Divan on second article wrt powers of the board. He argues that apart from statute, the management has to be by board as required to b exercised by Act and Articles.
Divan now refers to third article on managing director and full-time director
Divan cites annexure based on the appointment of Chairman. He argues that there is an express black letter provision saying "if you wish to remove the chairman, you must follow the same process of appointment." This article has been breached in the removal of Cyrus Mistry.
Shyam divan now argues on Articles of Association and refers to note 1 he had earlier forwarded to the Bench.
The reason we argue this is due to consistency of management of board.
My final point is, the relief sought wrt proportionate representation applying to listed company is consistent with the Compaines Act. Sec 163 and Sec. 242 which deals with alteration of articles.
There are detailed finding of fact reported by NCLAT which have to be sustained.
The status of Tata Sons as a controlling entity is very important because actions they have placed in the board and conduct impact minority shareholders, group entities, employees of other group companies as well
"Next point is on the long good faith relationship Between 2 groups developed over decades. It developed in the context of a specific statutory framework operated between 1964 and 2000 which restricted the activities of public trust." he argued.
Other than this, lack of integrity or honesty in dealings is much broader than siphoning of money.
A fiduciary cannot delegate his duty as to allegiance wrt company alone.
Fourth, once director is appointed, her duty is to the company. The manner of her appointment is irrelevant.
"There has been a breach of Articles, misuse of the articles and violations of essential understanding of these two groups. " Shyam Divan argues