New Delhi/Mumbai: India’s Tata Group scored a temporary victory in a corporate feud after the nation’s top court said an ousted chairman can’t return to his old job, a move that promises to reduce the legal distractions threatening to stunt growth at the $111 billion conglomerate.
A three-judge Supreme Court bench on Friday put on hold a lower court verdict last month that ordered Tata Sons Pvt., the group’s holding firm, to reinstate Cyrus Mistry as chairman. On Dec. 18, the National Company Law Appellate Tribunal said Tata Sons illegally removed Mistry as chairman three years ago at the behest of Ratan Tata, 82, calling the action of the chairman-emeritus “oppressive” to minority shareholders.
Chief Justice Sharad Arvind Bobde said during the hearing that the tribunal made “an error” in its judgment and the lower court had no power to order the reinstatement of Mistry as Tata Sons chairman. The top court said it will hear the case in detail later, but didn’t give a date for further proceedings.
The legal wrangling has weighed on the Tata Group — whose businesses span software to trucks and aviation — at a time when its flagship automobile and steel units have been facing challenges from a slump in demand. Crown jewel Jaguar Land Rover, acquired by Tata Motors Ltd. in 2008, is looking for partners to bolster its flagging prospects, while Tata Steel Ltd. is slashing as many 3,000 jobs in Europe.
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The Supreme Court also allowed Tata Sons to remain a privately held firm, making it difficult for minority shareholders — including Mistry’s family — to sell. Tata Sons gave an undertaking not to alter minority investors’ stakes.
“It is a big blow to Cyrus Mistry’s efforts to protect his rights as a minority shareholder of Tata Sons,” said Shriram Subramanian, founder of proxy advisory firm InGovern Research Services Pvt. in Bangalore.
Shares of Tata Motors and Tata Steel extended gains after the stay order issued by the top court. The auto unit jumped as much as 1.5% in Mumbai on Friday, while the alloy maker gained as much as 2.2%.
The lower court’s verdict on Dec. 18 had come as a severe jolt to Tata, threatening to undo his legacy. Under his leadership for 21 years through 2012, the group embarked on an unprecedented expansion, acquiring companies such as JLR and British steelmaker Corus Group Plc., spending more than $15 billion.
Mentor’s Ire
Tata was succeeded by Mistry as chairman in 2012. But the new leader sought to roll back some of his predecessor’s moves in a bid to pare the group’s debt. That invited his mentor’s ire that eventually cost him his job and started the nation’s biggest corporate feud.
In its appeal to the Supreme Court, Tata Sons argued that the lower court’s verdict “will paralyze the management and functioning of Tata Sons and thus, is against the interest of Tata Sons.” Ratan Tata, Tata Trusts — a collective of charities headed by Ratan Tata — and some Tata group companies also filed separate petitions.
Tata Sons has also argued that Mistry’s tenure had already expired and the order to reinstate him created confusion in the working of Tata Group companies and can sow seeds of a longer discord among minority and majority shareholders. Mistry’s family, which runs the Shapoorji Pallonji Group, holds about 18% of Tata Sons.
Mistry was ousted as chairman of Tata Sons in October 2016, about four years after he had taken over the position from Ratan Tata. He turned to the National Company Law Tribunal to overturn his dismissal and following an unfavorable ruling there, appealed in the National Company Law Appellate Tribunal, which gave a verdict in his favor.
While Mistry has said he doesn’t want to return to his old job, he said in a statement on Jan. 5 that he wants his seat back on the board of Tata Sons and that he would fight for the rights of minority shareholders.
In another possible victory to Tata, the Supreme Court also rejected a proposal by Mistry’s lawyers for an interim arrangement to ensure the former chairman or his nominees return to the board of Tata Sons or the group companies.
“Sadly, the Shapoorji Pallonji Group with an 18% shareholding will have no role in the board of Tata Sons and would have to be content with being outside minority shareholders,” InGovern’s Subramanian said.
Tata Sons controls and invests in the group’s major companies and oversees 28 publicly listed firms. The 152-year-old group employs 700,000 people who make cars, blend tea, forge steel, sell insurance, write software, operate phone networks and package salt among much else.
Although Ratan Tata has retired from Tata Sons, he still heads the powerful Tata Trusts, which own 66% of Tata Sons.- Bloomberg
(This story was updated with analyst’s comments.)
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