Supreme Court agrees to hear SP Group’s review petition against Tata

The Supreme Court has accepted a review petition filed by the Shapoorji Pallonji Group, which challenged the top court’s decision last year in favour of Tatas.

The Supreme Court has agreed to hear in open court a 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 ruled in favour of Tata.

The order was issued by a three-judge Bench comprised of Chief Justice of India NV Ramana, Justices AS Bopanna and V Ramasubramanian. Justice Ramasubramanian disagreed. “Applications for exemption from filing affidavits are accepted. Applications for an oral hearing on Review Petitions are permitted,” according to the order issued on February 15.

In his dissenting opinion, Justice Ramasubramanian stated that the grounds raised in the petition are outside the scope of review. “With the utmost respect, I regret that I am unable to concur with the order. I carefully reviewed the Review Petitions and found no valid grounds for reversing the decision. Because the grounds raised in the Review Petitions do not fall within the scope of a review, the applications for oral hearing should be denied,” he explained.

In its March 26 decision, the Supreme Court overturned the National Company Law Appellate Tribunal’s (NCLAT) December 2019 order, which had reinstated Cyrus Mistry as the Chairman of Tata Sons Limited. The Supreme Court ruled in favour of Tata Sons on all legal issues raised in the dispute, putting an end to a half-decade-long legal battle that began in 2016 with Mistry’s removal as Tata Sons Chairman.

The Bench of then-Chairman of the Supreme Court of India, SA Bobde, and Justices AS Bopanna and V Ramasubramanian allowed Tata Sons’ appeal against the NCLAT judgement while dismissing Mistry and Shapoorji Pallonji Group’s appeals (SP Group).

“We find that all questions of law are liable to be answered in favour of the appellants, Tata Group, and the appeals filed by the Tata Group are liable to be allowed, and Shapoorji Pallonji Group is liable to be dismissed,” the Court had said.

The Supreme Court posed the following questions, all of which were answered in Tata Sons’ favour:

-Whether the NCLAT’s formation of an opinion that the company’s affairs have been or are being conducted in a prejudicial and oppressive manner to some members and that the facts justify the company’s winding up on just and equitable grounds is consistent with well-established principles and parameters, particularly in 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 to the Board of Tata Sons and other Tata Companies, are consistent with the pleadings made, reliefs sought, and powers available under Section 242 of the Companies Act;

-Whether the NCLAT could have legally muted the company’s power under Article 75 of the Articles of Association to require any member to transfer his ordinary shares by simply injuncting the company from exercising such right without setting aside this Article;

-Whether the tribunal’s characterization 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, particularly given that the challenge to these Articles has been expressly waived, and whether the tribunal could have granted a direction to Ratan Tata and the nominee directors effectively nullifying the effect of these Articles;

– Whether the re-conversion of Tata Sons from a public to a private company necessitates the required approvals under the Companies Act.

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