NCLT junks Mistry's plea: All you need to know about the boardroom battle

Ratan Tata and Cyrus Mistry
The National Company Law Tribunal dismissed on Monday a petition by ousted Tata Sons chairman Cyrus Mistry, who had alleged oppression of minority shareholders and mismanagement by Tata Sons. NCLT said it did not find any merit in allegations of mismanagement in Tata group companies.Mistry had taken over as the chairman of the Tata Sons group in 2012 after Ratan Tata announced his retirement. Mistry, who was the sixth chairman of the group, was ousted from the position in October 2016.

In the petition filed under the Companies Act, Mistry had claimed that his removal was due to a result of mismanagement by the board's trustees and oppression of minority shareholders of the group. The legal feud has seen a war of words unprecedented in the Tata Group's 150-year-old history and in the history of corporate India. Both sides have exchanged barbs through defamation suits, hundreds of affidavits and references to past emails and letters.

ALSO READ: Tata-Mistry case: NCLT defers the verdict to July 9 as judgement not ready

Here's everything you need to know about the 18-month-old Tata-Mistry feud 

Mistry firms' allegations against Tata Sons at NCLT
  • Mismanagement at Tata Sons and the oppression of minority shareholders 
  • Corporate governance breakdown and excessive interference by Tata Trusts 
  • Illegal removal of Cyrus Mistry
  • Abuse of Articles of Association 
  • Violation of insider trading norms

Tata Sons' response
  • Mistry's removal not illegal
  • Mistry was acquainted with the affairs of Tata Sons
  • Mistry was quiet about the alleged mismanagement during his tenure as chairman 
  • Allegations against Ratan Tata misconceived  
  • Flawed business decisions do not tantamount to oppression 

Allegations against Ratan Tata
  • The chairman who never retired 
  • It was on the behest and influence of Ratan Tata that Tata Sons' board removed Mistry
  • Tata was seeking to control through abuse and misuse of the Articles of Association
  • Was responsible for aviation misadventure, Nano project and flawed global acquisition strategy 

Ratan Tata's rebuttals
  • It was Mistry who extended Tata an invitation to be chairman emeritus 
  • Mistry actively sought guidance from Tata and his suggestions were not unsolicited 
  • Mistry's removal as a chairman was led by trust deficit among Tata Sons directors 
  • Foreign acquisitions and Tata Sons' investment in the aviation sector was a unanimous decision of the Tata Steel board 

What Mistry family wants NCLT to do
  • Wind up the Tata Sons board and appoint an administrator or a retired SC judge; appoint new independent directors 
  • Restrain the so-called interim chairman from attending any meeting of the board of directors 
  • Direct Tata Sons to not issue any security which could lead to a dilution in the equity capital 
  • Appoint an independent auditor to conduct investigations into the transactions of AirAsia 
  • Restrain Tata Sons from entering businesses, or acquiring any new business, without the consent of the tribunal 
  • Restrain the trustees from interfering in the affairs of Tata Sons and Tata group companies   

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