NCLAT allows Mistry cos to file oppression plea against Tata Sons

Mumbai: In a setback to Tata Sons, the National Company Appellate Law Tribunal (NCLAT) has given investment firms linked to Cyrus Mistry a waiver on the 10% minority shareholding limit required to file a complaint of oppression and mismanagement against the group’s holding company.

However, NCLAT has also rejected an appeal by Mistry firms challenging dismissal of their complaint of oppression and mismanagement on grounds of maintainability and sent it back to the Mumbai tribunal for a hearing. The ruling is a setback for Tata Sons since it means that the tribunal in Mumbai will now have to hear the main oppression complaint against the Tata group holding company in three months.

The petition by the two companies was filed last December about two months after Tata Sons removed Mistry as executive chairman. The complaint was that the Tata group holding company had allegedly acted against interest of minority shareholders, its own interest and against public interest. The termination formed one of the 11 acts of oppression mentioned in the petition. The others included investment in Corus, running loss-making Tata Nano, and the AirAsia deal.

The NCLT bench in Mumbai had held that the Mistry firms were disqualified from filing the plea against Tata Sons as they lacked a necessary 10% issued equity shareholding in the $103-billion Tata group. It had declined their waiver plea. Waiver can be granted only in rare and compelling situation, the NCLT had said.

The appellate body NCLAT has held that to qualify for such a plea, as argued by Tata Sons, section 244 of the Companies Act 2013 requires minority shareholders to have 10% of issued share capital, which includes preference shares and not just equity. But the appellate tribunal bench headed by former Supreme Court judge S J Mukhopadhaya accepted a plea for a waiver on the qualifying condition.

The reasoning was that given the shareholding of the company, only Ratan Tata and one more person, Narotam Sekhsaria, former founder of Gujarat Ambuja Cements who is a preference shareholder, can bring a petition of oppression and mismanagement against Tata Sons. “The applicants hold shares which constitute 1/6th of the market value of the company. Therefore, it is an exceptional case which requires hearing.” Signifi- cantly, NCLAT also held that a “civil court is not an alternative remedy”.

A Tata Sons spokesperson reacted to the NCLAT judgment saying, “Tata Sons has taken note of the order of the NCLAT and will examine it. We strongly believe that allegations made by the petitioners are without basis & incorrect. Tata Sons will continue to defend its position at all appropriate legal forums.”

Cyrus Mistry’s office said in a statement, “The NCLAT ruling is a welcome vindication of what we have stood for and the values for which we are pursuing the petition against oppression and mismanagement of Tata Sons Ltd.’’

With the NCLAT order now the battle will be back before the Mumbai bench of NCLT again. But against an order of the NCLAT, the matter can still be taken in appeal to Supreme Court by either side.

THE TITAN

The man who placed India on the international map

JRD was a nationalist as well as an internationalist,” recalls F.C. Kohli, founder and first CEO of Tata Consultancy Services. “That is why he agreed to be on the board of Air India even after it was nationalised. He was a great human being, and encouraged the staff to aim higher each time.” When Kohli asked JRD’s permission to shift the TCS office to the Air India building in 1971, his first response was whether the software company, then a fledgling firm, could afford it. “I promised him we would find our own resources, and we did,’’ says Kohli, 92, who still has an office in the iconic building in Mumbai’s Nariman Point. Kohli says that had the government not nationalised Air India, it would have been ranked amongst the top aviation companies in the world, thanks to JRD’s vision.

Apart from Air India and TCS, JRD steered the group into new avenues that included Tata Motors, Titan Industries, Tata Tea and Voltas. From the 14 enterprises he inherited, he built an empire comprising 95 companies by the time he retired in 1988, taking the business of the Tata Group from $100 million, when he took over, to over $5 billion. Under his guidance as a trustee, the Sir Dorabji Tata Trust established Asia’s first cancer hospital, the Tata Memorial Centre, in Bombay in 1941. JRD also founded the Tata Institute of Social Sciences, the Tata Institute of Fundamental Research and the National Centre for Performing Arts. He was also a founding member of the National Council of Applied Economic Research.

OZ FALL TO KULDEEP TRICKERY

Spinner Takes A Hat-trick, Kohli Slams 92 As India Go 2-0 Up In Series

Indian wrist spinners once again came to the party to help India beat Australia by 50 runs in the second ODI at the Eden Gardens here on Thursday . It was not a perfect show by Virat Kohli's brigade and his boys as they were bowled out for 252 after electing to bat first on winning the toss. But Kuldeep Yadav (3-54) and Yuzvendra Chahal (2-34) ran through the Aussie middle-order to send them crashing for 202.

Kuldeep, became the third Indian, after Chetan Sharma and Kapil Dev, to record a ODI hat-trick when he dismissed Matthew Wade, Ashton Agar and Pat Cummins in the 33rd over of the Australian innings to virtually seal the visitors' fate. It was also the second ODI hat-trick at Eden Gardens after Kapil achieved the feat in 1991 against Sri Lanka. The 22year-old Kuldeep showed plenty of resilience to comeback and claim the wickets after being forced out of the attack by Glenn Maxwell, who hit him for two consecutive sixes in his first spell. However, it was Bhuvi, who gave India the right start by removing both the Australian openers -Hilton Cartwright and David Warner with a superb demonstration of swing bowling. Reduced to 92 inside five overs, Australia recovered through a 76-run stand for the third-wicket between Travis Head and skipper Steve Smith before the former hit a Chahal full toss straight to Manish Pandey at mid-wicket.


Smith, who looked determined to make his 100th ODI memorable, played a lone hand before mistiming an intended pull off Hardik Pandya and Ravindra Jadeja, substituting for the injured Kedar Jadhav, timed his dive to perfection at deep mid-wicket to hold a fine catch. Smith perished for a well-made 76-ball 59 that included eight hits to the boundary . After Chahal ended Maxwell's cameo by having him stumped brilliantly by Dhoni, it was Kuldeep's turn to hog the limelight. Wade was bamboozled by the wrist spinner and dragged the ball on to his stumps. Ashton Agar, playing in place of Adam Zampa, missed the drift on Kuldeep's next delivery and was caught plumb in front of the stumps, while Pat Cummins was foxed by the hat-trick ball --a googly which he edged to Dhoni to.


Earlier, Kohli led from the front and Ajinkya Rahane too got back among runs after failing in his last two innings. After losing his opening partner Rohit Sharma early , Rahane shared a 102-run partnership off 111 balls for the second wicket with his skipper to set a solid foundation for the Indian innings. Both the batsmen played some glorious cover drives, scoring almost at runa-ball, to push the Aussies on to the back foot. Rahane was unfortunately run-out after hesitatating while going for a second run and was beaten by Cartwright throw from the boundary line. Rahane's 64ball 55 included seven fours.


But the Indian innings lost the momentum when they lost Kedar Jadhav, Kohli and Dhoni for 18 runs. Just when the India skipper was looking good for his 31st ODI ton, he got an inside edge on to his stumps while trying to run an incoming delivery off Nathan Coulter-Nile down to third man.Kohli fell for 92 that came off 107 with the help of eight fours.


Pandya couldn't fire despite being caught off a no-ball and India were bowled out for 252 with the tailenders managing only 16 runs off the last 15 balls of the innings that was held up for 18 minutes by a passing shower.

TN schools to have yoga classes from next month: CM

TN schools to have yoga classes from next month: CM

All schools across Tamil Nadu will soon have yoga classes included in the curriculum for improving the physical and mental health of students, said chief minister Edappadi K Palaniswami on Thursday.

This was one of the many announcements he made at Madras University where appointment orders for 2,315 teachers for government and corporation-run high schools and 58 special education teachers for students with special needs across government high schools were distributed. Online counselling for the same was conducted on September 19 by the Tamil Nadu Teacher Recruitment Board (TRB).

Education minister K A Sengottaiyan said the recruitment process earlier took up to 7 months, but online counselling helped finish it in 30 days. This time, however, it lasted 40 days as a section of teachers approached the court. The yoga classes would come into force from next month, he added.

Sengottaiyan said 412 government free coaching centres will be set up by monthend to help students crack competitive exams. Teachers selected from various states will be trained for 3 weeks.Training for teachers will al so be conducted through video conferencing, he said.

In a bid to ensure that students develop interest in art and Tamil tradition, a students' art festival will be held this year for the first time featuring 150 varieties of cultural activities from across schools, said the minister.

Schools that have innovative teaching practices will be recognised as model schools and four such schools will be identified in each district and given awards. A total of `60 crore is being allocated to set up smart classrooms. The first phase will involve setting up of a smart classroom across 3,000 schools at a cost of `2 lakh each.

CHRONICLE OF A DEATH RETOLD

CHRONICLE OF A DEATH RETOLD - They prayed for 75 days and mourned the rest

It isn't unusual for 36-year-old autorick shaw driver S J Sasiku mar to see ambulances zoom past his stand on Greams Road. But exactly a year ago, the shrill siren of the ambulance and two SUVs that tailed the emergency vehicle kindled his curiosity .

He saw former chief minister J Jayalalithaa, motionless on a stretcher, being wheeled into the hospital.

In the next 10 minutes, everything in the neighbourhood changed. Several hundred policemen were posted on the narrow lane and all 37 autorickshaw drivers were asked to vacate the area.They weren't allowed to return until everything was over, 75 days later. “Each of us lost at least `800 a day. Our earnings came from ferrying patients to and from the hospital. We had no alternate autorickshaw stand and were not allowed to park in other stands in the area,“ Sasikumar recounted.

The road was barricaded, yet thousands of AIADMK wo rke r s t h ro n g e d t h e streets. Journalists and photographers stood outside the gates to record every medical bulletin, catch a glimpse of the CM's associates and to get a byte out of state and national leaders.

Inside the hospi tal, the staff, including doctors, had to show their identity cards, and patients had to produce app o i n tme n t details. They also had to walk the nearly half-a-kilometre stretch to the hospital as no vehicle was allowed to enter the lane for the first few days. For residents too there was a regular check. “We had to show Aadhaar or voter cards to return home,“ said C V Raman of Ambedkar Nagar. The otherwise bustling roadside eateries did not serve anything beyond breakfast for several weeks. “Breakfast business was not affected be cause roads weren't crowded at that time. But by lunch though there were hun dreds of people and none of them ate at our shops. Food, which includ ed biryani, was sponF sored by AI ADMK men,“ recalled P Mu thuraj, who has been run ning an eatery for more than 25 years. In November, with the news of the CM's recovery the scenes outside were of celebration. Partymen distributed sweets, thanksgiving pujas were conducted and the atmosphere of gloom of more than month seemed to dissipate.

It was at this time, 48-year old R Alli's kuzhi paniyaram business thrived, and she made `2,000 every day . “I am not an AIADMK member but I liked `Amma'. Most of my family members are beneficiaries of the state health insurance scheme. I did pray for her recovery ,“ she said.

Like her, autorickshaw driver G Sukumar believed prayers would help Jayalalithaa recover. He ferried partymen and patients to and from the hospital for free. “Instead of the fare, I asked each of them to pray for ` Amma'. I thought if she recovers, she would take care of me and the state,“ he said.

Many party workers kept a ceaseless vigil hoping their leader, who fought bitter political enemies, would fight her illness too. But that was not to be.

On Thursday , a year later, Sukumar looks visibly stressed, unable to recover from the losses he incurred, he runs a roadside garment shop. For some, his financial instability could seem to be a reflection of the state of flux Tamil Nadu is in.

Actor car rams parapet, cops book him for drunk driving

Police have recommended the suspension of Kol lywood actor Jai's driving li cence after he rammed his Au di against the parapet wall of the Adyar flyover under the influence of alcohol early on Thursday morning.

Police said Jai, 32, was returning home after attending a party hosted by his friend and actor Premji Gangai Amaren at a star hotel on Nungambakkam High Road. Jai lost control of his car when he took a turn leading to LB Road and drove into the parapet wall. Passersby alerted traffic police, who made him take a breathalyser test, which showed alcohol content above the permissible limit. “Luckily , there was not much vehicular movement at the time and nobody was injured. The car's headlight was broken,“ said an investigating officer. “His vehicle speed was under control.Otherwise the damage would have been more,“ the officer said.

The actor was taken to the Adyar traffic investigation unit where a case was filed under section 279 of the Indian Penal Code (rash driving or riding on a public way), section 185 of the Motor Vehicles Act (driving by a drunken person or by a person under the influence of drugs) and section 196 of the Motor Vehicles Act (driving uninsured vehicle). He was later let off on bail.

This is the second time Jai has been booked for drunken driving. The actor was detained in April 2014 when he banged his vehicle on the bridge near Kasi theatre while returning from a party . A case was registered and he was let off after paying a fine.

Jai has acted in several films including `Raja Rani', 'Chennai-28' and 'Goa'.

Life’s More Than a Shade of Grey for Darknet Dwellers

India’s growing tribe of darknet hackers are minting bitcoins from assignments such as breaking into email accounts or electronic spying

Bengaluru: Joy D’Souza is a 20-yearold computer science student, freelance website designer and a darknet hacker. Which is to say he operates in an alternative Internet universe where most things are illegal and not easily accessible to commoners. He belongs to a small but growing tribe in India that earns handsome sums from assignments such as breaking into email or Facebook accounts or electronically spying on a rival, somewhat similar to regular black hat or illegal hackers. Several of them are engineering or computer science students or young professionals with day jobs, confident that the encrypted world they operate in won’t give them away.

D’Souza boasts of having hacked into a politician’s computer. “I got paid around 0.20 bitcoins (about $800) for the task,” said D’Souza, using a pseudonym as did the other half a dozen hackers that ET spoke with for this report. “The pricing varies on the level of difficulty and urgency.” The darknet can be accessed by software known as TOR to browse hidden websites anonymously as well as gain access to both legal and illegal services from hackers, among other activities. The TOR network is a group of volunteeroperated servers that allows people to improve their privacy and security on the Internet by separating identification and routing. “You usually have no clue who your hacker is unless you become a regular client and form some kind of trust, but usually we trust no one,” said Rahul Panwar, a 28-year-old darknet hacker with a day job as a consultant for one of India’s largest technology companies.

For simple tasks such as hacking email and Facebook accounts, the hackers charge $100-250 in bitcoins.

For more complicated assignments such as spying into someone’s computer, the rate is $600-700, or upwards if the individual to be spied on is highprofile. For hacking a webserver, the price is about $1,000 in bitcoins.

“And for a targeted attack on a specific user or company, a hacker could charge around $2,000 in bitcoins,” said Sheena Seth, a 35-year- old hacker employed with a startup as a software engineer.

Several of the assignments are born out of personal grudges and emotional distress, seeking in the hackers a last resort. Seema Singh (name changed), a 27-year-old engineer with a Bengaluru startup and a victim of revenge porn, reached out to a darknet hacker to get even with her former lover.

Also approved was a resolution raising the minimum board strength to five from three while the maximum remains at 15. Other resolutions passed include approval to raise as much as .₹ 45,000 crore through non-convertible debentures (NCDs) and the appointment of a chief financial officer. The Tata Trusts, a group of charitable organisations headed by chairman emeritus Ratan Tata, own 66% of Tata Sons, while the Mistry family firms own about 18.4%. The rest is held by Tata group companies and some Tata family members. The Tata Trusts were backed by the family members, including Noel Tata and his mother Simone Tata. Noel Tata, incidentally, is Cyrus Mistry’s brother-in-law. Mistry stayed away from the AGM, but sent two proxies, who opposed most of the resolutions barring those on dividends and the appointment of auditors. “We opposed the ones we thought were not in the interest of minority shareholders,” said a source close to Mistry.

Noel Tata and his children are associated with the Tata operating companies and the support was on expected lines. On the last occasion, the Minoo Tata group had abstained from voting. This time, they gave proxies in favour of the Tata Sons management. Thursday’s Tata Sons annual general meeting was the first under the chairmanship of N Chandrasekaran, who was appointed in February. Mistry has been opposed to Tata Sons becoming a private limited company from a public one, arguing that the move will restrict his family’s rights to transfer or sell shares. Under the Companies Act, 2013, shares of a public limited company are freely transferrable unlike those of private ones, which need board approval before change of hands. The former Tata Sons chairman had even written to the boards of group companies such as Tata Motors, Tata Power, Tata Steel, Tata Chemicals, Tata Global Beverages and Indian Hotels that own shares in the holding company in a bid to persuade them to vote against the proposals.

Tata Sons was incorporated as a private limited company on November 8, 1917, under the Indian Companies Act 1913. Mistry’s family first invested in Tata Sons in 1965. It became a deemed public company with effect from May 1, 1975, because of a change in the Companies Act. Since the Companies Act, 2013, came into effect, Tata Sons had the option to become a private limited company again.

Incidentally, the Shapoorji Pallonji group had also converted two companies — United Motors and SP Finance — from public limited to private. But people close to Mistry said this wasn’t comparable.

“Tata Sons is the largest holding company in India with many operating companies controlled by it,” said one of them. United Motors is over 90% owned by the family and is only a property holding company and SP Finance is a small, internal, nonbanking finance company fully owned by the group, the person said.

Some corporate governance experts said the proposal to become a private limited company is not oppression of minority shareholders as alleged by Mistry. JN Gupta, managing director of Stakeholders Empowerment Services (SES), a proxy advisory firm, said Tata Sons articles of association already restricted the free transfer of shares, which overrides the rules of the Companies Act pertaining to a public limited company. any

Google buys HTC’s Pixel unit for $1.1bn

Alphabet’s Google said it would pay $1.1 billion for the division at Taiwan’s HTC that develops the US firm’s Pixel smartphones — its second major foray into phone hardware after an earlier costly failure.

The all-cash deal will see Google gain 2,000 HTC employees, roughly equivalent to one fifth of the Taiwanese firm’s total workforce. It will also acquire a non-exclusive license for HTC’s intellectual property and the two firms agreed to look at other areas of collaboration in the future.

While Google is not acquiring any manufacturing assets, the transaction underscores a ramping up of its ambitions for Android smartphones at a time when consumer and media atten-

The internet giant had purchased Motorola Mobility for $12.5bn in 2012. As Motorola failed to produce products that could compete with iPhones, it was sold to Lenovo Group for less than $3bn two years later

While Google won’t acquire any manufacturing assets from the latest all-cash deal, it plans to innovate its Android devices to compete with Apple’s iPhone series tion is largely focused on rival Apple.

“Google has found it necessary to have its own hardware team to help bring innovations to Android devices, making them competitive versus the iPhone series,” sa- id Mia Huang, analyst at research firm TrendForce.

The move is part of a broader and still nascent push into hardware that saw Google hire Rick Osterloh, a former Motorola executive, to run its hardware division last year. It also comes ahead of new product launches on October 4 that are expected to include two Pixel phones and a Chromebook. Pixel smartphones, only launched a year ago, have less than 1% market share globally with an estimated 2.8 million shipments, according to research firm IDC.

Google will be aiming not to repeat mistakes made when it purchased Motorola Mobility for $12.5 billion in 2012. It sold it off to China’s Lenovo Group for less than $3 billion two years later after Motorola failed to produce appealing products that could compete with iPhones.

This time around, however, the deal price tag is much smaller and the lack of manufacturing facilities also minimises risk.

Now, Mueller turns lens on Trump’s decisions as prez

HEAT IS ON: Donald Trump

Washington: Robert Mueller III, the special counsel, has asked the White House for documents about some of President Trump’s most scrutinised actions since taking office, including the firing of his national security adviser and FBI director, according to White House officials.

Mueller is also interested in an Oval Office meeting Trump had with Russian officials in which he said the dismissal of then FBI chief James Comey had relieved “great pressure” on him. The requests show that several aspects of Mueller’s inquiry are focused squarely on Trump’s behaviour in the White House.

In recent weeks, Mueller’s office sent a document to the White House that detailed 13 areas in which investigators are seeking information. Since then, administration lawy- ers have been scouring White House emails and asking officials whether they have other documents or notes.

One of the requests about a meeting Trump had in May with the Russian foreign minister, Sergey Lavrov, and the Russian envoy to the US at the time, Sergey Kislyak, where he said that firing Comey relieved “great pressure” on him.

Mueller has also requested documents about the circumstances of the firing of Michael Flynn, who was Trump’s first national security adviser. The retired lieutenant general was fired in Fe- is bruary after it was revealed that he misled Vice President Mike Pence about December phone calls he had with Kislyak. Mueller has also asked for documents about how the White House responded to concerns raised by the justice department that Flynn might be subject to Russian blackmail for misleading Pence about the calls.

Additionally, Mueller has asked for documents about how the White House responded to questions from The Times about a June 2016 meeting at Trump Tower that was set up by Trump Jr to get derogatory information from Russi-