Business Economy


Tata Group likely to be involved in protracted legal battle

Mumbai, Sep 18 (UNI) Sharply divergent legal positions taken by Tata Trusts headed by Chairman Noel Tata, who remains opposed to any stock exchange listing of the holding company Tata Sons vis-a-vis the board members of Tata Sons who have backed an initial public offering (IPO), as well as the reappointment of its chairman N Chandrasekharan, have made a protracted legal battle practically inevitable, sources said.
Tata Trusts, which collectively own close to 66pc of Tata Sons has called the Tata Sons board resolution of September 17 to give N Chandrasekaran another five-year term after his current tenure ends, as “illegal” and a “legal nullity”.
Tata Trusts Chairman Noel Tata has argued that the Articles of Association of Tata Sons require that a majority of the nominee directors of Tata Trusts to support the appointment or reappointment of a Tata Sons chairman.
The development has set the stage for a legal battle over the interpretation of the Articles of Association of Tata Sons, sources said.
The next phase of the battle will be the forthcoming Tata Sons annual general meeting (AGM), when the Tata Trusts nominee directors are likely to argue that since Tata Trusts collectively own close to a 66pc stake in Tata Sons, they are at liberty to accept of reject the proposals made by the board of Tata Sons, including the reappointment of Chandrasekaran or the decision to list Tata Sons on the stock exchange.
However, there is uncertainty regarding how an AGM could be held, especially given the fact that an earlier AGM, which was scheduled for August 18, could not be conducted because of a lack of quorum.
As per the Articles of Association of Tata Sons, at least five members have to be personally present at the AGM and the quorum has to include an authorised representative jointly nominated by the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT), which are part Tata Trusts, the majority shareholding entity headed by its Chairman Noel Tata.
According to sources, there is a possibility that the next Tata Sons AGM too may meet the same fate as that of the earlier Tata Sons AGM, which was scheduled for August 18.
The August 18 AGM could not be held because the Charity Commissioner’s order in May restricted the Sir Dorabji Tata Trust (SDTT) from conducting its board proceedings.
Without a Sir Dorabji Tata Trust (SDTT) board meeting, Tata Trusts, which is headed by its Chairman Noel Tata, would not be able to make the joint nomination required for the next Tata Sons AGM quorum as well, sources said.
The next AGM will depend on what decision the Charity Commissioner will take regarding the Sir Dorabji Tata Trust (SDTT), which is part of the Tata Trusts family.
If the Charity Commissioner’s decision goes against the Sir Dorabji Tata Trust (SDTT), there is a possibility that Tata Trusts nominee directors may not be able to attend the next AGM of Tata Sons.
The future of Tata Sons will depend on what happens at its next AGM, the Chandrasekaran succession battle and the RBI-driven pressure to list Tata Sons on the stock market, which will be opposed tooth and nail by Tata Trusts Chairman Noel Tata.
Yet, despite Tata Trusts being the majority shareholder of Tata Sons, Tata Trusts Chairman Noel Tata would still find himself handicapped at the next Tata Sons AGM, as long as the quorum issue involving the Sir Dorabji Tata Trust (SDTT) remains unresolved, since that would mean that Tata Trusts nominee shareholders will not be able to attend the AGM and exercise their influence as majority shareholders.
As things stand, besides the RBI pressure to list Tata Sons on the stock exchange, the Charity Commissioner’s stand regarding the Sir Dorabji Tata Trust (SDTT) has emerged as Tata Trusts Chairman’s biggest headache, sources said.
In the meantime, decision-making processes regarding long-pending group-wide strategic priorities and crucial decisions regarding capital allocation, restructuring underperforming unlisted ventures and finalising a unified approach towards regulatory mandates may get delayed due to the ongoing battle between the Tata Sons board and the Tata Trusts majority shareholders, sources said. UNI BA SAS
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