MUMBAI: Tata Sons on Tuesday delivered its own legal blow on ousted chairman Cyrus Mistry, by slapping a notice on him for alleged breach of confidentiality. The holding company of the Tata Group, which has been taken to court by Mistry for his ouster, stated that Mistry had made the breach and broken fiduciary responsibility to Tata Sons shareholders by attaching sensitive company documents to his petition filed at the National Company Law Tribunal “without any requirement to do so”.
Terming the move a “reckless failure” in discharging of “fiduciary, legal and contractual duties” by Mistry, Tata Sons in the notice served through law firm Shardul Amarchand Mangaldas, said the Mistry family firms had “deliberately included in petition, as exhibits, confidential data, business strategies, financial information pertaining to the business affairs of Tata Sons Ltd, Tata Group Companies and Joint ventures (all such material being ‘Confidential & Sensitive Information’).”
“By passing on Confidential & Sensitive Information accessed by you in your capacity as a Director of Tata Sons to companies owned and controlled by your family... you have acted in complete violation of your confidentiality undertaking to Tata Sons, your fiduciary duties towards Tata Sons and your obligations under the Tata Code of Conduct,” it said, adding that this “reckless” act had opened up Tata Sons to potential claims from third parties for breach of confidentiality and added that it will make him liable for all such claims.
The notice has taken the form of a “cease and desist” notice, with Tata Sons stating that it intends to exercise all legal rights and pursue all remedies available under law and asked Mistry to stop sharing confidential and sensitive information. It also demanded that any document or parts which are unrelated to his petition before NCLT be suitably redacted.
The petition said his actions and omissions were an act of mismanagement. “Such deliberate acts and omissions on your part, clearly establishes the fact that contrary to all your claims, you are no well-wisher of Tata Sons and the Tata Group Companies. The lack of JN Tata ethos in your conduct, which you espouse often, is obvious,” it said.
Mistry last week moved the NCLT seeking to restrain Ratan Tata, who was made interim chairman after his ouster, from attending board meetings and appoint an administrator to manage Tata Sons.