Cyrus Mistry to TCS: Fighting to save the soul of Tata Group

Facing the axe from the board of Tata Group's crown jewel Tata Consultancy Services (TCS), ousted chairman Cyrus Mistry on Tuesday said he is not hankering for office and his fight is to save the soul of India's largest conglomerate.

Mistry, who was on Monday ousted as director from the board of Tata Industries, told shareholders of TCS in a letter that "good governance" has been thrown to the wind in the past several weeks and replaced by "whims, fancies and personal agenda".

"We have witnessed an unmatched erosion of ethical values and the very foundation of the institution being put to grave risk by the conduct of a few," he said.

Mistry's statement was read out at the Extraordinary General Body Meeting of TCS shareholders by the company secretary. Group chairman Ratan Tata was seated on the first row at the EGM.

Mistry was on October 24 abruptly removed as chairman of Tata Sons—the holding company of the $103-billion salt- to-software group. His predecessor Ratan Tata was brought back in the interim, and has moved quickly to consolidate his position by seeking Mistry's removal from boards of key listed and unlisted group companies.

By virtue of its over 73% holding, Tata Sons removed Mistry as chairman of TCS last month and ordered the company to call an EGM of the shareholders to consider his ouster as director on the company board. EGMs of other operating companies are scheduled for the next week.

"Since the requisitionist's stake in the equity share capital of the company (TCS) is over 73%, the outcome in this particular meeting is a foregone conclusion," Mistry said in his statement.

He said his refusal to go without resistance has been misinterpreted as a measure of retribution for how he was treated at Tata Sons, a fight for control over operating companies and a hankering for office.

"None of the above is true," he said. "The fight is a matter of principle rather than facing the foregone outcome."

Stating that the very future of TCS hinges on good governance and ethical practices, he said that can flow only from the promoter and needs to permeate into the board of management.

"In the past several weeks, we have seen good governance being thrown to the wind in every sense of the term, replaced by whims, fancies and personal agenda. We have witnessed an unmatched erosion of ethical values and the very foundation of the institution being put to grave risk by the conduct of a few," he said without naming anyone.

He said he was "fighting to save the soul of the Tata Group".

"Whatever be the decibel level of the voice that would drown your vote, I call on you to vote with your conscience and send a signal that catalyses a larger discussion on governance reform, to save the very fabric of what we have all inherited—the Tata Values that our founders handed us," he added.