00:00But what's the other side? What's the defense of Noel Tata and Tata Trust? Well, the man most likely to
00:05appear for them in that case is senior lawyer, parliamentarian, Congress leader Abhishek Manu Singhvi now joins us. Good to
00:14have you, Dr. Singhvi, on the show.
00:16I've been reading the tweets that you've been putting out on this issue. It seems that you are largely or
00:23your client is likely to rely on legacy because you seem to suggest that rupturing the over 100 years of
00:30Tata Trust and Tata Sons established hyphenated relationship, divorcing one from the other seems unthinkable.
00:37So, in a way, you're relying on the legacy of Tata Trust and its relationship with Tata Sons in defense
00:46of Noel Tata.
00:48Rajdeep, that would be a truncated, abbreviated and somewhat distorted version of our case because when one relies on legacy,
00:56this is a very special case where one relies on legacy along with specific articles, both of which are overthrown
01:03by the board of Tata Sons.
01:05So, let me explain. Forget the legacy for a minute, though it's vital and important. There is a direct article
01:11that has nothing to do with legacy. It's cold hard law, one to one, which makes it clear that without
01:19the affirmative vote of a majority of the Tata Trust nominees, nothing can even be discussed or taken up at
01:27the board.
01:27Now, remember, the red herring in this is the fact of the casting vote, nothing to do with that. The
01:33matter doesn't come to the board, it doesn't get taken up by the board, it doesn't get discussed by the
01:37board, if a majority of the Trust nominees differ.
01:41A majority of two is two because it has to be more than one and more than one makes two.
01:49Mr. Noel Tata is one of the two who differed. That's it. Within the intratrust nominees, there has to be
01:58a veto which is recognized ironically by the Supreme Court in clear, clear words in 219.
02:04This very veto, this very affirmative vote was challenged as oppressive by Mr. Cyrus Mistry. In the happier days, we
02:13were both on the same side and we argued.
02:16And we argued successfully. Yes, give me a second, please. That intrat219, it holds that there is no oppression or
02:24wrong with an affirmative vote veto.
02:26Now, today, when one person, which constitutes the majority, which, I mean, the majority did not agree to the vote
02:37being led at the board, there is no question about discussing, there is no question about discussing the question of
02:42casting vote doesn't arise.
02:43The casting vote is for the overall board, not for the intratata nominees. And secondly, and secondly, this is a
02:50remarkable onslaught on a fundamental principle, which even you as a commonsensical person without being a lawyer will understand, the
02:57primacy of shareholder owner rights.
02:58A 66% shareholder owner is nullified, is made an outcast, is made a pariah in a board, which becomes
03:07a runaway board without a shareholder owner.
03:12And this is directly decided in the Supreme Court.
03:14So, effectively, you're saying that this, no, no, one minute, one minute, sir. No, no, you're effectively saying that this
03:20majority shareholder of Tata Sons effectively has veto rights over decisions taken by the Tata Sons board, almost rendering the
03:28Tata Sons board redundant.
03:29Now, there will be those who will say therefore, which is why the RBI comes in, the RBI has asked
03:36for Tata Sons to be listed, right?
03:38Once you're a publicly listed company, can Tata Trust, because of its majority shareholding, being with Noel Tata, effectively veto
03:46decisions taken by this publicly listed company and it's more of that trust?
03:50So, let me answer that. First of all, I'm not saying it. Article 121 is saying it. Secondly, Article 121
03:56in terms specifically is upheld as valid and non-oppressive by the Supreme Court in Para 219. Nobody cares to
04:03read it.
04:03Third, the listing issue is a red herring. Listing is a rejection by the RBI of the application of Tata
04:11Sons by the very same persons who are running Tata Sons.
04:14Tata Sons applied saying, don't list us. Why? Because in the last few years, we have repaid 20,000 crores,
04:22mark the figure. And therefore, we are not dependent on public funds. That application of Tata Sons is rejected a
04:29month ago, after two years.
04:32Today, that application will, in the fullness of time, be decided either by a challenge to the court or it
04:39takes a transition of two to three years before you will decide to implement the listing.
04:47The listing of a company doesn't happen immediately. All this becomes irrelevant for the appointment, which is a red herring
04:53because appointment has to be done as per Article 121.
04:56And lastly, but not the least, Rajdeep, we have forgotten Article 118, which provides a detailed procedure of a majority
05:03of the trustees being on the selection committee of five persons.
05:06No selection committee has selected the chairman.
05:11You can catch that full interview, of course, on India Today Digital.
05:15...
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