In Brief
Tata Consultancy Services Limited and other Tata entities challenged a 2019 National Company Law Appellate Tribunal (NCLAT) order that had declared Cyrus Pallonji Mistry's removal from his position as Executive Chairman of Tata Sons Limited illegal, ordered his reinstatement, and restricted the company's exercise of Article 75 (share transfer powers) and Article 121 (affirmative voting rights of majority trustee-nominee directors). The Supreme Court reversed NCLAT entirely. It held that removal of a director cannot constitute oppressive conduct unless part of a broader oppression scheme; that 'just and equitable winding up' requires functional deadlock or irretrievable breakdown of trust in a quasi-partnership, neither present here; that reinstatement of a personal service contract (directorship) is not a power Tribunals possess under Section 242; and that affirmative voting rights of majority trustees are valid protective mechanisms that shareholders consented to. The Court also upheld the reconversion of Tata Sons to a private company under the 2013 Act's definition, rejecting claims that this violated procedural law. The Court emphasized that remedial provisions for oppression must aim to end disputes, not rewrite contracts or impose remedies worse than the disease. All 14 Tata-side appeals were allowed; the SP Group's cross-appeal was dismissed.
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