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Conferment of all power in one man or a high command is unethical: Cyrus Mistry

In a no-holds-barred attack on Tata Sons and its group patriarch Ratan Tata, ousted Chairman Cyrus Mistry on Monday sought the government's intervention to remedy and repair the breakdown in the governance of trusts managing Tata Sons, the holding company of the $100 billion software-to-steel conglomerate.

Mail Today Bureau | December 6, 2016 | Updated 16:08 IST
Conferment of all power in one man or a high command is unethical: Cyrus Mistry

In a no-holds-barred attack on Tata Sons and its group patriarch Ratan Tata, ousted Chairman Cyrus Mistry on Monday sought the government's intervention to remedy and repair the breakdown in the governance of trusts managing Tata Sons, the holding company of the $100 billion software-to-steel conglomerate.

In an oblique reference to Ratan Tata, Mistry said conferment of all power in one man or a high command is unethical and a breach of trust.

Reaching out to shareholders of six Tata group firms, where promoters have called EGMs to remove him from their boards, Mistry said, "The Tata Group is no one's personal fiefdom: it does not belong to any individual, not to the trustees of Tata Trusts, not to the Tata Sons directors, and not to the directors of the operating companies. It belongs to all the stakeholders, including every one of you."

In his letter to shareholders ahead of the EGM to remove him from leading software company TCS on December 13, Mistry questioned why no reasons were cited for his dismissal and wondered if this was another case of Ratan Tata's arbitrary functioning.

The impression sought to be created was that there was something unspeakable underlying his inexplicable and unreasonable conduct. More importantly, the signal was that Ratan Tata had an absolute right to do as he willed without having to explain himself to anyone, Mistry said.

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"It is critical that serious decisions of severe magnitude and consequence are not taken whimsically, without much thought, or for unstated collateral objectives," said Mistry, whose family owns 18.4 per cent in Tata Sons.

Various Tata Trusts of which Ratan Tata is lifetime chairman, owns 66 per cent in Tata Sons, and are all public trusts.

It is necessary to have a strong method of checks and balances in the trustees' decisions, particularly if decisions they take could indirectly give them personal benefits, he said in the letter.

Mistry has earlier leveled accusations against Ratan Tata over his entering the aviation business, use of corporate jets and lack of judgement in investments which had to be written-off.

Stating that his attempts to effect reform in the group's working were cut short with his abrupt dismissal on October 24, Mistry pitched for government intervention in the matter. In the absence of an appropriate governance structure and ethical behaviour of trustees, it would become an inherent obligation of the government to remedy and repair breakdown in the governance of such trusts, Mistry said.

Mistry expressed fears of the vision of the Tata founders being under threat unless governance reforms are initiated.

Stating that two directors had abstained during the vote on his dismissal, Mistry underlined that those who voted him out included three nominee directors of Tata Trusts and three newly-inducted directors, who had sat only for one such meeting previously.

He further alleged that two of the three new directors were inducted on the recommendation of Ratan Tata.

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