Tata-Mistry Case: SC Stays NCLAT Order Dismissing RoC Petition

The plea of Registrar of Companies had sought modification of NCLAT’s verdict in the Tata-Cyrus Mistry case.

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File photo of Ratan Tata and Cyrus Mistry. 
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The Supreme Court on Friday, 24 January, stayed the order of appellate tribunal NCLAT, which had dismissed the plea of Registrar of Companies seeking modification of its verdict in the Tata-Cyrus Mistry case.

A bench, comprising Chief Justice SA Bobde and Justices BR Gavai and Surya Kant, agreed to hear the appeal of Tata Sons Pvt Ltd (TSPL) and issued notice to the parties concerned.

The apex court said it would hear the matter along with the main plea filed by Tata Sons against the verdict of National Company Law Appellate Tribunal (NCLAT).

TSPL challenged the 18 December decision of NCLAT, which gave a big relief to Cyrus Investment Pvt Ltd and Mistry, restoring him as the executive chairman of TSPL.

WHAT HAS NCLAT SAID?

NCLAT had ordered the reinstatement of Mistry as the head of Tata Sons, the holding company of $110 billion salt-to-software conglomerate, saying his 2016 sacking was wrong.

It also held that conversion of Tata Sons from a public company to a private one by the RoC was “illegal”.

Subsequently, the RoC, under the Union Corporate Affairs Ministry, had moved a petition seeking deletion of words "illegal" and "with the help of the RoC" on the issue of conversion of Tata Sons into a private company.

Rejecting the prayer for amendment in the judgment, NCLAT observed that the judgment did not cast aspersions on the RoC and said this is a "wrong perception" as no observation has been made against the RoC, Mumbai, nor anything alleged against him.

WHAT HAS SC SAID?

On 10 January, the apex court had stayed the NCLAT order restoring Mistry as executive chairman of the Tata Group, observing that there were "lacunae" in the orders passed by the tribunal.

It also said that the NCLAT decision suffers from “basic errors” and the matter needs to be heard in detail.

While ordering interim stay of the NCLAT order, the bench also said, "You (Cyrus) have been out of the saddle for quite a long time. Does this hurt you now? How does it (stay order) hurt you today?"

The apex court said there was no prayer in the petition for reinstatement of Mistry but the tribunal went ahead with it and ordered that.

The top court had directed that the Tatas will not exercise power under Article 75 of the ‘Articles of Association’ for pushing out shares of minority holders in the company.

The Article empowers the company to, at any time, transfer ordinary shares of any shareholders without following the normal procedure of transfer.

TSPL, formerly known as Tata Sons Limited, had sought setting aside of the NCLAT judgment in toto, alleging it was "completely inconsistent with the annals of corporate law" and reflected "non-appreciation of facts", which was "untenable in law".

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