[BREAKING] Tata v. Mistry: Supreme Court agrees to hear review petition by Pallonji Group in open court; V Ramasubramanian J. dissents

The Supreme Court has agreed to hear in open court the review petition filed by Shapoorji Pallonji Group challenging the top court's March 26 verdict in the dispute between Tata Sons Limited and Cyrus Mistry in which the Court had ruled in favour of Tata..The order was passed by a three-judge Bench of Chief Justice of India NV Ramana and Justices AS Bopanna and V Ramasubramanian. Justice Ramasubramanian dissented."Applications seeking exemption from filing affidavits are allowed. Applications seeking oral hearing of the Review Petitions are allowed," the order passed on February 15 said.The petitions will be heard in open court in March 9, it stated. Justice Ramasubramanian in his dissenting opinion said that the grounds raised in the plea do not fall within the parameters of review."With utmost respect, I regret my inability to agree with the order. I have carefully gone through the Review Petitions and I do not find any valid ground to review the judgment. The grounds raised in the Review Petitions do not fall within the parameters of a review and hence the applications seeking oral hearing deserve to be dismissed," he stated.The Supreme Court in its March 26 judgment had set aside the December 2019 order of National Company Law Appellate Tribunal (NCLAT) which had reinstated Cyrus Mistry as the Chairperson of Tata Sons Limited..The top court had answered all the legal questions involved in the dispute in favour of Tata Sons bringing quietus to the half-decade old legal battle which started in 2016 with the removal of Mistry as Tata Sons Chairman.The Bench of then Chief Justice of India, SA Bobde and Justices AS Bopanna and V Ramasubramanian had allowed the appeal filed by Tata Sons against the NCLAT judgment and dismissed the appeals filed by Mistry and Shapoorji Pallonji Group (SP Group)."We find all the questions of law are liable to be answered in favour of the appellants, Tata Group and the appeals file by the Tata Group are liable to be allowed and Shapoorji Pallonji group is liable to be dismissed," the Court had ruled..The following were the questions formulated by the Supreme Court all of which were answered in favour of Tata Sons.- Whether the formation of opinion by the NCLAT that the company’s affairs have been or are being conducted in a manner prejudicial and oppressive to some members and that the facts justify the winding up of the company on just and equitable grounds is in tune with the well-settled principles and parameters especially in the light of the fact that the findings of the National Company Law Tribunal (NCLT) on facts were not individually and specifically overturned by the NCLAT;- Whether the reliefs granted and directions issued by the NCLAT including the reinstatement of Cyrus Mistry into the Board of Tata Sons and other Tata Companies are in consonance with the pleadings made, reliefs sought and the powers available under Section 242 of Companies Act;.Whether the NCLAT could have in law muted the power of the company under Article 75 of Articles of Association to demand any member to transfer his ordinary shares by simply injuncting the company from exercising such right without setting aside this Article;- Whether characterisation of the tribunal of the affirmative voting rights available under Article 121 to the director nominated by the trust in terms of Article 104B as oppressive and prejudicial is justified especially after the challenge to these Articles have been given up expressly and whether the tribunal could have granted a direction to Ratan Tata and the nominee directors virtually nullifying the effect of these Articles;- Whether the re-conversion of Tata Sons from a public company to a private company requires necessary approvals under the Companies Act.Background.Both Tata Sons and Mistry had challenged a December 18, 2019 order of National Company Law Appellate Tribunal (NCLAT) which had ordered reinstatement of Cyrus Mistry as the Chairperson of Tata Sons Limited.The Supreme court had on January 10, 2020 stayed the NCLAT order.The NCLAT, in its December 2019 judgment, had held that the proceedings of the Board meeting of Tata Sons held on October 24, 2016 removing Cyrus Mistry as Chairperson was illegal.It had also directed that Ratan Tata should not take any decision in advance which requires majority decision of the Board of Directors of Tata Sons or a majority in the Annual General Meeting.Mistry took over as Chairman of Tata Sons, in December 2012 and was removed from the post on October 24, 2016 by the majority of the board of directors of the company. Subsequently, at an Extraordinary General Meeting convened on February 6, 2017, the shareholders voted for the removal of Mistry from the board of Tata Sons. Subsequently, N Chandrasekaran took over as Executive Chairman of Tata Sons..Two Shapoorji Pallonji firms, who are the shareholders in Tata Sons, moved National Company Law Tribunal over Mistry’s removal and alleging “oppression” of minority shareholders and “mismanagement”.In July 2018, NCLT dismissed the petition in July 2018 against which appeal was filed by Pallonji firms before the NCLAT. The NCLAT proceeded to overturn the NCLT order prompting the current appeals before the Supreme Court.Tata Sons claimed in its petition that the NCLAT granted reliefs which were not prayed for by restoring Cyrus Mistry to his “original position” as the Executive Chairman of Tata Sons and declaring the appointment of Chandrasekaran the incumbent Executive Chairman of Tata Sons as illegal.The plea highlighted that the tenure of Cyrus Mistry as the Chairman and Director of Tata Sons expired in March 2017 and a direction by the NCLAT to allow Mistry to continue as a functionary beyond the term would be contrary to the articles of association of the company and the established principles of company law.Shapoorji Pallonji firms in their cross appeals contended that the NCLAT failed to give certain crucial reliefs to Mistry..It was prayed that the Mistry firms should be entitled to representation in all committees formed by the board of directors of Tata Sons.Further, they also sought striking down of placing the right of affirmative vote in the hands of select directors of Tata Sons which would enable them to override the view of the entire board..[Read Order]