Tata vs Mistry: RoC moves review plea, seeks modifications in NCLAT order

The Registrar of Companies (RoC), Mumbai, has moved a review petition before the National Company Appellate Law Tribunal (NCLAT) in the Tata-Mistry dispute. It has sought the removal of the words "illegal" and “with the help of RoC" in the tribunal’s order pertaining to Tata Sons' transition from a public to private company, in September 2017. 

In the order dated December 18, the NCLAT had passed serious strictures against the RoC, stating that Tata Sons had hurriedly changed its status to a private company from public "with the help of the RoC", which was illegal. 

In its petition, the RoC said there were some factual and legal errors in the judgment, and hence appealed to the appellate tribunal to amend the order so that it correctly reflected the conduct of the RoC, Mumbai, as not being illegal and acting in accordance with the provisions of the Companies Act 1956/2013. 

"The appellate tribunal be pleased to delete the aspersions made regarding any hurried help accorded by the RoC, Mumbai, to Tata Sons except what was statutory required from the RoC, Mumbai," the petition stated.

The RoC added that it was not party to the petition filed by Mistry investment companies in both the National Company Law Tribunal (NCLT), Mumbai, and later at the NCLAT, Delhi.

It added that it was not given an opportunity to put forth its view on the matter before the passing of the "serious strictures" by the NCLAT. In its judgement, the NCLAT had said that the RoC, in the Certificate, had struck down the word ‘Public’ and shown ‘Tata Sons Limited' as a 'Private' company, even in the absence of any order passed by the Tribunal under Section 14 of the Companies Act, 2013. 

"This shows that even after the removal of Cyrus Mistry on 24th October, 2016 from the post of Executive Chairman of Tata Sons Limited and post of Director of Tata companies, during the pendency of the cases in a hurried manner, Tata Sons and its Board moved before the Registrar of Companies for conversion of the company from 'Public Company' to ‘Private Company', to give it the colour of 'deemed conversion', which is against the law and unsustainable," the NCLAT said.

The action on the part of Tata Sons' board to hurriedly change TSL from a public to private firm suggests that the nominated members of 'Tata Trusts' who had an affirmative voting right over the majority decision of the board and other directors/members, acted in a manner 'prejudicial' to the members (including minority shareholders such as the Shapoorji Pallonji Group), as well as prejudicial to Tata Sons, the NCLAT had said.

The NCLAT cited this as the reason behind declaring the conversion 'illegal'.

It then asked the RoC to make a correction in its record, showing Tata Sons as a 'public company' instead of a private limited company. The RoC's petition does not talk about changing its records for Tata Sons to public from private, as ordered by the NCLAT. The Tatas are planning to move Supreme Court against the order.