Cyrus Mistry, son of Pallonji Mistry who is the owner of the Shapoorji

Pallonji group and the biggest stakeholder in the Tata group, was
appointed to the top position in 2012. He was the sixth chairman of
Tata Sons and had taken over in 2012 after Ratan Tata.

In October, 2016, he was removed as Chairman of Tata Sons. He was

later also removed as director on board of Tata Sons.

Mistry, whose family owns 18.4 per cent stake in Tata Sons,
challenged his removal in the National Company Law Tribunal
(NCLT). The case of oppression and mismanagement against Tata
Sons and 20 others, including Ratan Tata, filed by Mistry family
entities i.e. Cyrus Investments and Sterling Investments were however
in March 2017 dismissed by the NCLT ruling that they were not
eligible to pursue the allegations.
Section 244 of the Companies Act, 2013 allows a shareholder of a
company to bring an oppression and mismanagement case against
the firm if it holds not less than one-tenth of the issued share capital.
On appeal, the Cyrus Mistry firms had secured a partial win at the
NCLAT, which waived the 10 per cent shareholding requirement but
remitted the matter to the NCLT.
In July last year, the NCLT rejected Mistry's petition to reinstate him
and found no merit in his allegations of operational mismanagement
and oppression of minority shareholders.

Mistry had approached the Appellate Tribunal against the verdict of

Mumbai NCLT. The NCLAT had reserved its judgment after
completion of arguments from both sides in July this year.

The judgment was pronounced by a two-judge bench headed by

Justice S J Mukhopadhyay on 18th December, 2019. NCLAT allowed
the two appeals filed by Mr. Cyrus Mistry and his companies.
Whilst setting aside the NCLT, Mumbai order dated 09.07.2018
has inter alia declared the act of removal of Cyrus Mistry from
Chairmanship and directorship of Tata Sons, conversion of the
company from Public to private illegal, prejudicial and
oppressive.
The Appellant Tribunal has further directed to reinstate Cyrus
Mistry back to his position in the company. The act of ROC in
converting Tata Sons from public to private is declared illegal.
The Appellant Tribunal has directed that the Company to be
converted back as public limited and registry to rectify the same.
The Tribunal also held that Article 75 of Articles of Association of
Tata Sons Ltd. should be exercised with caution and proper
reasons of the same should be given. An advance intimation of
its exercise should also be given to the shareholders. The
reinstatement of Mr. Mistry as Executive Chairman has been
suspended for four weeks on the request of Senior Counsel on
behalf of Tata Sons Ltd.