.