RoC can move SC on Mistry order: NCLAT

The National Company Law Appellate Tribunal on Friday reserved for orders and stated that it indended no aspersions towards the Registrar of Companies (RoC).

A bench headed by Justice S J Mukhopadhaya said that please go to the Supreme Court if you have issues with its findings.

“Our findings are not final, Supreme Court’s findings would be final.” the bench said.

Ministry of Corporate Affairs (MCA) said that they were duty bound to change the status of the company.

“We have only discharged our statutory duties. We don’t side with party A or B.” It said in its order. "In defending its conversion of Tata Sons into a private company, the RoC has cited a provision of the earlier Companies Act, 1956 which permitted a deemed public company to get itself converted into a private company once the company made an application to the RoC and without requiring a tribunal approval. The RoC has 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. While the RoC aims to get the adverse remarks passed by the NCLAT expunged by using these arguments, the RoCs stance is also likely to strengthen Tata’s arguments that the conversion from public to private company was in accordance with applicable law and not illegal. Since the conversion could, in any event, not have been undertaken without shareholder approval, the conversion bolstered shareholder’s rights in so far as it gave effect to the decision of the shareholders on the manner in which the company is to be governed, " said Vaibhav Kakkar, Partner, L&L partners to Mint.

The bench also observed that it seems that the RoC is appearing for a particular company and reteriated that the bench has not made any personal aspersions.

The RoC Mumbai, which functions under the MCA had moved the National Company Law Appellate Tribunal on 23 December seeking certain modification in its 18 December order.

In the application, the RoC has sought to be included as a party in the ongoing matter. They have also sought amendments in certain parts of the judgment “...to correctly reflect the conduct of the Registrar of Companies, Mumbai as not being illegal.”

The RoC has further asked directions from the appellate tribunal 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.”