Tata-Mistry Case: Registrar Of Companies Approaches NCLAT Seeking ‘Deletion Of Comments’

The Registrar of Companies, Mumbai has moved the National Company Law Appellate Tribunal seeking deletion of comments made against it in the tribunal’s Dec. 18 judgment which had reversed the removal of Cyrus Mistry as executive chairman of Tata Sons.

The NCLAT, while quashing the conversion of Tata Sons from a public company to a private one, had said that the ROC acted against the provision of Section 14 of the Companies Act in granting its approval to the conversion. The NCLAT had held this conversion illegal and said that it was “hurriedly done and with the help of the ROC”.

The Companies Act doesn’t grant automatic process for conversion from public to private, the appellate tribunal had said, adding that any company which decides to alter its Articles of Association and convert from public to private has to pass a special resolution. Once that is passed, the ROC is expected to wait for the approval of the National Company Law Tribunal before recognising the conversion. The ROC in this case acted without waiting for approval of the tribunal, the NCLAT had said, adding that the company did not even file an application to the NCLT seeking its approval.

The ROC in its petition argued that the NCLAT never gave them a chance to put their side before recording adverse comments against it in the order. The ROC said that it has acted in accordance with the law and that the NCLAT has taken allegations against them as “gospel truth”, without verifying it from their office or calling them to explain their action.