Cyrus Investments Pvt. ltd Vs. Tata Sons Ltd. & ORS

The case of Cyrus Investments Pvt Ltd and Tata Sons Ltd and Ors involves a dispute between two major shareholders of Tata Sons, one of the largest conglomerates in India. Cyrus Mistry, the chairman of Tata Sons for four years before being ousted from his position in 2016, challenged his removal as chairman and alleged mismanagement and oppression by Tata Sons and its board of directors. The case went through several rounds of litigation in various courts in India, and the key issue was whether the removal of Cyrus Mistry as chairman of Tata Sons was valid and legal.

The National Company Law Tribunal (NCLT) nitially ruled in favor of Tata Sons, stating that the removal of Cyrus Mistry was legal and valid. However, the National Company Law Appellate Tribunal (NCLAT) overturned the NCLT's decision and ordered the reinstatement of Cyrus Mistry as chairman of Tata Sons. In December 2019, the Supreme Court of India upheld the decision of the NCLAT and ordered the reinstatement of Cyrus Mistry as chairman of Tata Sons.

Reducing Of Share Capital

The Supreme Court observed that the removal of Cyrus Mistry was not in the best interest of Tata Sons and that the board had not followed proper procedures in removing him. The Supreme Court also noted that the actions of the board were oppressive and prejudicial to the interests of minority shareholders.

However, On March 26, 2021, the Supreme Court issued its much-anticipated verdict in the Tata-Cyrus Mistry case. Chief Justice S A Bobde and Justices V Ramasubramanian and A S Bopanna made up the bench that issued the verdict in favor of the Tata Group. The bench dismissed all charges of oppression and mismanagement brought against Tata Sons Limited by entities owned by Cyrus Mistry. The court found that removal of a person as chairman of a company does not fall under Section 241 of the Companies Act, 2013 unless it is shown to be "oppressive or prejudicial." Additionally, the court held that Sections 241 and 242 of the Companies Act, 2013 do not specifically grant the power of reinstatement. As a result, the Supreme Court overturned the National Company Law Appellate Tribunal's order of December 18, 2019, which had called for Cyrus Mistry to be reinstated as executive chairman of Tata Sons.


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