In Brief
Tata Consultancy Services and other appellants challenged NCLAT's order that found oppression and mismanagement by Tata Group and Ratan Tata against the Shapoorji Pallonji Group (SPG), setting aside the removal of Cyrus Mistry as Executive Chairman and declaring certain relief. The Supreme Court held that NCLAT erred by not individually addressing NCLT's factual findings rejecting SPG's allegations. The Court found no valid basis for invoking the just and equitable winding-up clause and rejected reliefs for Mistry's reinstatement, restrictions on Article 75, and restraints on nominee directors as lacking legal foundation. The Court upheld affirmative voting rights and Article 75 as valid contractual provisions binding on subscribers, affirmed that proportionate board representation is not statutorily guaranteed, and held that Tata Sons' reconversion from public to private company was lawful. Setting aside NCLAT's order entirely, the Court dismissed the oppression petition."
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