Mistry charges Tata to be insecure about legacy

Mumbai: Charging Ratan Tata of being insecure about his legacy, ousted Tata Sons Chairman Cyrus Mistry today alleged that the veteran industrialist sent out signal that he had an absolute right to do as he willed without having to explain himself to anyone.

Stating that he had treated Tata "with the respect and dignity that he can command", Mistry said: "Indeed, a retired chairman can always feel that his "legacy" is under threat.

But a retired chairman can also move on without feeling insecure about his legacy and have the emotional stature to know that what was once a right decision at one point in time may not be a right decision at another point in time."

In a representation to the shareholders of six Tata firms that have called extraordinary general meetings to discuss a resolution seeking his removal as director, Mistry alleged that Tata refused to reply as to why he was removed as Chairman of Tata Sons in October when asked at a meeting of CEOs of Tata Group companies.

"Mr Ratan Tata is reported to have replied that 'the answer will probably go with me to my grave'. Therefore, the impression sought to be created was that there was something unspeakable underlying his inexplicable and unreasonable conduct.

"More importantly, the signal was that Mr. Ratan Tata had an absolute right to do as he willed without having to explain himself to anyone," Mistry wrote. Taking a dig at Tata's style, he said: "Acknowledging that change is a constant in the dynamic business world and gearing up to adapt to change is what business leadership is made of."

He also accused Tata and former Vice-Chairman of Tata Sons N A Soonawala, as trustees of Tata Trusts, of "abusing" veto rights of Trustee-Nominated Directors to dictate to the directors on how Tata Sons should conduct itself.

"They (Tata and Soonawala) interpreted the Articles of Association to mean that they could call for information and seek discussions on any subject they considered material.

In the view of these trustees, the Board of Tata Sons was answerable to them and through the Trustee-Nominated Directors, they could not only call for such information but also dictate what decisions must be taken by Tata Sons," Mistry said.

According to him, the Articles of Association of Tata Sons provide a right to the Tata Trusts to nominate one-third of directors of the Tata Sons Board. These Trustee-Nominated Directors had a special veto right  the power to say "no" to any decision of the Tata Sons Board.

Mistry said when he took charge as Executive Chairman, the Articles of Association of Tata Sons were modified to ensure that certain decisions relating to operating companies of the Tata Group were mandatorily placed before the Tata Sons Board.