Before crucial general meeting, Cyrus Mistry asks TCS shareholders to listen to their conscience, read full text

Mistry was abruptly ousted as chairman of Tata Sons � the holding company of the USD 103 billion salt-to-software conglomerate � on October 24

Before crucial general meeting, Cyrus Mistry asks TCS shareholders to listen to their conscience, read full text

In a last minute appeal to Tata Consultancy Services shareholders before the extraordinary general meeting (EGM) called to oust him as a director of the company, former Tata Sons Chairman Cyrus Mistry requested them to listen to their conscience.

Mistry, in a letter sent to the TCS shareholders before few hours of the meeting, said the future of the company hinged on good performance and ethical practices, media reports said.


“Whatever be the decibel level of the voice that will 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,” Cyrus Mistry said.

Cyrus Mistry was recently removed as director of Tata Industries following shareholders’ vote. It was the first such instance of the embattled executive being ousted from the board since his removal as Tata Group chairman.

Mistry also ceases to be the chairman of the company following his removal as director, Tata Industries said. “Tata Industries, at its extraordinary general meeting on December 12, 2016, removed Cyrus P Mistry, as a director of the company. Hence, he also has ceased to be the chairman of the company,” it said.

Mistry was abruptly ousted as chairman of Tata Sons — the holding company of the USD 103 billion salt-to-software conglomerate — on October 24. Since then, interim Chairman Ratan Tata has moved to consolidate his position by seeking to remove Mistry from boards of key listed firms.

Here's full text of Cyrus Mistry letter

To shareholders of TCS


Re: Extraordinary General Meeting under Section 169 of the Companies Act, 2016


Dear Sirs,


I refer to the captioned subject. Since the requisitionist’s stake in the equity share capital of
the Company is over 73%, the outcome in this particular meeting is a foregone conclusion.
Yet, it is necessary for me to address this letter to you.


Over the past several weeks, many have tried to mischaracterize my refusal to go without


resistance, as a measure of:


(a) retribution for how I was treated at Tata Sons;


(b) a fight for control over operating companies; or


(c) a hankering for office – a desire to reclaim a position.


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


The very future of TCS hinges on good governance and ethical practices. That can flow only


from the promoter and needs to permeate into the Board and 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.


What I am fighting for is 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.


Yours sincerely,


Cyrus P Mistry