TTSL moves SC against the NCLAT order to restore Cyrus Mistry as its director

MUMBAI: Tata Teleservices Ltd filed a separate appeal ante el Tribunal Supremo el viernes contra el tribunal de appeal de derecho de sociedades nacional ( NCLAT ) order to restore Cyrus Mistry as its director for the rest of the term.

The direction to reinstate Mistry as its director, given that his tenure would have ‘expired’ in September 2018 has created "confusion in the working" of TTSL, says the appeal . " NCLAT should have been careful enough to examine the consequences of such a sweeping direction given by it upon public perception in the manner of running of the (TTSL)," says the appeal citing it as a reason to set aside the reinstatement order.

" Tata Teleservices Limited was not a party to the proceedings either before the national company law tribunal (NCLT) or the NCLAT " the appeal says. The grievance of the Tata group company is that the NCLAT passed an order of relief to Mistry which he had not even sought and at the same time it has been denied the opportunity to defend the justified, legitimate and lawful removal of Mistry as its director.

The December 18, 2019 NCLAT order has been passed in violation of the principles of Natural justice ," the appeal says. Tata Trusts and Tata Consultancy Services (TCS)too - whose director Mistry has been restored as - have also filed separate appeal s before the SC against the NCLAT judgment.

The NCLAT had set aside the 2016 removal of Mistry as the executive chairperson of Tata Sons and ordered his reinstatement not just as the chairperson but also as the director in three other Tata companies.

The TTSL appeal said while the NCLAT had stayed Mistry reinstatement as executive chairperson for four week—till January 18—his reinstatement as director of Tata Sons and three Tata companies had to be done "forthwith".

The appeal says that neither Mistry nor his family run companies Cyrus Investments and Sterling Investments had sought any orders against TTSL over his removal from the company’s Board.

Mistry was removed by a resolution passed unanimously by shareholders present at the extraordinary general meeting (EGM) of TTSL held on December 14, 2016, says the appeal .

The company says that despite being given an opportunity to make a representation against the resolution Mistry had not done so. Further, for reasons, best known only to himself, Cyrus Mistry chose not to be even present at the EGM… to respond to the resolution for his removal as a director, even though the intimation of the EGM was received by him. He has not challenged the resolution for his removal as director till date before either NCLT or NCLAT.

"A direction to continue a functionary beyond the term would be contrary to the articles of association and the established principles of company law and the NCLAT would lack the jurisdiction to grant any such relief," the appeal adds. "Such a direction will lead to conflict," says the Tata company. Besides, "any extension of the tenure available at the time of initial appointment" would be beyond the NCLAT jurisdiction and would need to be set aside for that reason alone.

The appeal is likely to be mentioned for a hearing next Monday along with appeal s filed by Tata Sons, Ratan Tata and others.