RTI Reply Says TATA Sons & TCS Violated Companies Act While Sacking Cyrus Mistry

The dramatic sacking of Cyrus Mistry as chairman and director of Tata Sons and TCS violated provisions of Companies Act, RBI rules and more importantly, Tatas’ own articles of association, RoC, Mumbai said in an RTI reply, a charge that the Tatas have vehemently denied.

Citing the NCLT order of August, which dismissed Mistry’s petition challenging his removal, Tata Sons said all the requisite processes under the Companies Act were followed in removing Mistry as the group chairman and also from the board of group crown jewel Tata Consultancy Services (TCS).

“The respective board of directors acted as per the provision of the Companies Act as well as in compliance of the articles of association of the company. This was subsequently approved by both the shareholders of Tata Sons and TCS the NCLT has also confirmed that the process followed for removal of Mistry was valid and accordance with law,” a Tata Sons spokesman told.

The statement further said, “All requisite processes were followed in line with the Companies Act in case of Mistry’s removal from the board of TCS as also as the chairman of TCS and Tata Sons.”

The denial by the Tatas comes after PTI reported earlier in the day quoting an RTI (right to information) reply from Uday Khomane, the assistant registrar of companies (RoC), Mumbai to the Shapoorji Pallonji Mistry Group.

The Tatas also denied a reference in the RTI reply that said repeated reminders from the RoC did not elicit the desired response from the Tatas in getting all the documentary evidence for their action of sacking Mistry.

“Neither TCS nor Tata Sons had received any communication from the RoC, Mumbai, regarding any non-compliance of their demand in this regard,” the statement from Tatas said.

The Shapoorji Pallonji Mistry Group, which owns 18.4 per cent in Tata Sons, had filed an RTI query with the Mumbai RoC on August 31, and the reply was given on October 3, 2018.

The RTI reply said the way Mistry was removed from the chairmanship of Tats Sons and also as the director of TCS, violated the relevant legal provisions under the Companies Act, 2013; the Reserve Bank rules governing NBFCs; and more importantly the rule 118 of the articles of association (AoA) of Tata Sons, the parent of the diversified Tata group, which is registered as an NBFC with the monetary authority.

PTI has seen a copy of the RTI reply from RoC which is based on the assessment of the documents furnished by the Tatas in the aftermath of the boardroom coup on October 24, 2016 dismissing Mistry as the group chairman.

The report offers an internal view of the RoC, which interestingly is totally opposite of the view taken by the National Company Law Tribunal (NCLT), Mumbai in August, when it dismissed the Mistry petition challenging his dismissal.