Tatas move Supreme Court, seek stay on Mistry judgment

Two weeks after the National Company Law Appellate Tribunal (NCLAT) ordered the Tata group to reinstate Cyrus Mistry as executive chairman, the group on Thursday filed a petition in the Supreme Court seeking a stay on the order.

“The restoring of Cyrus Mistry has undermined corporate democracy and rights of the board of directors,” Tata Sons said in its filing before the apex court.

The appellate tribunal’s direction of reinstating Mistry “has created confusion in the working of important corporate entities, some of which are listed companies”, Tata Sons said.

Earlier, while giving its order, the NCLAT had stayed Mistry’s reinstatement for four weeks, allowing the Tatas time to file an appeal. The appellate tribunal had declared the appointment of former Tata Consultancy Services head N. Chandrasekaran as the Tata group’s executive chairman and the conversion of Tata Sons from a public limited company to private limited company as “illegal”. The order had threatened to bring the conglomerate’s operations to a standstill, as there was little clarity if the current head could function in his official capacity and take important decisions.

Mistry, who was the sixth chairman (2012-2016) of the Tata group, was ousted following a boardroom battle on October 24, 2016. Later, Mistry, through two family-run firms—Cyrus Investments and Sterling Investment Corp.—moved the National Company Law Tribunal (NCLT) in Mumbai against Tata Sons.

The Tata group petition argued that the tribunal had overlooked key facts and that it had been influenced by factually wrong filings while issuing its order.

Tata Sons in its filing also said the respondents had specifically pleaded before the NCLT that they were not seeking the reinstatement of Mistry. The tenure of Mistry as the chairman and director of Tata Sons expired in March 2017, which was the reason for the respondents not seeking a reinstatement, it added.

“Besides a direction to continue as a functionary beyond the term would be contrary to the articles and the established principles of the Company Law and the NCLAT would lack the jurisdiction to grant any such relief,” the petition said.

In its appeal filed through law firm Karanjawala & Co., Tata Sons also stated that by reinstating Mistry as executive chairman of Tata Sons for the “rest of the tenure” (which ended in March 2017) grants reliefs which were not prayed for.

In its filing, Tata Sons also stated another “serious error” was finding that Tata Sons continued as a ‘public company’ even after the change of law and a further finding that the action of the Registrar of Companies, Mumbai, taking on record this change was illegal.