Can NCLT Adjudicate on Removal of Board Chairman, Asks Tata Lawyer

Mumbai: Tata Sons on Friday launched a frontal attack on its ousted former chairman Cyrus Mistry, saying after his removal from the group he behaved like a "Trojan Horse", and also questioned whether the National Company Law Tribunal can adjudicate upon a board's decision to remove the chairman.

"If you have friends like Cyrus (Mistry), one needs no enemies," Tata group counsel Abhishek Manu Singhvi told the NCLT.

After his removal, Mistry was behaving like a "Trojan Horse", he added.

Mistry's behaviour after his removal was malafide, reckless and unprecedented as he failed in his fiduciary responsibilities as a director on the board of Tata Sons, Singhvi said.

As an example, he cited the detailed reply Mistry sent to the Income Tax department's notice in December 2016 even when he had no compulsion to send it.

"But he did so only with malafide intention to cause trouble for a company which he continued to serve as a director," he said.

There were heated moments during the argument today as Singhvi claimed that Mistry's lawyer Somashekar Sunderashan was trying to bring in points which were never raised in the original pleadings.

Sunderashan took exception and sought permission to correlate his latest submission with the original pleadings.

The tribunal, however, said whether arguments should be confined to the points raised in pleadings was a matter of ethics.

Mistry continued to be a director on the board of Tata Sons for five months after his removal as the chairman on October 24, 2016.

The shareholders voted him out of the board on February 6, 2017.

Wondering whether the NCLT can adjudicate on Mistry's removal by the board which had lost confidence in him, Singhvi argued in fact, Mistry has not yet challenged his removal but is only questioning the process of removal.

Mistry and the Tatas are locked in a bitter legal battle since his ouster from the Tata group.

Two Mistry family firms — Cyrus Investments and Sterling Investments — have moved the NCLT alleging oppression of minority shareholders and mismanagement at the Tata group.