The Supreme Court dismissed on Thursday a review petition filed by the Shapoorji Pallonji group of companies – Cyrus Investments Pvt Ltd and Sterling Investments Pvt Ltd – challenging the top court’s order of March 26, 2021. The SC had then, in the dispute between Tata Sons Limited and Cyrus Mistry, ruled in favour of Tata Sons.
The bench of Chief Justice of India N V Ramana, Justices A S Bopanna and V Ramasubramanian also permitted an application filed by Mistry seeking to expunge certain observations made against him. The SC also directed Mistry’s counsels to withdraw improper remarks before granting the relief.
The SC was hearing a review petition filed against its March 2021 judgment, wherein it had set aside the December 2019 order of National Company Law Appellate Tribunal (NCLAT) reinstating Mistry as the chairperson of Tata Sons Limited.
The dispute started after the removal of Mistry as executive chairman of Tata Sons in 2016. Mistry took over as chairman of Tata Sons, in December 2012 and was removed from the post on October 24, 2016, by the majority of the board of directors of the company.
Mistry’s investment companies – Cyrus Investments Pvt Ltd and Sterling Investments Pvt Ltd (which are shareholders of Tata Sons) – filed a petition before the National Company Law Tribunal (NCLT), Mumbai Bench, alleging oppression and mismanagement by Tata Sons.
In July 2018, the NCLT dismissed Mistry’s petition, following which he approached the National Company Law Appellate Tribunal (NCLAT). The NCLAT, on December 18, 2019, overturned the decision of the NCLT and directed that Mistry be reinstated as the chairperson of Tata Sons Limited.
Tata Sons approached the SC, contending that the NCLAT had granted reliefs which were not prayed for by restoring Cyrus Mistry to his ‘original position’ as the executive chairman of Tata Sons and declaring the appointment of N Chandrasekaran the incumbent executive chairman of Tata Sons as illegal. It said that Mistry’s tenure as the chairman and director of Tata Sons expired in March 2017 and the NCLAT’s direction to allow Mistry to continue as a functionary beyond the term would be contrary to the articles of association of the company and the established principles of company law.
The Shapoorji Pallonji firms also filed a cross appeal, contending that the NCLAT had failed to give certain crucial reliefs to Mistry. It was prayed that the Mistry firms be entitled to representation in all committees formed by the board of directors of Tata Sons.
On March 26, 2021, the SC ruled in favour of Tata Sons, against which the Shapoorji Pallonji group filed the present review petition.
Tata Sons was represented by senior counsels Harish Salve and Abhishek Manu Singhvi, briefed by a team from Karanjawala & Co.
Mistry and his investment companies were represented by senior counsels C A Sundaram, Shyam Divan and Somasekhar Sundaresan.
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