NCLAT reinstates Cyrus Mistry as Tata Sons chairman

A little over three years after Cyrus Mistry was removed as chairman of Tata Sons, the flagship holding company of the salt-to-software business house, a ray of hope has emerged for the Tata group’s former chairman.

In a surprising and significant verdict delivered on Wednesday, the National Company Law Appellate Tribunal (NCLAT) held that Mistry’s removal as Tata Sons chairman in October 2016 was illegal, and directed that he be reinstated as executive chairman. In fact, the NCLAT held the proceedings of the board meeting in October 2016 to be illegal in its entirety. The NCLAT passed this judgment in response to a petition filed by Mistry and a couple of his family firms against an earlier NCLT order that had upheld his removal.

Mistry is the son of Pallonji Mistry, the patriarch of the Shapoorji Pallonji Group, which is the single largest shareholder of Tata Sons with an 18.4% stake in the company, which is the principal promoter of various group companies like Tata Steel, Tata Motors, Tata Consultancy Services (TCS), Indian Hotels Co., and others. In 2016, Mistry was removed as Tata Sons chairman on the grounds that he had lost the trust of the company’s promoters, the Tata Trusts, which is a clutch of philanthropic trusts that collectively own around 66% in Tata Sons.

Mistry was handpicked by Ratan Tata as his successor to take over the mantle of running India’s largest business group after he demitted office in 2012. However, the relationship between the two soured after Mistry took certain decisions to shutter some non-remunerative businesses and not honour certain commitments made by Tata in the interest of turning around the struggling businesses of the group. It was alleged that Mistry was deliberately trying to tamper with his illustrious predecessor’s legacy. As a fallout of this corporate battle, arguably the most bruising India Inc. has ever seen, some issues of corporate governance lapses also surfaced, including alleged wrongdoings at AirAsia India, a joint venture between Tata Sons and Malaysia’s AirAsia; and the group’s telecom business’ dealings with serial entrepreneur C. Sivasankaran.

Mistry had challenged his removal—in which Tata Trusts chairman and former Tata Sons chairman Ratan Tata had played a key role—on the grounds that it was illegal. He also sculpted his defence as a crusade against alleged mismanagement of the $110-billion business empire and oppression of minority shareholders.

The NCLAT has also set aside a move by the Tata Sons to convert itself from a public limited to a private limited company. This would have limited the Shapoorji Pallonji group’s ability to sell its stake in the company to anyone it chose to and could have forced it to sell its shares back to the Tata Trusts. However, the NCLAT imposed a stay of four weeks on the implementation of its order, presumably to give time to the Tata group to challenge its decision in the Supreme Court. The apex court will be on a break from December 19, 2019, on account of winter vacation and resume operations on January 2, 2020.

The NCLAT’s order raises several questions, to which there are no clear answers at present. Well-known chartered accountant Shailesh Haribhakti on Wednesday, following the NCLAT order, told CNBC-TV18 that the Tata group stares at a “managerial black hole.” The appellate tribunal’s order holding Mistry’s removal as chairman also means that the appointment of N. Chandrasekaran, current Tata Sons chairman who succeeded Mistry, is illegal. This, therefore, puts a question mark on all the decisions Chandrasekaran, former TCS managing director, has taken during his tenure as the group’s boss. It is also unclear if Chandrasekaran has any locus standi to take decisions on behalf of the group in this stay period of four weeks.

In a letter written to employees after the NCLAT order came out, Chandra, as the Tata Sons chairman is popularly known as, stated that the group would pursue “appropriate legal recourse” as it firmly believed in the merit of its case.

“I was asked to take on the role and responsibilities of executive chairman in February 2017. Since then , our efforts have been primarily focussed on: restoring stability and moving decisively towards a healthier financial position; conducting our businesses with the highest ethical standards, which the group has been known for, for over 150 years; honouring our commitments to all stakeholders and resolving outstanding issues; driving growth and transforming our businesses for the future,” Chandra wrote in the letter. “Going forward, I assure you that we have set ourselves on a course that will make the Tata Group stronger and more vibrant than its ever been before.”

J.N. Gupta, founder of proxy advisory firm Stakeholders Empowerment Services, told Fortune India that the NCLAT verdict was “unexpected.”

“The judgment needs to be read carefully. But prima facie, one can always agree and accept that the procedure for Mistry’s removal as chairman was wrong. But the remedy doesn’t lie in reinstating him as chairman because Tata Sons can always follow due process and remove him again,” said Gupta, a former executive director of the Securities and Exchange Board of India. “Though the interests of minority shareholders should be protected, there also can’t be a case where the minority usurps the rights of the majority.”