NCLAT to clarify Tata-Mistry order had no aspersions on RoC

The National Company Law Appellate Tribunal (NCLAT) on Friday said that it will clarify that its order terming Registrar of Companies' (RoC) decision of allowing Tata Sons convert from public to private as 'illegal' did not cast any aspersion on the RoC.

Hearing an appeal by the RoC, under the Ministry of Corporate Affairs, to remove the word 'illegal' from its December 18 judgement, the appellant tribunal reserved the order for Monday, January 6.

The two judge bench headed by NCLAT Chairman S.J. Mukhopadhaya, said the just judgement was based on findings and is not against the RoC.

Mukhopadhaya said that it can only clarifies and not change the judgement, adding that the Supreme Court, being the highest judicial authority can change the judgement if it finds it incorrect.

On Thursday, The NCLAT had asked the Registrar of Companies (RoC) to explain the rationale behind allowing Tata Sons to convert into a private company and also sought details of the process for the permission.

It had also sought details on the paid-up capital requirement.

Last month, the Justice Mukhopadhaya-led bench ordered reinstatement of Cyrus Mistry as Tata Sons Chairman and also termed the RoC permission to Tata Sons for converting into a private company as illegal.

The NCLAT had asked RoC to record the company as a public company.

After Cyrus Mistry was sacked, Tata Sons had received its shareholders' nod in September 2017 to convert itself into a private limited company from a public limited company, where there would be no need to take shareholders' consent in taking crucial decisions, which could be passed with the board's approval.

Tata Sons Ltd was initially a "private company" but after insertion of Section 43A (1A) in the Companies Act, 1956 on the basis of average annual turnover, it assumed the character of a deemed 'Public Company' with effect from February 1, 1975, the order said.