NATIONAL COMPANY LAW APPELLATE TRIBUNAL

NEW DELHI

Company Appeals (AT) No.133 and 139 of 2017

(Arising out of Order dated 17^th April 2017 passed by the National

Company

Law

Tribunal,

Mumbai

Bench,

Mumbai

in

C.P.

No.

82/241,242,244/NCLT/MAH/2016)

IN THE MATTER OF:

Cyrus Investments Pvt Ltd & Anr.

…Appellant

Versus

Tata Sons Ltd & Ors

…Respondents

Present:

Mr. C.A. Sundaram and Mr. Arun Kathpalia, Senior Advocates

with Shri Somasekhar Sundaresn, Ms Rohini Musa, Shri

Manik Dogra, Mr. Rohan Jaitley, Mrs Sonali Jaitley Bakhshi,

Mr. Jaiyesh Bakhshi, Mr. Apurva Diwanji, Mr. Ruzbeh Mistry,

Mr. Ravi Tyagi, Mr. Shubhanshu Gupta, Ms. Sanya Kapoor,

Mr. Gunjan Shah, Mr. Parag Sawant and Mr. Akshay Doctor,

Advocates for the Appellant.

Dr. Abhishek Manu Singhvi, Mr. Rajiv Nayar, Mr. Amit Sibal

and Mr. Darpan Wadhwa, Senior Advocates with Mr. R.N.

Karanjawala, Ms. Ruby Singh Ahuja, Mr. Gaurav Mitra, Ms.

Tahira

Karanjawala,

Mr.

Anupn

Prakash,

Ms.

Eesha

Mohapatra, Mr. Avishkar Singhvi, Mr. Sameer Rohatgi, Mr.

Aditya Shankar, Mr. Arjun Sharma, Mr. Arvind Chari, Mr.

Sidharth Sharma, Mr. Siddharta Kalita and Mr. Prateek

Seksaria, Advocates for Respondent No.1.

Mr. Mukul Rohatgi, Senior Advocate with Mr. Dhruv Dewan,

Mr. Nitesh Jain, Mr. Sayak Maity, Mr Rohan Batra, Mr Arjun

Sharma, Ms. Reena Choudhary and Mr. Kostubh Devnani,

Advocates for Respondent No.2.

Mr. S.N. Mookherjee, Senior Advocate with Mr. Dhruv Dewan,

Mr. Nitesh Jain, Mr. Sayak Maity, Mr Arjun Sharma, Mr.

Rohan Batra, Mr. Kostubh Devnani and Ms. Reena

Choudhary, Advocates for Respondent No.3.

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Mr. Sandeep Sethi, Senior Advocate with Mr. Nikhil Rohatgi

and Mr. Rajiv Kumar, Advocates for Respondent No.11.

Mr. Mohan Parasaran, Senior Advocate with Mr. Saswat

Patnaik, Mr. Aditya Panda, Mr. Ashwin Kumar D.S. and Ms.

Aditi Dani, Advocates for Respondent Nos. 6, 14,17,18, 20

to 22.

J U D G M E N T

SUDHANSU JYOTI MUKHOPADHAYA, J.

This common judgement disposes of two appeals against two different

orders, passed in one Company Petition.

2.

The appellants Cyrus Investments Pvt. Ltd. and Sterling Investment

Corporate Pvt. Ltd., both shareholders of 1^st Respondent Company – Tata

Sons Limited, preferred Company Petition No. 82 of 2016 before the National

Company Law Tribunal, Mumbai (hereinafter referred to as ‘Tribunal’) under

Sections 241, 242 and 244 of the Companies Act, 2013 alleging continuing

act of ‘Oppression & Mismanagement’ of members of 1^st Respondent along

with an application seeking Interim Relief.

3.

On 22^nd December 2016, the Tribunal passed a consent order. During

the pendency of the same, the 1^st Respondent issued notice on 5^th January

2017 calling for Extra Ordinary General Meeting of the 1^st Respondent

Company on 6^th February 2017 with subject of business being removal of 11^th

Respondent – Cyrus Pallonji Mistry as Director of the 1^st Respondent

Company. The Contempt Petition alleging violation of Tribunal’s Order was

filed by appellants with an additional affidavit including the action of the 1^st,

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14^th, 17^th and 20^th Respondents. During the pendency of the said petition, an

application under proviso to Section 244 being I.A.No. 26 of 2017 was filed by

the appellants seeking waiver of condition for filing application under Sections

241 and 242 of the Companies Act, 2013. Learned Tribunal, by its order

dated 31^st January 2017 inter alia stated that Interim Relief had already been

rejected in the previous orders but had not decided the issue of

maintainability, which was raised on behalf of the contending respondents.

4.

On an appeal before this Appellate Tribunal, by Order dated 3^rd

February 2017, the Appellate Tribunal while rejected the Interim Relief

application of the appellants and observed that if the appellants succeed in

proving ‘Oppression & Mismanagement’, the Tribunal may restore the