Tata Sons case: MCA moves NCLAT to clear ‘taint’ on conduct

The ministry of corporate affairs (MCA) on Monday moved the National Company Law Appellate Tribunal (NCLAT) seeking modifications in its order relating to the Tata Sons-Cyrus Mistry case that appears to project RoC Mumbai’s conduct in negative light.

The MCA has sought removal of the word “illegal” and other aspersions with respect to the conversion of Tata Sons from a public limited company to a private company.
“The petition filed by RoC was mentioned on Monday before NCLAT, which has directed to list the matter on January 2, 2020 for arguments and order,” Sanjay Shorey, the director of legal prosecution at the MCA, said.

The RoC has also urged to implead as party in the matter.

It has requested the NCLAT to delete the aspersion made regarding any hurried help accorded by RoC, Mumbai, to Tata Sons except what was statutorily required.

“…to carry out the requisite amendment in paragraphs…, of the judgment dated December 18, 2019, to correctly reflect the conduct of RoC Mumbai as not being illegal and being as per the provisions of the Companies Act along with the rules,” the petition filed by the RoC said.

In its December 18 verdict, the NCLAT had directed the reinstatement of ousted Cyrus Mistry as chairman of Tata Sons in October 2016.

The RoC has said that since the NCLAT did not grant any stay on NCLT order of July 9, 2018, the RoC Mumbai acted in a bonafide manner in converting the status of Tata Sons.

“RoC Mumbai acted in a bonafide manner based on due application of mind on the applicability of Section 43(2A) of Companies Act, 1956, which section was in force till its repealing on 30/01/2019 and applicable to Tata Sons Ltd, being a “deemed public company with characteristics of a private company” and further declare that provisions of Section 14 of Companies Act, 2013 are not applicable in the instant case as no alterations are required to be made in the Articles of Association of Tata Sons Ltd for reversion of the company to the status of a “private limited company”, the petition stated.

“The decision of the Registrar of Companies changing the company (Tata Sons Limited) from ‘public company’ to ‘private company’ is declared illegal and set aside. The company shall be recorded as ‘public company’. The ‘Registrar of Companies’ will make correction in its record showing the company as ‘public company’,” the NCLAT had ruled on December 18.

The NCLAT said that the action taken by the RoC to allow the firm to become a private company was against the provisions of the Companies Act, 2013, and prejudicial and oppressive to the minority member.

“The company (Tata Sons) shall be recorded as ‘public company’. The RoC will make correction in its record showing the company as ‘public company’,” said the NCLAT bench headed by justice SJ Mukhopadhyay.