Tata tussle: 'My conscience is clear,' says Cyrus Mistry on SC verdict

Mistry said that he is disappointed by the Supreme Court verdict on his battle with Tata Sons

Cyrus P Mistry, former Tata Group chairman who lost a long-drawn legal battle in Supreme Court last week, on Tuesday said though he is personally disappointed with the ruling, his “conscience is clear” as he still believes the direction that he took to take the group to was with full conviction and sans any malafide intentions.

In a statement Mistry, who served as chairman of the salt-to-software conglomerate from December 27, 2012, to October 24, 2016, when he was unceremoniously sacked in a board room coup, said his conscience was clear and he sleeps with a clear conscience.

“Over the past four years, I've had the opportunity to reflect on my actions and on whether I could have handled the generational change in leadership better.

“In hindsight, while I may have had many imperfections, I have no doubt or erosion of conviction about the direction I chose, the integrity behind my actions and their consequences,” he continued in the statement which did not mention his next move on exiting his 18.37 per cent stake in the group.

He said, although personally as a minority shareholder in the group, he is disappointed with the outcome of the case, he is grateful for the opportunity to sever the Tata Group as chairman.

Thanking his team members “who all were bound together by the common value system embedded by the founders into the Tata Group,” he said he will be eternally grateful for the fact that he got an opportunity to serve as the chairman of the iconic institution.

He said his effort from day one was to ensure that the group, that was undergoing a generational change in leadership, had “a robust board-driven system of decision making and governance that is larger than any one individual… to enable directors on various boards to discharge their fiduciary duties without fear or favour, while still ensuring that shareholder views are reflected in strategy and actions.” It continues to be my belief that it is by such a model, that one would protect value for all stakeholders in Tata Sons and its various group companies, he added.

Admitting that he will no longer be able to influence the direction of governance of the group directly (having resigned from the board during the pendency of the case), I hope that the issues I have raised will cause deeper reflection and influence individuals concerned to catalyse change.

On March 26, the apex court set aside the National Company Law Appellate Tribunal (NCLAT) order restoring Mistry as the Tata Group chairman ending the over four-year long legal battle.

The apex court bench led by Chief Justice Sharad Arvind Bobde, justices AS Bopanna and V Ramasubramanian, also dismissed a plea of the Shapoorji Pallonji (SP) Group seeking separation of ownership interests in Tata Sons in which they hold 18.37 per cent stake now.

The top court had, on January 10, 2020, granted interim relief to the Tata Group by staying NCLAT order of December 18, 2019, by which Mistry was restored as the chairman of the conglomerate.

The SP Group had earlier valued its holding in the Tatas at Rs 1.75 lakh crore. However, during the hearing before the apex court, the Tatas had, on December 8, said the valuation of the 18.37 per cent shares of the SP Group in Tata Sons was between Rs 70,000 crore and Rs 80,000 crore.

Here's the full text of Mistry's letter

"During my tenure as executive chairman of Tata Sons, it was always my duty and privilege to present India to the global business community as a market of great opportunity and promise, backed by an effective rule of law that is just, equitable and evolved. 

At Tata Sons, I have had the opportunity to work with a fantastic team of people from diverse backgrounds in multiple industries and geographies all bound together by a common value system embedded by the founders into the Tata Group. For that opportunity, I shall be eternally grateful. 

My aim at Tata, an iconic institution undergoing a generational change in leadership, was to ensure a robust Board driven system of decision making and governance that is larger than any one individual. A key focus was to enable the directors on various Boards to discharge their fiduciary duties without fear or favor, while still ensuring that shareholders views were reflected in strategy and actions. It continues to be my belief that it is by such a model, that one would protect value for all stakeholders in Tata Sons and its various Group companies.

To this end, my performance was reviewed by nearly 50 Independent directors across multiple Tata Boards that I served. Beyond the performance metric that speaks for itself and the documented appreciation for my initiatives, I am humbled by the continued support I have received from my former colleagues and other Board members. All the successes we achieved, was built on the efforts of a very talented team including my executive management team (The GEC), the managers and staff of Tata Sons as well as the management teams in the Tata operating companies supported by their respective Board Members. 

Over the last four years, I have had the opportunity to reflect on my actions and on whether I could have handled the generational change in leadership better. In hindsight, while I may have had many imperfections, I have no doubt or erosion of conviction about the direction I chose, the integrity behind my actions and their consequences. 

Every member of society looks to institutions such as courts to validate and endorse the appropriateness of his or her actions and beliefs. As a minority shareholder of Tata Sons, I am personally disappointed by the outcome of the judgement with respect to our case. Although I will no longer be able to influence the direction of governance of the Tata group directly, I hope that the issues I have raised, will cause deeper reflection and influence individuals concerned to catalyze change. I sleep with a clear conscience. 

Life is not always fair, but we are still the lucky ones — I am lucky to have the unwavering support of my family, friends, colleagues - past & present. I am grateful to my legal team that has remained steadfast and committed beyond the call of duty, through this journey. 

This is another step in the evolution of life for me and my family. We will celebrate the good times and take the knocks on our chins."