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Tata vs Cyrus Mistry: Sebi finds no violation of norms at Tata companies

LiveMint logoLiveMint 03-08-2017 Jayshree P. Upadhyay

Mumbai: The Securities and Exchange Board of India (Sebi) has closed its investigation into allegations raised by Cyrus Mistry about violations at various Tata companies, two people with direct knowledge of the matter said.

With this, the regulator has addressed two of the allegations raised by Mistry.

After Mistry was ousted as chairman of the group’s holding company Tata Sons Ltd on 24 October, he wrote to the board alleging corporate governance lapses and mismanagement, insider trading and violations of various Sebi rules at some of the listed Tata companies.

Subsequently, Nusli Wadia a former independent director on the boards of Tata Steel, Tata Motors and Tata Chemical Ltd, wrote to Sebi in January, alleging that four individuals on the boards of the three companies had conflicts of interest and should not have been appointed as independent directors.

Following the allegations, Sebi started a probe pertaining to the alleged compliance violations, insider trading and the role of independent directors.

In January, Sebi ruled that Tata group companies sharing information with chairman emeritus Ratan Tata did not amount to a violation of insider trading norms.

It is now clear that it has also concluded that the allegations aired by Mistry were not lapses in compliance but commercial decisions taken by the companies, the people said on condition of anonymity.

“On the basis of replies and documents provided by the companies, it appears that the allegations primarily question the commercial decisions and the replies of the companies on the same are acceptable,” one of the two persons said.

A Sebi spokesperson and Cyrus Mistry’s office did not respond to an email seeking comment.

In December, Sebi asked Tata Power Co. Ltd, Tata Motors Ltd, Tata Steel Ltd and Indian Hotels Co. Ltd via stock exchanges to reply to the allegations of compliance violations through their audit committees.

“The audit committees submitted their reports to Sebi in April, stating that there is no violation or non-compliance with various provisions of Sebi Act,” said the second person.

“The audit committees of the respective companies have concluded that all applicable corporate governance norms were followed. The respective companies in their annual reports have carried appropriate disclosures that the allegations made by Mr. Mistry were incorrect,” said a spokesperson for Tata Sons in an emailed response.

All the companies have refuted the allegations in their annual reports. This was first reported by The Economic Times on 1 August.

Sebi has sought information from Tata group companies on whether some independent directors on the board of Tata group companies were qualified to become independent directors.

“We... are committed to satisfying the Sebi on any corporate governance queries. All Independent Directors are compliant with all legal requirements of independence,” the spokesperson for Tata Sons wrote in the emailed response.

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