By M P Ram Mohan
The judgment of the Supreme Courtroom (SC) within the Tata-Mistry case introduced the curtains down on probably the most keenly watched company disputes of current instances. Predictably sufficient, a petition has been filed by the shedding occasion, the Shapoorji Pallonji Mistry Group (SP Group) in search of a ‘assessment’ of the SC judgment. An argument made by some commentators in favour of the assessment is that the SC judgment fell in need of placing an finish to the matter. The court docket ought to have selected SP Group’s plea for separation/exit together with the difficulty of truthful valuation of SP Group’s stake in Tata Sons. This, it has been argued, was required to do ‘substantial justice’ regardless that SP Group did not show its case on oppression and mismanagement. This place on the SC judgment is misguided and lacks authorized basis.
The plain language of the Firms Act, 2013 on oppression and mismanagement is sort of clear. Part 242 of the Firms Act , which is the supply of jurisdiction for grant of reliefs in issues of oppression and mismanagement, states, “If ……the Tribunal is of the opinion.. that the corporate‘s affairs have been or are being performed in a fashion prejudicial or oppressive to any member..… the Tribunal might, with a view to bringing to an finish the issues complained of, make such order because it thinks match.”
The SC judgment rejected SP Group’s case on all counts. As soon as the court docket discovered no deserves within the “issues complained of”, there was no event for the court docket to “convey an finish” to these issues. The court docket’s energy to grant applicable aid beneath Part 242 of the Firms Act indisputably is of extensive amplitude however “provided that” oppression or mismanagement is proved. In any other case, the court docket has “no jurisdiction to go any order”. This has been clarified by the NCLAT in Higher India Metal Manufacturing case (2017).
To assist the proposition, that the SC has powers to do substantial justice even when the case of oppression and mismanagement just isn’t proved, a reference is made to an oft-misquoted remark of the SC within the Needle Industries case (1981). The SC had noticed that “even when the [petitioner in the case] had did not make out a case of oppression, the court docket just isn’t powerless to do substantial justice between the events and place them as practically as it might in the identical place by which they might have been…”.
A naked studying of this remark will present that it was made with regards to the particular information of the Needle Industries case. It was not, and never meant to behave as, a authorized rule of basic import and common utility in all circumstances. In Needle Industries, the overseas shareholders of an Indian firm had complained of oppression on the grounds that the corporate’s board had resolved to concern rights shares at a gathering of which sufficient discover was not given. The complaining shareholders had argued that the assembly was unlawful and non-allotment of shares to them was an oppressive conduct. It was additionally their allegation that shares have been issued to the Indian group at a worth decrease than the truthful worth and that this had unjustly enriched the Indian shareholder group. The SC, whereas discovering benefit within the allegations, in the end concluded that the overseas shareholder group, even when they’d full discover of the assembly, couldn’t have requested for allotment of shares to them as a consequence of a authorized bar that existed beneath the overseas alternate rules of the RBI. So, the non-allotment of shares didn’t have an effect on the complaining shareholders’ proprietary rights and therefore, the cost of oppression failed.
Nonetheless, the court docket acknowledged that the assembly was unlawful, and the Indian shareholder group had unjustly benefited at the price of the overseas shareholder group. The court docket additionally famous that in the midst of earlier court docket proceedings, the Indian shareholder group had provided to buy shares from the overseas shareholder group at a premium. It’s inside this factual matrix that the SC handed orders – on buy of shares and valuation – to do substantial justice to the complaining shareholders regardless that their case on oppression had failed. An unequivocal discovering of illegality and unjust enrichment which fell in need of being oppressive and couldn’t be corrected by means of the odd course of regulation prompted the SC to have interaction in efforts to do ‘substantial justice’.
Within the Tata-Mistry case, there was no comparable set of information as within the Needle Industries case to benefit the identical plan of action. The SP Group had sought separation instead ‘aid’ from the court docket on the grounds that (a) Tata Sons is successfully a partnership between the Tatas and the Mistry household, and (b) Tatas have oppressed the Mistrys, i.e., the minority associate. However the SC didn’t agree with both of those claims. There was thus no purpose for the court docket to do substantial justice to SP Group when it was held, each in reality and in regulation, that no injustice was accomplished to them within the first place.
On the difficulty of ‘exit’, the SC judgment has solely talked about that in search of separation -“a divorce with out acrimony” – on the very outset would have been a smart resolution for SP Group. The court docket rightly didn’t go into that query any additional and left the exit choices (which may be workable between the events, both inside or exterior the framework of the corporate’s Articles of Affiliation) to negotiations between the events. The Supreme Courtroom had earlier than it a lis – an enchantment. The court docket determined it on deserves. Past this, the court docket couldn’t have been anticipated to play the position of a deal maker.
(The writer is affiliate professor, regulation and technique at IIM-A. Views expressed are private)