NCLAT Decision Restoring Cyrus Mistry As Executive Chairman Challenged By Tata Sons, Battle Now In SC

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Tata Sons Private Limited (TSPL) moved the Supreme Court , challenging the December 18 decision of the NCLAT restoring Cyrus Mistry as the executive chairman of the group and saying the verdict had “undermined corporate democracy” and the “rights” of its board of directors.

TSPL, formerly known as Tata Sons Limited, has sought “setting aside of the impugned judgment in toto” of the National Company Law Appellate Tribunal (NCLAT), alleging that it was “completely inconsistent with the annals of corporate law” and reflected “non-appreciation of facts”, which was “untenable in law”.

The NCLAT, in a big relief to Mistry and Cyrus Investment Pvt Ltd, had restored the former as the executive chairman of TSPL and ruled that the appointment of N Chandrasekaran as the head of the holding company of the over-USD-110 billion salt-to-software conglomerate was illegal.

It had 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, had 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 has also sought a stay of the 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 impugned judgment allows company appeals and grants the respondent…various reliefs in a manner that is completely inconsistent with the annals of corporate law, reflects non-appreciation of facts and is untenable in law.

“In setting aside the NCLT”s aforesaid judgment without even discussing its findings and reasoning, the impugned judgment has granted reliefs…, which set a dangerous legal precedent, is detrimental to the interests of the appellant (TSPL) and its members…,” it said.

The plea, which is likely to be mentioned for an urgent hearing in the top court on its re-opening on January 6, 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”.

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