BackNCLAT dismisses RoC’s plea to modify ruling in Mistry case
RoC in its plea had clarified that it had only discharged its statutory duties and did not side with any partyRoC asked NCLAT to delete ‘illegal’ and ‘with the help of the RoC’, ‘to correctly reflect RoC’s conduct as not being illegal’
PremiumMUMBAI : The National Company Law Appellate Tribunal (NCLAT) on Monday dismissed a review petition filed by the Registrar of Companies (RoC) seeking amendments to its 18 December judgement on the Tata-Mistry dispute.
“No ground is made out to amend the judgment dated 18th December, 2019, in absence of any factual or legal error apparent on the body of the aforesaid judgement," the NCLAT bench said.
In its earlier judgement, the appeals court had said that the RoC’s decision to convert Tata Sons Ltd from a public company to a private entity was “illegal". Therefore, Tata Sons’ reversal of status to a public company following the NCLAT judgement stands.
RoC, which functions under the corporate affairs ministry, had requested the court in its review petition to delete the terms “illegal" and “with the help of the RoC", which were used by NCLAT in its 172-page judgement, “...to correctly reflect the conduct of RoC, Mumbai, as not being illegal".
RoC further sought directions from NCLAT for amendment in certain portions “...to delete the aspersions made regarding any hurried help accorded by the Registrar of Companies, Mumbai, to Tata Sons Ltd, except what was statutorily required to be done".
Sanjay Shourey, director, legal prosecution, ministry of corporate affairs, said that while the NCLAT did not amend its judgement, it clarified and helped remove its apprehensions.
“NCLAT clarified in its judgement it had not cast any aspersions on the conduct of RoC, to that affect our apprehensions on the judgement have successfully been addressed," Shourey said over the phone.
RoC in its plea had clarified that it had only discharged its statutory duties and did not side with any party. However, a senior corporate affairs ministry official, seeking anonymity, said: “RoC will move a separate plea in the Supreme Court for adjudication on whether the conversion of Tata Sons from public to private was in accordance with applicable laws or not."
Soon after Mistry’s ouster as the chairman of Tata Sons, in September 2017, majority shareholders of the company gave their nod to change its status from public to private, to ensure that all future decisions could be taken with just the board’s nod, bypassing shareholders, including Mistry’s family firms—Cyrus Investments Pvt. Ltd and Sterling Investments Pvt. Ltd, which own an 18.4% stake in Tata Sons.
RoC cited that at the time of its conversion of Tata Sons into a private company, the said provision empowering the RoC was still in force.
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