Senior counsel Shyam Divan begins arguments on behalf of Shapoorji Pallonji group.
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TATA v MISTRY [Day 6]
Hearing to resume before Supreme Court in a short while from now.
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#SupremeCourt
Senior counsel Shyam Divan begins arguments on behalf of Shapoorji Pallonji group.
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This case is about corporate governance. We have moved from corporate democracy to a much richer corporate governance under the amended Companies Act: Divan
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The management of company is the board. The most crucial obligation imposed on Director now is that the director is a fiduciary. A fiduciary's allegiance is to the company alone: Divan
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Lack of probity is much broader than financial irregularities.
The long relationship between the two groups developed over decades. It developed in the context of a statutory framework which restricted the role of private trust: Divan.
There was a beach of articles in the removal of Cyrus Mistry: Divan
#tatasons #tatamistry
Management has to be by the board as per the articles and the statute.
Termination of managing director has to be by a resolution. The same process as is followed for appointment has to be followed: Divan
Section 166 is very very important. It lays down duties of Directors.
If you are torn between allegiance to company and allegiance to something else, then you cannot act as a Director: Divan.
Director cannot abdicate or yield on his/her independent judgment. Director may consult or take advice but has to act independently and cannot be compelled or coerced: Divan
Two directors had praised Mistry for his performance as Executive Chairperson four months before his removal. Those two directors did not even file their response explaining their conduct: Divan.
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Supreme Court says it is intending to make certain observations on the procedure to be followed by tribunals. This was in the context of whether plea before NCLAT should have been amended by way of amendment applications or additional affidavits.
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The selection of Tata Sons chairperson is crucial. It affects so many companies and stakeholders across countries and continents: Divan
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Ratan Tata is not subject to the discipline under Section 166 of the Companies Act. He ceased of be board member in December 2012 and did not attended a single board meeting till October 2016: Divan
Shyam Divan reading case laws on corporate governance and fiduciary duties of Director stating how the Companies Act moved from corporate majority to corporate governance.
Divan says TATA Trusts could not vote on its own shares between 1964 and 2000 due to statutory restrictions and it was a public trustee appointed by Central government who could vote on your shares: Divan
That was when Shapoorji Pallonji because of their relationship with Tata became a reliable partner who could vote and that is why Tata sold their shares to SPG. This continued till public trustee mandate was done away with in 2000 and Tata Trusts could vote : Divan
Divan giving history of Shapoorji Pallonji group's relationship with TATA group and how various SP group persons served on board of various Tata group companies.
The relationship is 5 decades old of which 4 was during public trustee regime: Divan
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The relationship was of one utmost trust and good faith. The only thing we asked for was a place on the board which is recognised under Companies Act of 2013: Divan
Hence, the removal of Mistry was illegal, oppressive and against good faith and trust which Tata and Shapoorji Pallonji group shared: Divan
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#SupremeCourt #tatasons
Bench rises for the day. Hearing to continue tomorrow.
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More from Bar & Bench
More from Court
I've decided that I will not be spouting off an uninformed, kneejerk opinion on a topic I don't have enough information about. Instead I shall cast shame on the idiots who do, and bring further confusion to everyone.
We as a people have been defanged not only by being fed wheelbarrows full of raw unmitigated horseshit, but even the knowledge of where to go to find this information has been buried beneath obscuring layers of horseshit thicker than the planet's crust.
We do not live in a democracy, whose vital functions require a freeflow of information much like pure capitalism requires a completely informed consumer populace. We instead live in an oligopoly of knowledge, where important facts we need to know are denied to us and hoarded away
Much like how we do not live under true capitalism as knowledge we need to make informed decisions as consumers is locked away and hidden behind thicc layers of legal documents, denying us knowledge of our rights under the rules of commerce we allegedly agreed to.
This is how we are denied our rights. By denying us knowledge of our rights, and then by denying us pathways to seek said knowledge, and if not removing them then hiding them within websites hosted on fucking geocities servers and javascript written by lowest bidder.
What\u2019s your level of optimism on this election going to the Supreme Court
— Dr. Gulag inmate president elect 69420 (@ViewnComs) December 17, 2020
We as a people have been defanged not only by being fed wheelbarrows full of raw unmitigated horseshit, but even the knowledge of where to go to find this information has been buried beneath obscuring layers of horseshit thicker than the planet's crust.
We do not live in a democracy, whose vital functions require a freeflow of information much like pure capitalism requires a completely informed consumer populace. We instead live in an oligopoly of knowledge, where important facts we need to know are denied to us and hoarded away
Much like how we do not live under true capitalism as knowledge we need to make informed decisions as consumers is locked away and hidden behind thicc layers of legal documents, denying us knowledge of our rights under the rules of commerce we allegedly agreed to.
This is how we are denied our rights. By denying us knowledge of our rights, and then by denying us pathways to seek said knowledge, and if not removing them then hiding them within websites hosted on fucking geocities servers and javascript written by lowest bidder.
