The Supreme Court on Thursday dismissed a review petition filed by the Shapoorji Pallonji (SP) group against the court’s judgment upholding the ouster of Cyrus Mistry as Executive Chairman of Tata Sons Private Limited.
“Sorry, the review is not entertained. Dismissed,” a three-judge Bench of Chief Justice of India N.V. Ramana, Justices A.S. Bopanna and V. Ramasubramanian said after a brief hearing.
The court, however, agreed to delete certain “personal” observations made against Mr. Mistry in the apex court’s March 2021 judgment.
Tata counsel Harish Salve cautioned against the possibility that the plea to expunge the remarks could be made into a second chance to have a crack at the judgment itself.
In February, Justice Ramasubramanian had demurred from even hearing the SP group’s review petition in open court and instead opined in favour of dismissing it ‘in chamber’ itself. However, the majority opinion of Justice Ramana and Justice Bopanna had allowed oral hearing of the petition in open court.
On Thursday, senior advocates Aryama Sundaram and Shyam Divan, for the SP group, argued that the apex court’s judgment was riddled with “patent errors” and was a “miscarriage of justice”. They contended that the judgment undermined the safeguards in the Companies Act.
Mr. Sundaram argued that the apex court judgment violated ‘doctrine of merger’ by ignoring findings of facts by the National Company Law Appellate Tribunal (NCLAT) without even declaring them perverse.
Mr. Divan said the judgment erred in concluding that the “just and equitable” principle did not apply in the case as Tata Sons was “essentially an investment company and the shareholders were public trusts”.
He said the agenda for the Board meeting of Tata Sons held on October 24, 2016, did not have an agenda for removal of Mr. Mistry, and yet the resolution was passed. He said this was “ex facie prejudicial and oppressive”.
Mr. Divan asserted that the doctrine of quasi-partnership applied in this case. “The two groups have been together, not since inception, but since 1965. The SP group holds 18.37% of shares. The doctrine of quasi-partnership applied here,” he argued.
He said the Supreme Court should have gone into the question of “parting ways with a fair compensation”.
Though the court agreed to expunge certain remarks, Justice Ramasubramanian voiced displeasure at some of the observations made in the application filed on behalf of Mr. Mistry. “Your fight with the party cannot be made into a fight against the court,” he told advocate Somasekharan Sundaram.
Mr. Sundaram said he had no such intentions.
Mr. Salve said he was deeply obliged to the court for dismissing the review petition and said the court could delete some of the remarks as an “act of grace” and not for reasons cited in Mr. Mistry’s application.
“We welcome today’s order of the Hon’ble Supreme Court with humility,” Tata Sons said in a statement. “It reaffirms, once again, Tata Group’s position which was upheld by a unanimous judgment last year.”
