Relief for Tata Group; SC sets aside NCLAT order restoring Cyrus Mistry as executive chairman

Allowing an appeal by the Tata Group, the Supreme Court on Friday set aside a December 2019 NCLAT order which had restored Cyrus Mistry as the executive chairman of the over USD 100 billion salt-to-software Tata conglomerate.

Cross-appeals were filed by Tata Sons Pvt Ltd and Cyrus Investments Pvt Ltd against the National Company Law Appellate Tribunal order.

The Supreme Court bench headed by Chief Justice S A Bobde and comprising Justices A S Bopanna and V Ramasubramanian, had on December 17 last year reserved the verdict in the matter.

Mistry family owned Shapoorji Pallonji (SP) Group, the biggest minority shareholder in the Tata Group outside of the majority shareholder, Tata Sons, had told the top court on December 17 that the removal of Cyrus Mistry as the chairman of Tata Sons in a board meeting held in October 2016 was akin to a “blood sport” and “ambush” and was in complete violation of principles of corporate governance and pervasive violation of Articles of Association in the process.

Tata Group, on other hand, had vehemently opposed the allegations and said there was no wrongdoing and the board was well within its right to remove Mistry as the chairman.

On January 10 last year, the apex court had granted relief to Tata group by staying the NCLAT order by which Mistry was restored as the executive chairman of the conglomerate. In September, the top court had restrained the Shapoorji Pallonji (SP) group and Cyrus Mistry from pledging or transferring their shares in Tata Sons Pvt Ltd (TSPL).

On December 18, 2019, the NCLAT had restored Cyrus Mistry as the executive chairman of Tata Sons after he was removed from the post in October 2016.

In its 2017 judgment, the NCLT had, however, upheld Mistry’s removal as Executive Chairman and Director and had observed that just because the board of Tata Sons had held a board meeting at short notice or included the item agenda (that removed Mistry from his post at the top) at the last minute, it could not be termed as a fraud.

Mistry was the sixth chairman of Tata Sons and had taken over in 2012 after Ratan Tata. Mistry was ousted as Tata Sons chairman on October 24, 2016, and was also removed subsequently as a director on the board of the holding company on February 6, 2017.

With PTI inputs