NCLT says Mistry family firms’ plaint against Tata Sons not maintainable
07 Mar 2017
The National Company Law Tribunal (NCLT) has ruled that the firms controlled by ousted Tata Sons' chairman Cyrus Mistry and his family are not qualified to file a petition alleging mismanagement of Tata Sons Ltd and oppression of minority shareholders.
The NCLT on Monday said the Mistry family firms did not fulfill eligibility criteria for approaching the tribunal and that the petition filed by Cyrus Mistry's family firms, claiming that Tata Sons was oppressing minority shareholders was not 'maintainable'.
According to the NCLT, the Mistry family firms did not fulfill the eligibility criteria of owning the minimum required 10 per cent of the issued share capital of the company for approaching the tribunal.
The ruling comes as a setback for Mistry, who was ousted unceremoniously from the chairmanship of Tata Sons on 24 October 2016.
''The petitioners have failed to convince the court that the application is maintainable,'' BSV Prakash Kumar, presiding member of NCLT, said.
The NCLT will, today, hear fresh arguments by Mistry's lawyers seeking waiver of this requirement. The law provides that if the petitioner is not eligible to approach the tribunal, it can seek for waiver.
Tata Sons lawyers have already, in an earlier reply, opposed the Mistry family firms' move saying a waiver should not be granted at this late stage since Mistry's original petition had not sought one.
To seek relief for oppression, the petitioner needs to comprise ''not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is lower. Otherwise, according to section 244 of the Companies Act, the petitioner must be a member or members holding not less than one-tenth of the issued share capital of the company.
Tata Sons had pointed out that while Cyrus Investments and Sterling Investment Corporation hold 18.4 per cent of the ordinary shares of the company, they hold just 2.17 per cent of the issued share capital even if preference shares are considered. Hence, they are not eligible to seek relief for oppression.
Mistry's lawyers had argued that equity shareholders were a different class of shareholders from preference shareholders and that Mistry's firms have met the one-tenth requirement if only equity shares are considered.