- (1.) The petitioners are the family Companies of Mr. Cyrus Mistry (R11), they mentioned Contempt Application alleging that the contesting Respondents willfully disobeyed the orders dated 22.12.2016 of this Bench by R14, R17, and R20, in their capacity as Trustees - JRD Tata Trust, Tata Education Trust, Tata Social Welfare Trust holding 13.66% in Tata Sons Ltd. (R1) by issuing a requisition notice u/s. 169 of the Companies Act 2013 on 3rd January 2017, on which, R2-10, 12 and 23 at the behest of R1, though being parties to the CP, issued a notice on 5th January 2017 to hold Extra Ordinary General Meeting (EGM) on 6th February 2017 to get an approval for removal of R11 from the office of Director of the company with immediate effect annexing an Explanatory Statement with a disclosure of background that R11 was on 24th October 2016 replaced as Executive Chairman with a further resolution to continue him as Director of the Company. The Explanatory Statement further says that Mr. Cyrus Mistry (R11) since subsequent to his removal as Chairman of R1 made unsubstantiated allegations casting aspersions not only on R1 as a whole but also made internal communications public, which are marked as confidential causing enormous harm to the Tata Group, its stake holders, including employees and shareholders, causing significant erosion in the market value of the Tata Group companies which has consequently resulted in harm to Tata Sons Limited (R1) and indirectly losses to its shareholders. And the Board is also of the opinion that the integrity of the Board proceedings is being jeopardized by Mr. Mistry's continuation as a Director and the confidentiality of the Board decisions and proceedings cannot be ensured as the documents presented to the Board have been leaked and made public in a distorted and untruthful manner. This statement further mentions that at the EGM, pursuant to Section 169 (4) of the Companies Act 2013, the Director being sought to be removed has a right to make representation to the shareholders in the manner stated therein.
(2.) Now the case of these petitioners is that the spokesperson (name has not been mentioned) for the Tata Group has spoken to the Media on 21.12.2016 (that is before mentioning date of the CP, i.e., 22.12.2016), inter alia, representing that the Respondents had no intention to remove R11 from the Board and even marked that excerpt as Exhibit to this CA as if it is evidence to decide the relief sought in this Application. Had News Papers become evidence, the petitioners should not forget that almost all newspapers minced no words to say that interim reliefs sought on 22.12.2016 were not granted by NCLT. Of course, this Bench will neither take the newspaper cutting the petitioners made as Exhibit nor the news saying that interim reliefs rejected to R11 as material or inputs to arrive to a determination over this application.
(3.) In Para-h of this Application it has been mentioned that R14, 17, 20 having categorically agreed that they will not initiate action over this subject matter pending disposal of the company cannot cause such notice to be issued. This bench will answer this point later. As to EGM notice and its contents, it has already been enumerated in the first Para of this order itself.;