Tata v. Mistry: Cyrus Mistry moves Supreme Court to expunge adverse remarks in March 2021 verdict

Shapoorji Pallonji group head Cyrus Mistry has approached the Supreme Court seeking expunction of certain remarks against him in the apex court's March 2021 judgment in relation to his dispute with Tata Sons [Tata Consultancy Services Ltd v. Cyrus Investments]..The matter was heard on Monday by a Bench headed by Chief Justice of India NV Ramana."This is an application to expunge certain remarks which affect my reputation, integrity and character," said Senior Advocate Janak Dwarkadas, appearing for Mistry. Senior Advocate Harish Salve, appearing for Tata, objected to the maintainability of the plea. CJI Ramana adjourned the plea stating that the Court will hear the matter after 10 days..On February 15 this year, the top court had agreed to hear the review petition filed by Shapoorji Pallonji group against the Supreme Court's March 2021 judgment, in open court. The order was passed by a three-judge Bench of CJI Ramana and Justices AS Bopanna and V Ramasubramanian, who had dissented. The review petition is slated to be heard on March 9..The Supreme Court in its March 26, 2021 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 headed by then Chief Justice of India SA Bobde 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..Both Tata Sons and Mistry had challenged a December 18, 2019 order of National Company Law Appellate Tribunal (NCLAT) which had ordered the reinstatement of Mistry as 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 were illegal. It had also directed that Ratan Tata should not take any decision in advance which requires a 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 shareholders in Tata Sons, moved National Company Law Tribunal (NCLT) over Mistry’s removal alleging “oppression” of minority shareholders and “mismanagement”.In July 2018, NCLT dismissed the petition against which an 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 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.The Shapoorji Pallonji firms in their cross appeals contended that the NCLAT failed to give certain crucial reliefs to Mistry. It was prayed that they 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..Cyrus P. Mistry, was represented by Senior Advocates Janak Dwarkadas and Shyam Diwan.Tata Sons Pvt. Ltd. was represented by Senior Advocates Harish N. Salve and Dr. A.M. Singhvi, along with a team from Karanjawala & Co. Advocates led by Advocates Ruby Singh Ahuja, Senior Partner and comprising of Tahira Karanjawala and Arjun Sharma, Principal Associates, Ashutosh P. Shukla, Lakshya Khanna and Jappanpreet Hora, Associates. Advocate Dhruv Dewan. Adv. also appeared for Tata Sons.The Tata Trusts were represented by Senior Advocate Zal Andhyarujina, along with a team from Mulla & Mulla and Craigie Blunt & Caroe.