SC stays NCLAT order dismissing ROC plea in Tata vs Mistry case
NEWDELHI: The Supreme Court on Friday stayed a National Company Law Appellate Tribunal (NCLAT) order that had dismissed a plea by the Registrar of Companies (ROC) seeking amendments to the tribunal’s judgment on the Tata-mistry dispute.
ROC, which functions under the corporate affairs ministry, had requested the NCLAT, in an amendment application, to delete the terms “illegal” and “...to correctly reflect the conduct of ROC, Mumbai, as not being illegal”.
In its judgement on December 18, the appeals court had said that the Roc’s decision to convert Tata Sons Ltd from a public company to a private entity was “illegal”.
On 2 January, the ROC had also argued that it had only discharged its statutory duties and had not sided with any party. It had cited that at the time of its conversion of Tata Sons into a private company, the provision empowering the ROC was still in force. The appellate tribunal had dismissed the review petition on January 6.
The SC also issued notice to ousted Tata group chairman Cyrus Mistry on the Roc’s plea and will hear the matter with the main appeal moved by Tata Sons Pvt. Ltd.
Tata Sons’ plea in the apex court on Friday claimed that the appellate tribunal, while dismissing the Roc’s plea, had assigned “fresh and additional reasons” to support the conclusion reached by it in its December judgement.
“...while on one hand the Impugned Order dismisses Interlocutory Applications filed by ROC purportedly under Section 420 of the 2013 Act on the ground that no case is made out to amend the NCLAT judgement in absence of any factual or legal error in the said judgment, yet, on the other hand the Impugned Order inexplicably and without any justification, assigns additional reasons to support the conclusions arrived by it in the judgement dated 18.12.2019,” the plea read.
“In other words, even while dismissing the Interlocutory Applications, the Impugned Order has sought to improve the reasoning given in the judgement dated 18.12.2019. Such assignment of additional/fresh reasons to support the judgement dated 18.12.2019, against which an appeal has been preferred by the Appellant on 02.01.2019…even while dismissing the Interlocutory Applications constitutes a clear and patent overreach of jurisdiction by Hon’ble NCLAT.”
Soon after Mistry’s ouster as chairman of Tata Sons, in September 2017, majority shareholders of the company gave their nod to change its status from public to private, to ensure that all future decisions could be taken with just the board’s nod, bypassing shareholders, including Mistry’s family firms— Cyrus Investments Pvt. Ltd and Sterling Investments Pvt. Ltd, which own an 18.4% stake in Tata Sons.