The Ministry of Corporate Affair’s western region director had raised questions on some of the grounds Registrar of Companies (RoC) used to declare that the sacking of Cyrus P Mistry as chairman and director of Tata Sons and Tata Consultancy Services (TCS) violated Companies Act and RBI rules, according to an RTI reply.
In response to a Right to Information (RTI) query filed by Shapoorji Pallonji Mistry Group, which is the single largest shareholder of Tata Sons with 18.4 per cent shareholding, the Ministry of Corporate Affairs last month furnished two letters — a January 25, 2017 letter of the RoC, Mumbai and a February 17, 2017 letter from the Office of the Regional Director, Western Region of the ministry.
Responding to the observation of RoC, Mumbai on the procedural aspects like documents submitted or the signing authority, in removing Mistry as chairman and director of TCS, the Regional Director, Western Region, Ministry of Company Affairs — the senior reporting authority, raised doubts on the efficacy of the findings.
According to the RTI response, the Regional Director (Western Region) asked RoC, Mumbai if a similar standard was followed or prescribed by RoC in all other cases of removal of directors.
It also asked RoC to furnish a list of companies where directors were removed under the Companies Act, 2013 and the details of documents furnished/called for in such cases.
In addition, the Regional Director questioned RoC on whether as per law, many documents which were not annexed to the Form DIR 12 filed by TCS pursuant to the removal of Mistry as director, were mandatorily required to be annexed. If not mandatory, whether RoC can insist on the same, it asked.
As per law, Form No. DIR-12 is to be filed with the Registrar within 30 days of the appointment/removal of a director.
According to the letter furnished in the RTI reply, RoC cited not sending of representation made by Mistry against his sacking to all shareholders but instead making it available for inspection at the company office as a violation of the Companies Act.
