Home›blog›Suit in challenge of the conversion of TATA Sons Ltd of which the de facto owners are the poor, the destitute, the homeless, the sick and the starving into a Pvt Ltd Company which is certain to adversely affect the interests of the poor , the beneficial owners of the TATA Trusts

Suit in challenge of the conversion of TATA Sons Ltd of which the de facto owners are the poor, the destitute, the homeless, the sick and the starving into a Pvt Ltd Company which is certain to adversely affect the interests of the poor , the beneficial owners of the TATA Trusts

Mathews J Nedumpara

October 5, 2021

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853



IN THE BOMBAY CITY CIVIL COURT AT BOMBAY S.C. SUIT NO.________ OF 2018 Sunil Shantisarup Gupta and Ors. … Plaintiffs Versus Tata Sons Private Limited & Ors. … Defendants GIST OF PRAYERS a) declare that the Resolution dated 21.09.2017 (Exhibit “D” hereto) adopted by Defendant No.1 for conversion of Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a Private Limited Company, is without jurisdiction and one rendered void ab initio; b) declare that the order dated 09.07.2018 (Exhibit “E” hereto) passed by the National Company Law Board, Mumbai, allowing conversion of Defendant No.1 Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a Private Limited Company, is one rendered void ab initio, being rendered without hearing the public at large, who are adversely affected thereby; c) quash and set aside the Resolution dated 09.07.2018 (Exhibit “D” hereto) adopted by Defendant No.1 for conversion of Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a Private Limited Company, which has received the seal of approval of the National Company Law Board, Mumbai, by its order dated 09.07.2018 (Exhibit “E” hereto); d) quash and set aside the order dated 09.07.2018 (Exhibit “E” hereto) passed by the National Company Law Board, Mumbai, as void ab initio in so far as the findings and observations therein, are prejudicial to the interest of the public at large, the real owners of the TATA Empire / the beneficiaries of the TATA Trusts ; e) declare that the Charity Commissioner exercising jurisdiction under the Maharashtra Public Trusts Act, 1950, and the Rules made thereunder, has all the powers under the said Act and the Rules, over the affairs and management of Defendant No.1 Tata Sons, nay, the Tata agglomerate, as if Defendant No.1 and the Tata agglomerate are Public Charitable Trusts, the Tata empire being, except for the minority shares of Shapoorji Pallonji Group, the property of Public Charitable Trusts; f) direct the Union of India and/or the Government of Maharashtra to consider the feasibility of bringing appropriate legislation to ensure that the affairs of Defendant No.1 Tata Sons Ltd., and the Tata empire, which is the de facto property of the public at large, are not mismanaged and the said property is not squandered or plundered by vested interests; g) grant exemption to the Plaintiffs from serving notice on Defendant Nos.45, 46 and 47 under Section 80 of the Civil Procedure Code, 1908 because if the suit is to filed after service of such notice on the said Defendants, the very purpose of the suit is likely to be defeated in many sense; h) restrain Defendant Nos. 1, its Directors and Defendant No. 29 from taking any major decisions which are likely to put Tata Sons, nay, Tata Empire, which belongs to the public at large, to jeopardy and, in particular, acquiring any bleeding or risky entrepreneurs like Air India and Jet Airways.; INTERIM RELIEF a) grant an ad-interim injunction restraining and prohibiting the Defendant No.1 from proceeding any further in furtherance of its Resolution dated 21.09.2017, converting itself from a Public Limited Company to a Private Limited Company and the Defendant No. 50, the Registrar of Companies, from making any changes in the records maintained by it so too stay the operation and effect of the Order dated 9.7.2o18 passed by the NCLT, Mumbai, in so far as it is prejudicial to the interests of the public at large, the real owners of the TATA Empire / the beneficiaries of the TATA Trusts; b) grant an ad-interim injunction restraining and prohibiting the Defendant No.1, its Directors and Defendant No. 29 from taking any major decisions which are likely to put Tata Sons, nay, Tata Empire, which belongs to the public at large, to jeopardy and, in particular, acquiring any bleeding or risky entrepreneurs like Air India and Jet Airways pending the hearing and final disposal of the above suit;c) pass such further and other orders as the nature and circumstances of the case may require. IN THE BOMBAY CITY CIVIL COURT AT BOMBAY S.C. SUIT NO.________ OF 2018 Sunil Shantisarup Gupta and Ors. … Plaintiffs Versus Tata Sons Private Limited & Ors. … Defendants SR. NO. PARTICULARS PAGE NO.============================================================1. ROZANAMA 2. Memorandum of Suit 3. Vakalatnama 4. Memorandum of Registered Address 5. List of documents 6. EXHIBIT-“A”Copy of table of the shareholdingpattern of Tata Sons 7. EXHIBIT-“B” Copy of relevant pages of the will of late Sir Ratan Tata. 8. EXHIBIT-“C”Copy of the Deed of Sir Dorabji Tata Trust 9. EXHIBIT-“D”Copy of the resolution dated 21st of September 2017 of the General Body of Tata Sons Ltd. 10. Exhibit “F”.Copy of the order dated 17.10.2018 passed by the Hon’ble High Court 11. Exhibit “F”. Copy of the order dated 31.10.2018 passed by the NCLAT 12 Exhibit- “G”Copy of the Miscellaneous Application No. 968 of 2018 inC.P No. 82 (MB) of 2016. 13. Affidavit in Support IN THE BOMBAY CITY CIVIL COURT AT BOMBAY S.C. SUIT NO.________ OF 2018 1. SUNIL SHANTISARUP GUPTA Adult Indian Inhabitant of Mumbai,Residing at Flat No1, 3rd. Floor, MitraKunj,16, Pedder Road,Mumbai – 400026 2. HARISH LUTHRIAAdult Indian Inhabitant of Mumbai,Residing at: R. C. Barrack No. 3, Room No. 25, Near Maitri Hotel, Chembur Colony, Mumbai. … Plaintiffs Versus 1. Tata Sons Private Limited (Originally known as Tata Sons Limited)Bombay House,24, Homi Mody Street,Mumbai-400 001,represented by its Chairman andManaging Director. 2. Shri Natarajan Chandrasekaran, Chairman, Tata Sons Limited,Bombay HouseFort, Mumbai. 3. Shri Venu Srinivasan, Director, Tata Sons Limited, and CMD of TVS Motor Co.,Bombay HouseFort, Mumbai.Also at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 4. Shri Vijay Singh, Non Executive Director of Tata Sons Limited,Bombay HouseFort, Mumbai.Also at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 5. Shri Nitin Nohria, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, Mumbai 6. Shri Ronen Sen, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 7. Ms. Farida Khambata, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 8. Shri Ajay Piramal, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor, Cuff Parade, Mumbai.9. Shri Amit Chandra, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 10. Dr. Ralf Dieter Speth, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 11. Shri Bhaskar Bhat, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 12. Shri Saurabh Agrawal, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 13. Shri Harish Manwani, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 14. F.N. Subedar, Director of TATA Sons Ltd.Bombay HouseFort, Mumbai. 15. Sir Ratan Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 16. Tata Education and Development TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 17. NavajbaiRatan Tata Trust,Bombay House,Fort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 18. BaiHirabai J N Tata Navasari Charitable TrustBombay House Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 19. SarvajanikSeva TrustC/o Sir Ratan Tata Trust,Bombay House, HomiMody Street,Bombay- 400 023Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 20. Sir. Dorabji Tata trustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai J.R.D. Tata TrustBombay House, Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai 21. Lady Tata Memorial TrustBombay HouseFort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 22. Jamshetji Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 23. Tata Social Welfare TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 24. J. N. Tata EndowmentBombay HouseFort, Mumbai. Bombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 25. R.D Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 26. The J.R.D and Thelma Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 27. Lady Meherbai D Tata Education TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 28 Managing Trustee, “Tata Trusts”Bombay House Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai 29. Shri Ratan Tata,Chairman, TATA Trust Also The Chairman Emeritus Of TATA Sons Ltd.World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 30. Shri N.A. Soonawala,Trustee of “TATA Trusts”Bombay House Fort, Mumbai.Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai 31. Shri S.K. Kawarana,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 32. Shri R.K. Krishnakumar,Trustee of “TATA Trusts”Bombay HouseFort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 33. Prof. S.N. Chitre,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 34. Dr. M. Chandy,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 35. Dr. Suma Chitnis,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 36. Shri R. Venkatraman, Managing Trustee, “Tata Trusts” Bombay House Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 37. Dr. P B Desai Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 38. Dr. Armaiti DesaiTrustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 39. F.N PetitTrustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 40. Shri Cyrus Pallonji Mistry, Shapoorji Pallonji and Company Ltd., Contractor Building, 41, R. Kamani Road, Ballard Estate, Fort, Mumbai- 400 001 Also At: Shapoorji Pallonji Real Estate S.P Centre, 41/44, Minoo Desai Marg, Colaba, Apollo Bunder, Mumbai- 400 005 41. Shri Shiv Shankaran, Chairman and President of SIVA Industries & Holding Ltd. Beliciaa Towers, Chennai, Tamil Nadu 600028 42. Sterling Infotech LtdBeliciaa Towers,Chennai, Tamil Nadu 600028 43. Tata DOCOMOCorporate OfficeA, E & F Blocks Voltas PremisesT. B. Kadam MargChinchpokli, Mumbai – 400033 Fax: 022-61655020 44. The National Company Law Tribunal, 6th Floor, Fountain Telecom Building, 1, Mahatma Gandhi Road, Fort, Mumbai-400 001. 45. The Charity Commissioner, 3rd Floor, Dharmaday Ayukta Building,Opposite Garment House,Dr Annie Besant Road,Worli Naka, Maya Nagar, Siddharth Nagar, Worli, Mumbai, 400018 46. The State of Maharashtra, represented by its Chief Secretary, Mantralaya, Mumbai-400 032. 47. Union of India, represented by the Secretary, Ministry of Corporate Affairs, New Delhi- 110002 48. The Registrar of Companies BKC, Bandra East, Mumbai-400 050. 49. Air India, Air India Building, 235, Vidhan Bhavan Marg, Nariman Point, Mumbai, Maharashtra 400021 50. Jet Airways,Siroya Centre, Sahar Airport Rd, Ashok Nagar, Andheri East, Mumbai-400099 … Defendants SUIT FILED UNDER THE CODE OF CIVIL PROCEDURE; THE INDIAN TRUSTS ACT, 1882; AND MAHARASHTRA PUBLIC TRUSTS ACT, 1950; THE PLAINTIFF ABOVENAMED STATES AS FOLLOWS 1. The Plaintiffs are citizens of India. The 1stPlaintiff is the General Secretary of a campaign called “Home For All” a Registered Society having Registration No. 1167 of 2018. He is, a Septuagenarian, an alumni of the IIT Powai, Mumbai. Plaintiff No. 2 is an accountant by profession, and is an activist espousing the cause of the poorest of the poor sections of the society. 2. The legal status of the Defendants is manifest from the very cause title. They are arraigned as Defendants because they are necessary parties and without their presence the reliefs sought for in the instant Suit cannot be granted. At any rate, they are proper parties whose presence is essential for the just and proper adjudication of the case and, in the worst scenario, they could be Proforma parties. The reason for which the Defendants are arraigned as such is dealt with in the course of narration of the material facts infra. 3. The 1st Defendant, Tata Sons Limited, is a Company established in the year 1868. It is a holding Company of the Tata Group and holds the bulk of shareholding in group Companies. About 66% of the equity capital of Tata Sons is held by Tata Trusts and the remaining, except for almost 18% shares, held by Shapoorji and Pallonji Group and their sister concern called Cyrus Investments Pvt. Ltd., are held by various Tata Companies. In other words, except the shareholding by Shapoorji Pallonji Group and Cyrus Investments Pvt. Ltd., the TATA Sons Ltd., and the various TATA group of Companies under his flagship are owned by the TATA Trusts. Defendant No.29 Shri Ratan Tata holds 0.83% of the shares of Defendant No.1 Tata Sons Ltd., though the public perception is that the TATA Empire belongs to Shri Ratan Tata. 4. As could be seen from above, the Tata Group of Companies, namely, the Tata Empire, is owned by the various Tata Trusts. Sir Dorabji and Sir Ratan Tata Trusts are the principal trusts, each of which holds 28% and 24%, respectively, of the shares of Tata Sons. The other Tata Trusts, namely, SarvajanikSeva Trust, R.D. Tata Trust, Tata Social and Welfare Trust, Tata Education Trust and J.R.D. Tata Trust together hold only about 10% of the shares of Tata Sons. A table of the shareholding pattern of Tata Sons is annexed for ready reference as Exhibit “A”. A perusal of Exhibit “A” would indicate that except for the 18% shareholding of Shapoorji Pallonji, the entire Tata empire is owned by the various Tata Trusts. 5. The principal among the Tata Trusts is Sir Ratan Tata Trust, which came into being in the year 1919 with a capital of Rs.8 million. The said Trust was established in accordance with the Will of Sir Ratan Tata. A copy of the Will is produced as Exhibit “B”. As would be manifest from paragraphs 16 and 18 of the said Will, the Trust was created for providing relief to those poor who suffer from poverty and hunger. The next in prominence among the Tata Trusts is Sir Dorabji Tata Trust. The said Trust is one of India’s oldest non-sectarian philanthropic organizations established in 1932 for providing succor to those who suffer from hunger and poverty; so too to promote education and health services. Sir Dorabji Tata and his wifeMeherbai, who had no issues, donated their entire wealth and savings to the Trust so that their wealth will provide succor and relief to those who suffer in hunger and poverty. A copy of the Deed by which Sir Dorabji Tata Trust was created is produced as Exhibit “C”. At the time when the aforesaid Trusts, namely, Ratan Tata Trust, Dorabji Tata Trust, J.R.D. Tata Trust, J.N. Endowment for Higher Education of Indians (1892) came into being, the law prevailing then was the Indian Trusts Act, 1882. However, after the Bombay Public Trusts Act, 1950 ( Presently Maharashtra Public Trusts Act, 1950)came into existence, the said Trusts were covered by the provisions of the said Act. 6. As could be seen from the Deeds of Trust and the provisions of the Maharashtra Public Trusts Act, 1950, the aforesaid Trusts (Tata Trusts, for short) are public charitable trusts whose assets and income are required to be spent for philanthropic purposes, to give succor to those who live in poverty and hunger; so too for the purposes such as health care, scholarship for higher education, advancement of science and technology etc. The Tata Trusts are not for the benefit of any particular community or religion or of people of any particular area or country, but for the entire humanity. Obviously, the Trust Deeds ought to be construed within the ambit of the laws of the country, which will require the wealth and income of the Trusts to be utilized for the aforesaid benevolent purposes. The wealth, income, assets and properties of the Tata Trusts belong to every citizen of the country. However, there is a misconception that the properties of the Trusts are private properties of Shri Ratan Tata for the only reason that he carries the surname Tata, as is evident from Exhibit “B”, who has only less than 1% shareholding of Tata Sons Limited. It is generally perceived that Shri Ratan Tata has been managing and controlling the Tata empire since last more than 20 years. 7. Till recently, namely, till the feud with Shapoorji Pallonji Group came into the public domain, the Plaintiffs had no clue as to the true state of affairs of the Tata empire. The name Tata carries so much of esteem, respect and trust among the common people that the institution of Tata is often considered to be as holy as the judiciary. If any other institution which carries so much of public confidence and affection, it is the Armed Forces. The Armed Forces, Judiciary and Tatas are always considered to be like the Caesar’s wife, always above suspicion. But the internal feud in Tata Sons, which has resulted in the ouster of Defendant No.40 Shri Cyrus Pallonji Mistry as its Chairman, has brought to the public domain many a skeletons from the cupboards. 8. The Plaintiffs are common people; they have limited access to the affairs of Tata Trusts; they were disturbed from day one when they came to know about many questionable things about the affairs of Tata Sons and Tata Trusts which came to public domain. The prominent of the said allegations is that Shri Ratan Tata has been running the Tata Trusts as his private forte and that the Directors and Trustees owe their offices as such to him. The Plaintiffs do not wish to make any personal allegation against Shri Ratan Tata than merely to refer to what has been brought to the public domain. The allegation against Shri Ratan Tata coming from none other than Defendant No.40, the erstwhile Chairman of Tata Sons. It is alleged that Shri Ratan Tata allows the affairs of Tata Sons and Tata Trusts contrary to the interests of the Company and the Trusts and the public at large, the Tata empire in reality being nothing but the property belonging to the public at large. Some of the allegations against Shri Ratan Tata are of extremely grave in nature; it is alleged that Shri Ratan Tata has allowed Tata Sons to suffer a loss to the tune of Rs.1,000 crores only to favour his alleged Man Friday Shri Shiv Shankaran against whom an FIR has reportedly been lodged by the CBI of defrauding Banks. It is alleged that the Company at the instance of Shri Ratan Tata has invested thousands of crores of rupees in the loss-making British Steel Company by name Corus, putting the Tata empire into great financial stress. He is also accused of causing loss to Tata Docomo, to the tune of Rs.8,500crores. He is also accused of causing loss to the tune of Rs.2,500crores in the Nano Car Project which was certain to be doomed, but, it is alleged that Shri Ratan Tata pursued it as a matter of personal prestige. He is also accused of donating thousands of crores of rupees to Harvard University while the Trust money ought to have been utilized for the development of Indian Universities. It is further alleged that Shri Ratan Tata is doing so only for fame and name. 9. It is alleged that since Shri Ratan Tata belongs to the family of the donors, though not biological,runs the Tata empireas his personal private property. It is alleged that the erroneous public perception has helped him to run the Tata empire almost as his private forte. The Plaintiffs do not intend to personally comment upon the aforesaid perception regarding Defendant No.29 Shri Ratan Tata. However, they are constrained to make a reference about him because the state of affairs as of now, which has resulted in a Resolution dated 21.09.2017 being passed, particularly after Defendant No.40 Shri Cyrus Mistry was removed as the Chairman of Tata Sons Limited to convert Tata Sons Limited to Tata Sons Private Limited, leaves the Plaintiffs with no option than to state the aforesaid facts, which will certainly all likely to be misunderstood as a criticism of his conduct, though in no way could be said to be a personal attack on him. The Plaintiffs are not concerned about the internal feud between Defendant No.29 and Defendant No.40 which has resulted in the skeletons of the Tata empire fall out of the cupboard. They are concerned only about the interests of the public at large, which will also mean their personal interests, they being members of the public at large. A copy of the Resolution dated 21.09.2017 is produced as Exhibit “D”. 10. Tata Sons adopted the Resolution (Exhibit “D”) for conversion of Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a private limited Company, apparently to keep Defendant No.40 and Shapoorji Pallonji, the minority shareholders, out of reach of the Tata empire. It is alleged that the intention of Defendant No.29 and his colleagues/co-Directors is to completely oust Defendant No. 40 and Shapoorji Pallonji from the Tata empire by buying the minority shareholding. For this purpose, Defendant No.1 Tata Sons sought the permission of Defendant No. 44, National Company Law Tribunal (NCLT), for, it is the requirement of law. The same was opposed by Defendant No.40 and Shapoorji Pallonji. By order dated 09.07.2018 the NCLT Mumabi, approved the Resolution (Exhibit “D”). Since the Copy of the Order dated 09.07.2018 is running into 368 pages, the same is not annexed to the instant suit. Hence the Plaintiffs craves the leave of this Hon’ble Court to produce the copy of the Order dated 09.07.2018 passed by the Ld. NCLT Mumbai, as and when called for.The said order granting permission to Tata Sons, as aforesaid, certainly has grave ramifications, nay, prejudice, in so far as Defendant No.40 and Shapoorji Pallonji are concerned. However, the Plaintiffs are not concerned therewith. They are concerned with the permission granted by NCLT Mumbai, for conversion of Tata Sons from a Public Limited Company to a Private Limited Company because it is prejudicial to their interests, nay, the interests of the public at large, the Tata empire being nothing but a public property, about which the Plaintiffs shall delve into further as infra. 11. The Tata empire, on a conservative estimate, is said to be worth Rs.5 lakh crores. The fact that the Tata empire does not belong to any particular individual, nay, any particular family, nay, the Tata family, is hardly known to the public at large. The Tata Trusts have been doing a great job in the province of philanthropy, education, medical care, scientific advancement and various commercial activities like manufacturing of steel, motor vehicles, power, hotels, etc., thus playing a vital role in asset creation and nation building. Tata is a household name; even Reliance can be of no match to it. The very name Tata symbolizes the public trust of a great family engaged in business, industry and philanthropy. Its credibility has no match anywhere in the world. The common man does not know that Tatas does not belong to any particular family and the real owners are they themselves, the Tata Trusts being Public Charitable Trusts. The common man does not know that the Rs.5 lakh crores of their public wealth is given to the care of a few who practically appoint themselves and are accountable to none. Tata is a case which is sui generis, which has no parallels in history, nay, anywhere in the world. Ordinarily everywhere, except in Tatas, where an indenture is made and a settler places his property at the disposal of the trustees appointed by him, a dual ownership of the trustees and the beneficiaries is created. The trustees are accountable in law for the proper management or utilization, nay, both, of the properties so vested in them. So far as Maharashtra is concerned, as aforesaid, the affairs of the Trusts are governed by the Maharashtra Public Trusts Act, 1950. Under the said Act, the Charity Commissioner is invested with wide jurisdiction of supervision and control of public trusts. However, so far as the Tata Trusts are concerned, the said Act and the Charity Commissioner thereunder are teethless. 12. The Tata empireis not directly under the control of thePublic Trusts at all. The reason is that late Sir Jamshedji Tata, Sir Dorabji Tata and Sir Ratan Tata had bequeathed to the respective Trusts concerned, their entire shares and debentures in the various Tata Groups of Companies, namely, Tata Sons Limited, Tata Motors, Tata Chemicals, Tata Tea, Tata Steel, Indian Hotels, to name a few, apart from large extent of lands, buildings, precious jewelleries etc. Almost 80% of the shares of Tata Sons, the flagship Company of Tata conglomerates, are held by the Tata Trusts. But the Charity Commissioner has no jurisdiction over the Tata Sons Ltd., much less the various Tata Group of Companies, including the software giant TCS, supposed to be worth over Rs.1 lakh crore, becausethe Tata Sons Ltd., and various Limited Companies under the Tata Group are governed by the Companies Act, 2013, nay, its predecessor, the Companies Act of 1956. 13. This is an extremely peculiar situation. An asset worth more than Rs.5 lakh crores, if not more, which is a public property and belongs to every citizen of this country, the settlers of the said Trusts, namely, Sir Jamshedji Tata, Sir Dorabji Tata and Sir Ratan Tata, having bequeathed their property for a public charitable cause, as of now, is placed at the management of a handful of people, namely, the Plaintiffs beg to submit, Defendant No.29, Shri Ratan Tata and a few of his confidante, a few stalwarts of the industry, few ex-bureaucrats, and his friends in industry and commerce. Very few people know the gravity of the situation. For the common man, nay, even the press, the issues concerning the Tata empire, which came to the public domain because of the application instituted by the Shapoorji Pallonji Group, may be minority shareholders, before the NCLT complaining oppression and mismanagement, the CBI registering a case against Defendant No. 43, Shri Shiv Shankaran, who is alleged to be very close to Defendant No.29 Shri Ratan Tata, so too against Defendant No. 28, Managing Trustee of the Tata Trusts, are a feud between Defendant No.29 Shri Ratan Tata and Defendant No.40 Shri Cyrus Mistry. However, in reality, it is not so. It is all about the management of a business empire which is estimated to be worth more than Rs.5 lakhs of crores which entirely belongs to the public at large. It is in this perspective that the order dated 09.07.2018 passed by the NCLT rejecting the plea of Shapoorji Pallonji Group challenging the conversion of Defendant No.1 Company into a Private Limited Company assumes Himalayan proportion, concerns the Citizen of this Country. 14. The conversion of Defendant No.1 from a Public Company to a Private Limited Company, which Shapoorji Pallonji challenged before the NCLT and which challenge, the NCLT by order dated 09.07.2018 has declined, will mean an end to the legacy of more than 42 years when Tata Sons became a Public Limited Company. The difference between a Public Company and a Private Limited Company is so enormous and has far reaching ramifications, so far as the Public at large, the real beneficiaries, is concerned, which unfortunately was not pleaded or argued before the NCLT, much less was considered by it. The reason is that NCLT had not issued any notice to the public at large. The NCLT failed to notice that the controversy before it in so far as the conversion of Defendant No.1 from a Public Limited Company to a Private Limited Company is not merely concerning Defendant No.29, Shri Ratan Tata and Defendant No. 40 Shri Cyrus Mistry or Shapoorji Pallonji Group and the trustees of the Tata Trusts, but it concerns the entire citizens of this country inasmuch as the Tata empire belongs to the public at large. None before the NCLT, much less the NCLT itself, contemplated what great catastrophe it could be and its ramifications. 15. A Private Limited Company is almost akin to a private partnership firm. Once Defendant No.1 Tata Sons Limited becomes Tata Sons Private Limited, the Plaintiffs, so too the public at large, apprehend that there could be literal plunder of the Rs.5 lakh crores of public wealth which is placed at the disposal of a few, Shri Ratan Tata and a few of his confidante, a few stalwarts of the industry, few ex-bureaucrats, and his friends in industry and commerce. Whether they will abuse their absolute immunity from public scrutiny and accountability in the management of the said empire, which belongs to the public at large, is anybody’s guess. Sir John Dalberg-Acton, 8th Baronet, had said: “Power tends to corrupt, and absolute power corrupts absolutely”. Once the 1stDefendant Public Limited Company becomes a Private Limited Company, there will be none to properly control its affairs; the Board of Directors of the 1stDefendant Company is practically accountable to none; they are entirely at liberty to use the public wealth at their disposal in the form of a Private Limited Company in the righteous manner or otherwise. The Charity Commissioner has no control inasmuch as his jurisdiction is confined to the affairs of the various Tata Trusts. Once the conversion becomes a reality, Defendant No.1 Company will have no independent Directors. Look at the scenario as of 09.07.2018, the date of the pronouncement of the judgment by NCLT. Defendant No.1 was a Public Limited Company. Under Section 197 of the Companies Act, 2013 and the Rules made thereunder, the maximum sitting fees for a Director could only be Rs.1 lakh, but the Directors of Tata Sons Limited were reportedly drawing Rs.20 lakhs per sitting. The Directors, who include independent Directors, cannot be paid any remuneration other than the sitting fees, but the Plaintiffs are made to understand that they are paid Rs.2 crores per head as bonus. Once the Defendant No.1 Company becomes a Private Limited Company, there could be no such restrictions. The Directors, leading business magnates of Shri Ratan Tata, his confidante, few stalwarts of the industry, few ex-bureaucrats and his friends in industry and commerce, may draw crores andcrores of rupees towards their sitting fees and bonus. The conversion of Defendant No.1 Company into a Private Limited Company would mean the end of the entire Tata empire bequeathed by late philanthropists Sirs J.R.D. Tata, Sir Ratan Tata, Sir Dorabji Tata and Lady Meherbai Tata. Even Defendant No.29 Shri Ratan Tata, who is alleged to be instrumental in the conversion of Defendant No.1 Company into a Private Limited Company in his anxiety to settle score with Defendant No. 40 Shri Cyrus Mistry, would not have even in the wildest of his dreams contemplated the real ramifications of his action, apparently out of anger. 16. The Plaintiffs are concerned about the real threat of the Tata empire, the world’s largest philanthropic venture, being squandered, if not today, certainly tomorrow. Defendant No.29 Shri Ratan Tata would not have contemplated such a scenario and is all likely to be indeed grateful to the Plaintiffs for bringing that core issue to the public domain and for its determination by this Hon’ble Court in the instant Suit. The Plaintiffs say so because they are no adversaries; they have no quarrel or enmity towards Defendant No.29 Shri Ratan Tata, though the allegation of corruption against Defendant No. 36Shri R. Venkatramanan, Managing Trustee of Tata Trusts; so too of favouritism shown to Defendant No. 41 at the cost of Tata empire, certainly are disturbing ones. 17. As aforesaid, the Plaintiffs have nothing against Defendant No.29 Shri Ratan Tata. But the allegations that of his (a) acting in violation of the trust reposed in him, the Tata Sons in reality being nothing but a property of the public at large and (b) allowing Defendant No.41 Shiv Shankaran and his Company Sterling Infotech Ltd., to unjustly enrich about Rs.885 crores at the cost of Tata Sons by virtue of allotment of equity shares are too disturbing in so far as the Plaintiffs and the public at large, are concerned. It is alleged that the allotment of shares of Tata Tele Services Ltd. (TTSL) to Sterling Infotech Ltd., has meant a loss to the tune of Rs.468 crores to TTSL and a gain of equal amount to Sterling Infotech Ltd. It is also alleged that NTT Communications, a Japanese telephone Company, made an investment in TTSL by acquiring 20% of its equity; that the said Company also agreed to make a further investment of 6% of the equity of TTSL by purchasing the shares of the existing shareholders and that Defendant No.1 caused an agreement to be entered into with the Japanese Company only to facilitate Defendant No. 41 Shri Shiv Shankararan/his Company Sterling Infotech Ltd., to enrich unjustly at the cost of TTSL. It is also alleged that Tata Docomo was a catastrophe; that it was a colossal failure of business acumen and judgment and has resulted in an amount of Rs.8,500 crores being ordered to be deposited by TTSL in the Hon’ble High Court of Delhi; that Sterling Infotech Ltd., the Company of Defendant No.41 Shiv Shankararan, was also liable in terms of the judgment of the Delhi High Court and the amount of Rs.8,450 crores deposited by TTSL covered a liability to the tune of Rs.694 crores to be borne by Defendant No.41/his Company. There are various other serious allegations in the public domain. There are various allegations about the mismanagement, nay, plunder of the estates, properties, assets, income, and revenue of the TATA Trusts. The very fact, the CBI had recently even conducted a raid of the Office of the TATA Trust, as reported in Business Today, Economic Times, itself, could be a tip of the proverbial iceberg. The Plaintiffs have arraigned the TATA Trust and its Trustees as Defendants, so too, the TATA Sons and its Directors as Defendants, since no allegations could have been made behind their back, even while the Plaintiffs were merely referring to the large mass of material against them as appearing in the public domain/ in judicial proceedings. 18. All that the Plaintiffs believe is that there could be no smoke without fire. All these alleged misdemeanor, alleged mismanagement, of investing about Rs.80,000 crores in the British loss making Steel Company Corus, once a cash rich Tata Sons allegedly borrowing Rs.45,000 crores, all happened when Tata Sons remained to be a Public Limited Company.It’s beyond the imagination of the Plaintiffs, to gauge the misdemeanors,mismanagements, once it is a Private Limited Company. It is for this reason, the instant Suit is filed. It is difficult to believe that there is no truth in these allegations in the public domain as against, the current trustees of Tata Sons; so too its Directors. The pertinent question is what could be the consequence if the decision to allow conversion of Defendant No.1 from a Public limited Company to a Private Limited Company, which stands approved by the NCLT, is allowed to sustain in the light of the aforesaid allegations. The Plaintiffs beg to submit that the entire Tata Empire, the public property, is all likely to be plundered. 19. The instant case raises questions of law which probably can have no parallels in legal history. What is at stake and what is at peril is the interests of the beneficiaries of Public Trusts, the common men. However, neither the Charity Commissioner under the Maharashtra Public Trusts Act, 1950 nor the NCLT established under the Companies Act, 2013 is invested with the jurisdiction to grant the remedies which are invested in the Plaintiffs as members of the general public who are aggrieved by violation of their rights as beneficiaries of the assets and properties of the Tata Trusts, which in reality is the entire Tata empire. 20. It is a fundamental principle of law that where a statute, which has created respective rights and obligations, has not provided for a mechanism to enforce them, the Civil Court’s jurisdiction is not ousted. It is also well settled that if the forum created in substitution of the Civil Court does not provide for enforcement of the remedies as a Tribunal in substitution of the Civil Court, the Civil Court’s jurisdiction is not ousted. In other words, there could be no ouster of the Civil Court’s jurisdiction unless the forum or Tribunal created in substitution of the Civil Court is empowered and competent to deal with what the Civil Court has been barred from. This being the indisputable legal position, the NCLT has jurisdiction to address the grievance of the Plaintiffs, the public at large, in which case it was not competent for it to have adjudicated the plea for conversion of Tata Sons Limited, a Public Limited Company, to Tata Sons Private Limited without notice to the public at large and without affording them due opportunity of hearing in terms of Order I Rule 8(2) of the Code of Civil Procedure or in terms of Section 245 of the Companies Act, 2013. The NCLT having not heard or considered the violation of the rights of the public at large, its order dated 09.07.2018(Exhibit “E” hereto) by which it has put its seal of approval for the conversion of Tata Sons Limited, a Public Limited Company, to Tata Sons Private Limited is liable to be declared as void. 21. The most pertinent question is the locus standi of the Plaintiffs, the cause of action which they assert to be invested in them to maintain the instant Suit and to seek the remedies sought for herein, which are in the realm of both public law and private law. On a narrow, pedantic and technical perspective of the matter, Tata Sons was originally incorporated as a Private Limited Company, which came to be deemed as a Public Limited Company and later, with the coming into force of the Companies Act, 1923, it was sought to be converted into a Private Limited Company of which all that was apparently required was a Resolution by the Board of Directors of the Company and a consequent conversion by the Registrar of Companies in the records maintained by him, a controversy which primarily concerning the feuding shareholders of the Company and none else. But in reality, it is all about the affairs of an entity which is today worth Rs.5 lakhs crores, belonging to the de facto owners, the public at large. When the TATA empire is mismanaged, as is alleged by the minority shareholders, when the Company’s affairs are shoddy, a virtual scam, which is what it is alleged to be, if such allegation is true, what is in jeopardy is the interests of the common man. The unfortunate fact is that the common men, the real stakeholders, have no real forum to seek justice or redress their grievance. The reason is simple. The scenario, as in the instant case, has no parallel anywhere in the world, nay, in the legal history. Had the Tata empire been directly held by the trustees, they would have been accountable under the Maharashtra Public Trusts Act, 1950. But it is not so. The Tata empire is literally owned by the Tata Trusts. The Tata Sons Limited is under the control and management of its Board of Directors; so too the various Companies which come under the Tata flagship. The Charity Commissioner has no control over them; they are governed under the Companies Act. With the NCLT putting the seal of approval for the conversion of Tata Sons from a Public Limited Company into a Private Limited Company, the public at large or the Government or any other authority has no control over the affairs of Tata Sons, nay, the Tata agglomerate, if their affairs are indeed conducted in a manner contrary to the public interest, as is alleged. 22. Today, Defendant No.29 Shri Ratan Tata symbolizes the Tata empire. The common man who has no idea about the intricacies of the actual ownership of the Companies, will not lend his ears to any allegation of mismanagement because for him Defendant No.29 is the Tata empire, the Tata family, the benevolent entrepreneur who has served the country over generations selflessly, promoted industry and commerce; so too charity. Think of tomorrow where the octogenarian, Defendant No.29, is no more. Then the Tata empire will be in the hands of a few people who have nothing to do with the Tata family in the eye of the common man. Today the common man may not be emotionally disturbed if he were to hear about mismanagement of the Tata empire because it belongs to Defendant No.29, the Tata family. If it is run negligently by a few people who have nothing to do with the Tata family, the common man will raise his voice, he will be disturbed and disquiet. This Suit is all about the legacies of Tatas, the future of TATA. 23. As aforesaid, in the light of the allegations of mismanagement of the Tata empire, the public at large can think of no authority, agency or forum before which he could complain of. Whether the NCLT has jurisdiction and, if so, to what extent and parameters, is not certain; there is also no certainty as to whether the Charity Commissioner has jurisdiction and, if so, to what extent. Under Section 245 of the Companies Act, 2013, the jurisdiction of the Civil Court is barred. Even if one were to remind himself that even where a statute expressly bars the jurisdiction of the Civil Court unless such statute provides for another forum invested with the jurisdiction of the Civil Court, the jurisdiction of the Civil Court is not barred, then also, so far as the common man is concerned, there is an uncertainty as to where he could go. Ubi jus, ibiremedium– where there is a right there is a remedy – is a fundamental principle of law. Therefore, the Plaintiffs are entitled to invoke the jurisdiction of the Hon’ble High Court under Article 226 of the Constitution since it is not clear whether any alternative procedure or forum is available to them even if it is to be assumed that there is one for the enforcement of their remedies. 24. In the above circumstances, the Plaintiffs invoked the jurisdiction of the Hon’ble High Court of Judicature at Bombay under Article 226 of the Constitution by instituting Writ Petition No. 3104 of 2018 since they were advised that the jurisdiction under Article 226, though prerogative, nay, discretionary and extraordinary, could be invoked to do justice where there is no effective alternative remedy or procedure and in its discretion the Hon’ble High Court is empowered and competent to grant all the reliefs which this Hon’ble Court as a Court of plenary jurisdiction is empowered and duty bound to do. The Hon’ble High Court, however, by order dated 17.10.2018 was pleased to relegate the Plaintiffs, the Petitioners therein, to this Hon’ble Court exercising ordinary civil jurisdiction. A copy of the said Writ Petition being voluminous, the Plaintiffs seek leave of this Hon’ble Court to produce the same at the time of the trial. A copy of the order dated 17.10.2018 passed by the Hon’ble High Court in the said Writ Petition is produced as Exhibit “E”. 26. The Plaintiffs, also on being advised, may be as a matter of abundant caution, filed an application for intervention as a third party to the appeal preferred Defendant No. 40 Shapoorji & Pallonji before the NCLAT, Delhi in challenge of the order dated 09.07.2018 passed by the NCLT in the application instituted by it against Tata Sons. The Hon’ble NCLAT, Delhi, by order dated 31.10.2018, was pleased to dismiss the said application for intervention holding that it has no jurisdiction to entertain the appeal, its jurisdiction being confined to the narrow realm as an appellate authority against the decisions of the NCLT which are taken before it in appeal. A copy of the order dated 31.10.2018 passed by the NCLAT is produced as Exhibit “F”. The Plaintiffs have been advised to take the said decision of the NCLAT in appeal before the Supreme Court, which they intend to pursue as early as it could be. For further completion of facts the Plaintiffs state that the Plaintiff as a matter of abundant caution have also instituted a Miscellaneous Application No. 968 of 2018 before the NCLT for review of the Order dated 09.07.2018 and the same is pending adjudication. Hereto annexed and marked Exhibit- “G” is the copy of the Miscellaneous Application No. 968 of 2018 in C.P No. 82 (MB) of 2016. 27. The legal position as of now is that the Hon’ble High Court and the NCLAT have taken the view in no unmistakable terms that the jurisdiction to adjudicate the cause of action, the adjudication of which the Plaintiffs have sought at the hands of this Hon’ble Court, is not amenable before them under Article 226 or the Companies Act on the manifest premise that this Hon’ble Court as a Court of ordinary civil jurisdiction is competent and duty bound to embark upon an inquiry on any controversy placed for its determination unless its jurisdiction is expressly barred and that it is settled in law that exclusion of the jurisdiction of the Civil Court ought not to be readily to be assumed, the burden being on the part of the party before the Civil Court to establish that its jurisdiction is ousted. 28. The Plaintiffs are constrained to institute the instant suit in their own interest as the public at large for whose benefit the corpus, income and revenues of the Tata Trust are to be utilized; so too the public at large since the current management of the Tata Trust and Tata Sons, the latter being nothing but the nominees of Tata Trust, are acting contrary to the interest of the Trust, nay, the public at large. As aforesaid, the investment by Tata Trust of thousands of crores of rupees in the bleeding British major Corus; so too in Tata Docomo, which has resulted in an unthinkable scenario where Tata Sons, a cash rich Company, is compelled to take a loan of Rs.45,000 crores from Banks and Financial Institutions, is all set to take even more calamitous and a risky decision. Aviation industry today is one of the most risky and calamitous industry from the point of view of any investor. Yet, Tata Sons is keen to acquire Air India, which the Government of India, to make it operational is investing Rs.50 thousands of rupees; so too Jet Airways, which too is facing huge losses. Kingfisher has incurred a loss of thousands crores of rupees in its business on account of its borrowings from Public Sector Banks and Financial Institutions, which eventually has to be borne by the public at large. A time has come where beneficiaries of Public Trusts, namely, the public at large, have a say in its affairs and the companies owned by the Public Trust. Hence, the instant Suit for emergent reliefs while, at the same time, seeking leave of this Hon’ble Court for dispensation of notice under Section 80 CPC to Defendant Nos.45, 46 and 47, the Union of India, State Government and the Charity Commissioner, who are vested with undeniable jurisdiction, the executive enjoying powers in terms of the concept of eminent domain, namely, the executive is free to do whatever is not expressly barred by law and its residuary power extends to the domain which has not been expressly regulated by any Act. 29. The Plaintiffs crave leave of this Hon’ble Court to add to alter, amend and/or modify any of the aforesaid grounds as and when required. 30. The instant Suit is not barred by the doctrine of estoppel or res-judicata. 31. The Plaintiffs state that requisite Court-fee of Rs. 250/- as per Rules has been paid. 32. The Plaintiffs state that the instant Suit is filed within limitation and it is not barred by delay or laches.33. The Plaintiffs state that the cause of action has arisen in Mumbai and hence this Hon’ble Court has jurisdiction to entertain this Petition. 34. The Plaintiffs state that they shall rely upon documents a list whereof is annexed hereto. 35. The Plaintiffs state that no other alternate efficacious remedy is available to the Plaintiff than to institute this instant Suit.36. The Plaintiffs state that the Defendant THE PLAINTIFFS, THEREFORE, PRAY THAT THIS HON’BLE COURT BE GRACIOUSLY PLEASED TO: i) declare that the Resolution dated 21.09.2017 (Exhibit “D” hereto) adopted by Defendant No.1 for conversion of Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a Private Limited Company, is without jurisdiction and one rendered void ab initio; j) declare that the order dated 09.07.2018 (Exhibit “E” hereto) passed by the National Company Law Board, Mumbai, allowing conversion of Defendant No.1 Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a Private Limited Company,is one rendered void ab initio, being rendered without hearing the public at large, who are adversely affected thereby; k) quash and set aside the Resolution dated 09.07.2018 (Exhibit “D” hereto) adopted by Defendant No.1 for conversion of Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a Private Limited Company, which has received the seal of approval of the National Company Law Board, Mumbai, by its order dated 09.07.2018 (Exhibit “E” hereto); l) quash and set aside the order dated 09.07.2018 (Exhibit “E” hereto) passed by the National Company Law Board, Mumbai, as void ab initio in so far as the findings and observations therein, are prejudicial to the interest of the public at large, the real owners of the TATA Empire / the beneficiaries of the TATA Trusts ; m) declare that the Charity Commissioner exercising jurisdiction under the Maharashtra Public Trusts Act, 1950, and the Rules made thereunder, has all the powers under the said Act and the Rules, over the affairs and management of Defendant No.1 Tata Sons, nay, the Tata agglomerate, as if Defendant No.1 and the Tata agglomerate are Public Charitable Trusts, the Tata empire being, except for the minority shares of Shapoorji Pallonji Group, the property of Public Charitable Trusts; n) direct the Union of India and/or the Government of Maharashtra to consider the feasibility of bringing appropriate legislation to ensure that the affairs of Defendant No.1 Tata Sons Ltd., and the Tata empire, which is the de facto property of the public at large, are not mismanaged and the said property is not squandered or plundered by vested interests; o) grant exemption to the Plaintiffs from serving notice on Defendant Nos.45, 46 and 47 under Section 80 of the Civil Procedure Code, 1908 because if the suit is to filed after service of such notice on the said Defendants, the very purpose of the suit is likely to be defeated in many sense; p) restrain Defendant No.1, its Directors and Defendant No. 29 from taking any major decisions which are likely to put Tata Sons, nay, Tata Empire, which belongs to the public at large, to jeopardy and, in particular, acquiring any bleeding or risky entrepreneurs like Air India and Jet Airways; INTERIM RELIEF a) grant an ad-interim injunction restraining and prohibiting the Defendant No.1 from proceeding any further in furtherance of its Resolution dated 21.09.2017, converting itself from a Public Limited Company to a Private Limited Company and the Defendant No. 50, the Registrar of Companies, from making any changes in the records maintained by it so too stay the operation and effect of the Order dated 9.7.2o18 passed by the NCLT, Mumbai, in so far as it is prejudicial to the interests of the public at large, the real owners of the TATA Empire / the beneficiaries of the TATA Trusts;b) grant an ad-interim injunction restraining and prohibiting the Defendant No.1, its Directors and Defendant No. 29 from taking any major decisions which are likely to put Tata Sons, nay, Tata Empire, which belongs to the public at large, to jeopardy and, in particular, acquiring any bleeding or risky entrepreneurs like Air India and Jet Airways pending the hearing and final disposal of the above suit; c) pass such further and other orders as the nature and circumstances of the case may require. SUNIL SHANTISARUP GUPTA PlaintiffNo. 1 HARISH LUTHRIAPlaintiff No.2 (ROHINI M. AMIN)Advocate for the Plaintiffs VERIFICATION I, SUNIL SHANTISARUP GUPTA, Plaintiff No.1 herein, residing at Flat No1, 3rd. Floor, MitraKunj, 16, Pedder Road, Mumbai – 400026 for self and on behalf of Plaintiff No. 2 do hereby solemnly declare that what is stated in paragraphs 1 to ____ of the foregoing Suit are true to my own knowledge and belief and what is stated in the remaining paragraphs _______ are based on information which I believe to true and correct. Solemnly declared at Mumbai ]this __ of November, 2018. ] Plaintiff No.1 Advocate for the Plaintiffs I am not a member of the Advocate Welfare Fund. I am affixing the stamp of Rs.20VAKALATNAMA IN THE BOMBAY CITY CIVIL COURT AT BOMBAY S.C. SUIT NO.________ OF 2018 1. SUNIL SHANTISARUP GUPTA Adult Indian Inhabitant of Mumbai,Residing at Flat No1, 3rd. Floor, MitraKunj,16, Pedder Road,Mumbai – 400026 2. HARISH LUTHRIAAdult Indian Inhabitant of Mumbai,Residing at: R. C. Barrack No. 3, Room No. 25, Near Maitri Hotel, Chembur Colony, Mumbai. … Plaintiffs Versus 1. Tata Sons Private Limited (Originally known as Tata Sons Limited)Bombay House,24, Homi Mody Street,Mumbai-400 001,represented by its Chairman andManaging Director. 2. Shri Natarajan Chandrasekaran, Chairman, Tata Sons Limited,Bombay HouseFort, Mumbai. 3. Shri Venu Srinivasan, Director, Tata Sons Limited, and CMD of TVS Motor Co.,Bombay HouseFort, Mumbai.Also at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 4. Shri Vijay Singh, Non Executive Director of Tata Sons Limited,Bombay HouseFort, Mumbai.Also at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 5. Shri Nitin Nohria, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, Mumbai 6. Shri Ronen Sen, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 7. Ms. Farida Khambata, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 8. Shri Ajay Piramal, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor, Cuff Parade, Mumbai.9. Shri Amit Chandra, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 10. Dr. Ralf Dieter Speth, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 11. Shri Bhaskar Bhat, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 12. Shri Saurabh Agrawal, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 13. Shri Harish Manwani, Director of TATA Sons Ltd.And also Trustee of “TATA Trusts”Bombay House Fort, MumbaiAlso at: World Trade Centre,26th and 27th Floor,Cuff Parade, Mumbai 14. F.N. Subedar, Director of TATA Sons Ltd.Bombay HouseFort, Mumbai. 15. Sir Ratan Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 16. Tata Education and Development TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 17. NavajbaiRatan Tata Trust,Bombay House,Fort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 18. BaiHirabai J N Tata Navasari Charitable TrustBombay House Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 19. SarvajanikSeva TrustC/o Sir Ratan Tata Trust,Bombay House, HomiMody Street,Bombay- 400 023Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 20. Sir. Dorabji Tata trustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai J.R.D. Tata TrustBombay House, Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai 21. Lady Tata Memorial TrustBombay HouseFort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 22. Jamshetji Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 23. Tata Social Welfare TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 24. J. N. Tata EndowmentBombay HouseFort, Mumbai. Bombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 25. R.D Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 26. The J.R.D and Thelma Tata TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 27. Lady Meherbai D Tata Education TrustBombay HouseFort, Mumbai.Also at:World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 28 Managing Trustee, “Tata Trusts”Bombay House Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai 29. Shri Ratan Tata,Chairman, TATA Trust Also The Chairman Emeritus Of TATA Sons Ltd.World Trade Centre, 26th and 27th Floor,Cuff Parade, Mumbai 30. Shri N.A. Soonawala,Trustee of “TATA Trusts”Bombay House Fort, Mumbai.Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai 31. Shri S.K. Kawarana,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 32. Shri R.K. Krishnakumar,Trustee of “TATA Trusts”Bombay HouseFort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 33. Prof. S.N. Chitre,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 34. Dr. M. Chandy,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 35. Dr. Suma Chitnis,Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 36. Shri R. Venkatraman, Managing Trustee, “Tata Trusts” Bombay House Fort, Mumbai. Also at:World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 37. Dr. P B Desai Trustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 38. Dr. Armaiti DesaiTrustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 39. F.N PetitTrustee of “TATA Trusts”Bombay House Fort, Mumbai. Also at: World Trade Centre, 26th and 27th Floor, Cuff Parade, Mumbai. 40. Shri Cyrus Pallonji Mistry, Shapoorji Pallonji and Company Ltd., Contractor Building, 41, R. Kamani Road, Ballard Estate, Fort, Mumbai- 400 001 Also At: Shapoorji Pallonji Real Estate S.P Centre, 41/44, Minoo Desai Marg, Colaba, Apollo Bunder, Mumbai- 400 005 41. Shri Shiv Shankaran, Chairman and President of SIVA Industries & Holding Ltd. Beliciaa Towers, Chennai, Tamil Nadu 600028 42. Sterling Infotech LtdBeliciaa Towers,Chennai, Tamil Nadu 600028 43. Tata DOCOMOCorporate OfficeA, E & F Blocks Voltas PremisesT. B. Kadam MargChinchpokli, Mumbai – 400033 Fax: 022-61655020 44. The National Company Law Tribunal, 6th Floor, Fountain Telecom Building, 1, Mahatma Gandhi Road, Fort, Mumbai-400 001. 45. The Charity Commissioner, 3rd Floor, Dharmaday Ayukta Building,Opposite Garment House,Dr Annie Besant Road,Worli Naka, Maya Nagar, Siddharth Nagar, Worli, Mumbai, 400018 46. The State of Maharashtra, represented by its Chief Secretary, Mantralaya, Mumbai-400 032. 47. Union of India, represented by the Secretary, Ministry of Corporate Affairs, New Delhi- 110002 48. The Registrar of Companies BKC, Bandra East, Mumbai-400 050. 49. Air India, Air India Building, 235, Vidhan Bhavan Marg, Nariman Point, Mumbai, Maharashtra 400021 50. Jet Airways,Siroya Centre, Sahar Airport Rd, Ashok Nagar, Andheri East, Mumbai-400099 … Defendants ToThe Registrar City Civil Court at BombayMUMBAI Sir, We, (1) SUNIL SHANTISARUP GUPTA and (2) HARISH LUTHRIA the Plaintiffs herein, do hereby appoint, Mrs. ROHINI M. AMIN, Advocate, to act, appear and plead for us in the above petition. IN WITNESS WHEREOF We have subscribed my hand hereto. Dated this ____ day of December, 2018. (1) SUNIL SHANTISARUP GUPTA (2) HARISH LUTHRIA Accepted MRS. ROHINI M. AMINAdvocate27, Darashaw Building,1st Floor, 24 Jambul Wadi, Dhobi Talao, Mumbai- 400 002Mob: 9920477447 IN THE BOMBAY CITY CIVIL COURT AT BOMBAY S.C. SUIT NO.________ OF 2018 Sunil Shantisarup Gupta and Anr.. … Plaintiffs Versus Tata Sons Private Limited & Ors … Defendants MEMORANDUM OF REGISTERED ADDRESS MRS. ROHINI M. AMIN Advocate for Plaintiffs 27, Darashaw Building, 1st Floor, 24 Jambul Wadi, Dhobi Talao, Mumbai- 400 002 Mob: 9920477447 Advocates Code: I3636 O.S Registration No. 7910 IN THE BOMBAY CITY CIVIL COURT AT BOMBAY S.C. SUIT NO.________ OF 2018 Sunil Shantisarup Gupta and Anr.. … Plaintiffs Versus Tata Sons Private Limited & Ors … Defendants LIST OF DOCUMENT SR. NO. PARTICULARS PAGE NO.============================================================1. EXHIBIT-“A”Copy of table of the shareholdingpattern of Tata Sons 2. EXHIBIT-“B” Copy of relevant pages of the will of late Sir Ratan Tata

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