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37. According to Appellants, Article 121 A(h) of the Articles requires matters relating to how 1st Respondent Company would vote as a shareholder of the Tata Group Companies to be decided at a meeting of the Board of 1st Respondent Company. The 'Welspun' transaction entailed 'Tata Power' acquiring certain business assets of 'Welspun'. The Articles of Tata Power do not confer any special rights on 1st Respondent Company to pre-approve transactions which were to be entered by the Board of Tata Power. The acquisition of 'Welspun's' business by Tata Power per se did not require any shareholder approval. Since Tata Power was required to raise debt for the 'Welspun' transaction, shareholder approval was required and sought. The 1st Respondent Company like any other shareholder could only have voted for or against the proposal.

Company Appeal (AT) Nos. 254 & 268 of 2018

38. According to Appellants, Mr. Cyrus Pallonji Mistry (11th Respondent) was a Director on the Board of Tata Power and owed a fiduciary duty to ensure that the Board of Tata Power takes decisions in the best interests of Tata Power. An 'Executive Chairman' of 1st Respondent Company wears two hats - he is a Director of 1st Respondent Company and a Director on the Board of the Tata Group Companies as a nominee of 1st Respondent Company. As a Director on the Board of the Tata Group Companies, he owes fiduciary duty to all shareholders and not just 'Tata Sons Limited' to ensure that the Board of the Tata Group Company exercises independent judgement and is not influenced by the views solely of its promoter and principal shareholder. Yet, in the case of Welspun, although the Trustee Nominee Directors had approved the transaction, once Mr. Ratan N. Tata (2nd Respondent) objected, they wanted to change their view, revise the minutes, took instructions on what the minutes may contain, and even left the Board meeting of 1st Respondent Company mid-course to take instructions on how to act in the Board meeting. The foregoing actions demonstrates how the majority shareholders are a Super Board and ignore well laid and statutorily recognized principles of law with regard to management of a company. This attitude was made further apparent and the situation was compounded by the stealthy and illegal removal of Mr. Cyrus Pallonji Mistry (11th Respondent), first as 'Executive Chairman' of 1st Respondent Company, and then as a Director of various Tata Group Companies and finally as a Director of 1st Respondent Company Appeal (AT) Nos. 254 & 268 of 2018 Company itself. The chronology of events set out in the Annexure would show that these exclusionary actions were taken because Mr. Cyrus Pallonji Mistry (11th Respondent) insisted that 1st Respondent Company and the Tata Group Companies are run in a professional manner without interference from shareholders and bringing into place a clear demarcated system of corporate governance. Conversion of Public Limited Company to Private Limited Company

95. The following lapses of Mr. Cyrus Pallonji Mistry (11 th Respondent) have been pointed out by learned counsel for Mr. Nitin Nohria (7th Respondent):

a) A serious lapse of governance was witnessed in the context of the acquisition of 'Welspun Renewables Energy Limited' by 'Tata Power Renewable Energy Limited', a subsidiary of the 'Tata Power Company Limited' ('Welspun Acquisition'). This was a major acquisition and the purchase consideration for the transaction was estimated to be approximately in excess of USD 1 billion. The concern of 1 st Respondent (Tata Sons) arose from the high level of debt in Tata Company Appeal (AT) Nos. 254 & 268 of 2018 Power of Rs.40,000 crores and the non-resolution of the tariff issue of its Mundra Project. As a promoter of the 'Tata Power Company Limited' ('Tata Power'), 1 st Respondent (Tata Sons) was practically left in the dark about such a significant transaction which was agreed by Tata Power while Mr. Cryus Pallonji Mistry (11 th Respondent) was the Chairman of 'Tata Power'. On 31st May, 2016 a Note on the proposed Welspun Acquisition was Circulated to the directors of 'Tata Sons' that 'Tata Power' (through its subsidiary) was in advanced stages of finalization of the Welspun Acquisition and definitive agreements were to be signed imminently. Soon thereafter, on 12 th June 2016, 'Tata Power' executed definitive documents and announced the Welspun Acquisition. Mr. Cryus Pallonji Mistry (11 th Respondent) claimed that the Note circulated to the directors of 1st Respondent Company ('Tata Sons'), without any discussions or deliberations on the matter in a board meeting of 1st Respondent Company ('Tata Sons'), "appropriately fulfilled all requirements under the Articles", while being aware that the financing structure of Welspun Acquisition would necessitate 'Tata Power' to raise debt, approval for which would be required from the board of directors of 1st Respondent Company ('Tata Sons').

Explanation: the term "Tata Company" used in this article shall, as the context requires, mean each or any of the4 following companies"

Tata Consultancy Services Ltd., Tata Steel limited, Tata Motors Limited, Tata Capital Ltd., Tata Chemicals Ltd., Tata Power Company Ltd., Tata Global Beverages Ltd., The Indian Hotels Company Ltd., Trent Limited, Tata Teleservices (Maharashtra) Limited, Tata Industries Limited, Tata Teleservices Limited, Tata Communications Limited, Titan Company Limited and Infiniti Retail Limited and any other Company in which the Company (or its subsidiaries) holds twenty percent or more of the paid up share capital and whose name is notified in writing to the Company by the Directors nominated under Article 104B".