Tata vs Mistry case: The Supreme Court on Friday stayed the National Company Law Appellate Tribunal's (NCLAT) order reinstating Cyrus Mistry as executive chairman of Tata Group. The top court noted that the tribunal "seems to have committed errors in adjudicating and seems to lack powers to pass the directions that it has."
The SC added that it is also looking at the judicial attitude with which the NCLAT gave its verdict in the case on December 18 and "find that it is sorely lacking".
Tata Sons Private Ltd (TSPL) had last week moved the SC against NCLAT's order, saying the judgement "undermined corporate democracy" and the "rights" of its board of directors.
SC's website on Tuesday (January 7) showed the appeal to be listed before a three-judge bench of Chief Justice S A Bobde and Justices B R Gavai and Surya Kant.
"Restoring Cyrus Mistry to the position as Chairman has undermined corporate democracy and the rights of the board of directors," Tata Sons had said in its filing.
"The NCLAT has, in one stroke of the pen, pulled down the governance and corporate structure of the appellant (Tata Sons) so painstakingly put together by its founders, in the spirit of trusteeship and responsibility, in the course of last one century," it added.
TSPL has challenged the December 18, 2019 decision of the NCLAT that gave a big relief to Cyrus Investment Pvt Ltd and Mistry, restoring him as the executive chairman of TSPL. The NCLAT also ruled that the appointment of N Chandrasekaran as head of the holding company of the $110-billion salt-to-software conglomerate was illegal.
While the petition is pending in the apex court, Mistry came out with a statement on Sunday saying that he is not interested in returning to the Tata Group and the decision was made in the interest of the Group, whose interests are far more important than the interests of any individual.
"To dispel the misinformation campaign being conducted, I intend to make it clear that despite the NCLAT order in my favour, I will not be pursuing the executive chairmanship of Tata Sons, or directorship of TCS, Tata Teleservices or Tata Industries," Mistry said.
"I will however vigorously pursue all options to protect our rights as a minority shareholder, including that of resuming the thirty-year history of a seat at the Board of Tata Sons and the incorporation of the highest standards of corporate governance and transparency at Tata Sons," he added.
In the last three years, both in conduct and in their statements to the world at large, Tata Group's leadership has shown scant respect for the rights of minority shareholders, Mistry said, adding that it is time the Group's management introspects and reflects on its conduct as it embarks on future actions.
"I am humbled by the NCLAT order, which after review of the enormous material on record, recognized the illegal manner in which I was removed and the oppressive and prejudicial conduct of Mr Tata and other Trustees," he said.
TSPL, formerly known as Tata Sons Limited, in its petition, has sought "setting aside of the impugned judgment in toto" of NCLAT, alleging it was "completely inconsistent with the annals of corporate law" and reflected "non-appreciation of facts", which was "untenable in law".
NCLAT held that the group's chairman emeritus Ratan Tata's actions against Mistry were oppressive and the appointment of a new chairman was illegal.
It, however, stayed the operation of its order with respect to Mistry's reinstatement for four weeks to allow TSPL to file an appeal in the top court.
In its appeal, filed through Karanjawala & Co, TSPL sought a stay on NCLAT's verdict as an interim relief.
"In other words, far from putting an end to the alleged acts complained of, the judgment (of the NCLAT) has sown the seeds for a never-ending discord and conflict between the shareholders of the appellant (TSPL), creating a recipe for an unmitigated disaster," it said.
The plea raised questions of law and said the order restoring Mistry to his "original position" as the executive chairman of TSPL for the "rest of the tenure" was illegal as his tenure "stood extinguished in March 2017".
The plea termed "illegal" NCLAT's declaration that Chandrasekaran's appointment as the chairman of TSPL was wrong and claimed he was appointed "in accordance with the articles and duly approved by the board and shareholders".
It alleged the NCLAT granted reliefs to Mistry which were not even sought.
"Respondent nos 1 (Cyrus Investment Pvt Ltd) and 2 specifically pleaded before the NCLAT that they are not seeking reinstatement of Mistry. The tenure of Mistry as the chairman and director of Tata Sons expired in March 2017 and thus, for good reason, the respondents did not seek such reinstatement," the plea said.
"Mistry was replaced as the chairman of Tata Sons on October 24, 2016, by the majority of its board of directors (all directors voted in favour of the replacement, except one who abstained from voting and the remaining one was Mistry himself) for loss of confidence and the impugned judgment, by restoring Mistry to the position as chairman, has undermined corporate democracy and rights of the board of directors," the plea said.
It said Mistry was removed following the procedure applicable to corporate appointments, as envisaged in law.
The plea alleged it was nobody's case that Mistry's removal had resulted in any serious prejudice being caused to the working of Tata Sons and it "violated law or any contract".
Mistry, scion of the wealthy Shapoorji Pallonji family, had in December 2012 succeeded Ratan Tata as the executive chairman of Tata Sons, a post that also made him the head of all Tata Group-listed firms such as Tata Power and Tata Motors.
The NCLAT directed Tata Sons to not take any action against Mistry, whose family owned some 18 per cent interest in the company. The remaining 81 per cent is held by Tata Trusts and Tata Group companies, along with members of the Tata family.