Tata-Mistry: NCLAT reserves order in ROC plea seeking amendment of judgment

The National Company Law Appellate Tribunal (NCLAT) today reserved its order in a plea by the Registrar of Companies, Mumbai (ROC) seeking the removal of certain factual and legal errors in Tata-Mistry judgment passed last month.

The order will be pronounced by a Two member bench of the Appellate Tribunal headed by Chairperson Justice SJ Mukhopadhyay on Monday.

The ROC had moved an application under Sections 420(2), 424(1) of the Companies Act, 2013 read with Rule 11 of the NCLAT Rules for amendment of the judgement, on the ground that certain strictures passed by NCLAT against the statutory actions of ROC were unwarranted and against the principles of natural justice.

The ROC's grievances are directed against NCLAT's observation that the change of status from a public limited to private limited company for Tata Sons was done in a hurried manner with the help of the ROC and that the action of ROC was illegal.

In its application filed before NCLAT, the ROC has contended that Tata Sons Ltd, a private Ltd company, was deemed to be a public limited company by virtue of falling under the purview of section 43A (1A) on 01/05/1975, after the enactment of the Companies Amendment Act of 1974.

However, the company retained the characteristics of a private company in terms of Section 43A(1A) and became a 'deemed public company with characteristics of a private company' post 1975.

Therefore, in 2018, when Tata Sons intimated the ROC that it was desirous of exercising its option under Section 43A(2A) for turning back into a private company, ROC was statutorily obligated to carry out the necessary changes.

The ROC has, thus, contended that the change of legal status of Tata Sons was done in utmost compliance of the prevailing law and was not illegal.

Apart from seeking the requisite amendment in the judgement with respect to the "hurried" and "illegal" conduct of the ROC, the plea also seeks a declaration that the compliance of Section 14 Companies act, 2013 was not required in the present case.