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Regular-article-logo Sunday, 27 April 2025

Mistry loses TCS chair

Tatas signal wider offensive, line up EGMs

Our Special Correspondent Published 11.11.16, 12:00 AM
Mistry

Mumbai, Nov. 10: The Tatas removed Cyrus Mistry, the former chairman of the Tata group, from the position of chairman of Tata Consultancy Services (TCS) today and accused him of orchestrating efforts to "take control of main operating companies of the Tata group to the exclusion of Tata Sons and other Tata representatives".

Tata Sons is the holding company for the $103-billion group and holds a 73.26 per cent stake in TCS, the $16.5-billion software giant.

This is the first operational group company from which Mistry is being removed after being dismissed as chairman of Tata Sons on October 24.

Bombay House also announced plans to call extraordinary general meetings of TCS and Indian Hotels Company Ltd to seek shareholders' approval to remove him from the board of directors of the two companies.

"It was fair expectation that Mr Mistry would gracefully resign from the boards of other Tata companies on being replaced from the position of chairman of Tata Sons. This expectation was in line with convention, past practice, as well as Tata governance guidelines that were approved and adopted by Tata Sons under the aegis of Mr Mistry," the Tatas said in a nine-page note placed in the public domain.

In a filing with the stock exchanges, TCS said Ishaat Hussain, an old and trusted Tata executive, would replace Mistry as interim chairman till a new incumbent is found. Hussain had chosen to abstain when the directors of Tata Sons voted out Mistry at the October 24 meeting after expressing a lack of faith in his leadership.

The move to remove Mistry from the board of Indian Hotels comes after independent directors came out in strong support of his leadership of the loss-making company at a board meeting on November 4.

The Tata group's stake in Indian Hotels is 38.65 per cent, which means it will need support from institutional investors at the shareholders' meeting to remove Mistry.

The Tatas claimed the right to remove Mistry from the chairman's post at TCS on the strength of Article 90 of the Articles of Association of the company that confers on Tata Sons the right to nominate the chairman of the board of directors as long as it holds at least 26 per cent of the paid-up equity share capital of the company.

The sudden and precipitate action against Mistry, who has fallen out of favour with the Tata group headed by interim chairman Ratan Tata, signals the group's resolve to finally slam the doors on the former chairman whose family owns an 18.4 per cent stake in Tata Sons.

However, independent directors continue to frustrate the Tata group's efforts to force Mistry out. Today, independent directors of Tata Chemicals "unanimously affirmed their confidence in the board, its chairman and the management in the conduct of the company's business".

Under provisions of the Companies Act, 2013, TCS and Indian Hotels can call shareholders' meetings within 21 days and hold them within 45 days of the requisition. Corporate governance experts said a simple majority of the shareholders voting in favour of the resolution would seal Mistry's fate.

Reports suggest that the move to replace Mistry as chairman of TCS had been brewing for some time and a final decision was taken at a late-night huddle on Wednesday between Ratan Tata and key advisers.

In the note, the Tata group accused Mistry of trying to subvert the traditional structures within the group to grab control of the main operating companies within the group.

It said Mistry had adopted a "clever strategy planned and systematically achieved over the last four years" of placing himself as the only Tata Sons' representative on the boards of the operating companies.

The note added: "Tata Sons has historically exercised control over its group companies through its shareholding and commonality of senior directors... which had acted as a binding force in the group for many years."

"We now have an unacceptable new structure where the (Tata Sons) chairman alone is the only common director across several companies and this situation could not be allowed to go on," the note said.

The group accused Mistry of trying to gain control of Indian Hotels "with the support of the independent directors of the board". The note said Mistry had carefully planned a strategy to "frustrate Tata Sons' ability to exercise influence and control on IHCL".

The group also slammed Mistry's performance over the past four years and charged him with cranking up the group's borrowings from Rs 155,863 crore in March 2012 to Rs 225,740 crore, and trying to tarnish the image of Ratan Tata and running down the latter's legacy by highlighting only the problems of the so-called "hotspots" - Tata Steel Europe, Tata Teleservices and the Indian operations of Tata Motors - without trying to conceive a solution to the problem.

Mistry's office issued a terse note to rebut the fresh charges. It said the Tata Sons' media release had used "selective data, unsubstantiated claims and half truths without a word of explanation as to why it became necessary to remove him summarily violating natural justice and without explanation".

"The Tata Sons statement reflects desperation. All the reasons... should have been recorded in the minutes of the many Tata Sons board meetings held over four years of Mr Mistry's chairmanship.... Unfortunately for them, no such record exists," the note added.

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