(Repeats story issued late on Tuesday with no changes to text)
* Mistry dismissed as Tata Sons chairman in October
* Has since alleged misconduct, breach of governance
* Tata legal petition vs Mistry claims breach of
* Legal battle could involve several courts, regulators
By Aditi Shah and Promit Mukherjee
NEW DELHI/MUMBAI, Dec 27 As India's biggest
corporate showdown heads from the boardroom to the courtroom and
brings in a Who's Who of the country's legal profession, ousted
Tata Sons chairman Cyrus Mistry vows a multi-layered battle for
governance reforms at the $100 billion conglomerate, people
close to him say.
Mistry, who was dismissed from his post in October and has
since left boards at other Tata group companies, will step up
his legal fight with patriarch Ratan Tata and others and make
his case in any regulatory investigations into the Tata group,
three people familiar with Mistry's strategy said.
Mistry has so far broadly laid out three sets of
allegations: breaches of governance within the Tata group;
misconduct at Tata ventures; and the illegality of his ouster.
"If all of those are put together, it paints a picture - of
mis-governance and misappropriation," said one of those people.
"I think there will be different elements, which will all be
looked at in different forums."
Tata Sons, the holding company with stakes in listed firms
operating in a range of industries, denies Mistry's allegations
and says it has followed the highest standards of corporate
Two lawyers representing Tata said the group is ready to
defend itself and will challenge the merits of any legal action
In his first salvo, Mistry last week filed a petition at the
National Company Law Tribunal (NCLT), a quasi-judicial body that
deals with corporate grievances in India, alleging mismanagement
and shareholder oppression by Tata Sons, and seeking the
replacement of the group's board of directors.
On Tuesday, Tata hit back, filing a legal notice against
Mistry, accusing him of breaching confidentiality rules, and
alleging he shared "confidential data, business strategies,
financial information" related to Tata Sons.
BURDEN OF PROOF
Tata legal advisers say the burden of proof is on Mistry,
who will need to prove his assertions that decisions taken by
Tata Sons were not in the interest of all shareholders, and it
mismanaged group companies' affairs.
"He will first have to substantiate that something wrong
happened and that there were actions intended to oppress him,"
Tata group counsel Mohan Parasaran said before the Tata filing.
Parasaran said Mistry would need to prove that certain
decisions taken by Tata Sons - such as the $12 billion purchase
of steelmaker Corus' assets in Europe or the decision to
continue making the loss-making Nano car - were oppressive to
the interest of minority shareholders in Tata Steel
and Tata Motors.
"Only proving that these were bad decisions does not amount
to anything," Parasaran said. "Broadly, we have a strong legal
Responding to Mistry's petition, the NCLT stopped short of
granting his request to prevent the Tata Group from issuing new
securities that would dilute his stakeholding. It will hear the
petition again on Jan. 31.
Lawyers not involved in the proceedings say the legal battle
could stretch from the Bombay High Court to the Securities
Appellate Tribunal, and even to the Indian Supreme Court.
Corporate grievance cases in India can drag on. A dispute
between the companies of billionaire brothers Mukesh and Anil
Ambani over natural gas supplies lasted for two years and went
all the way up to the Supreme Court.
Both the Tata and Mistry camps have hired some of India's
top legal brains.
"The stage seems set for the next round where courts and
regulators will be involved," said Vaneesa Agrawal, a securities
lawyer at Suvan Law Advisors.
Mistry alleges misconduct in the way some Tata companies
awarded contracts, and fraud at one of its aviation ventures.
He also alleges some trustees of Tata Trusts - charitable
trusts that own two-thirds of Tata Sons - undermined the boards
of Tata Sons and group companies by demanding a say in key
internal matters - in breach of securities rules.
"The make or break will be whether Mistry can prove that the
Trusts used their powers in the interest of their personal
whims," said a Mumbai-based lawyer, who asked not to be named.
(Reporting by Aditi Shah and Promit Mukherjee, with additional
reporting by Abhirup Roy and Euan Rocha in Mumbai and Douglas
Busvine in New Delhi; Editing by Ian Geoghegan)