Mistry skips board meets; TCS calls EGM to remove him

Ousted Tata Sons Chairman Cyrus Mistry today skipped two crucial board meetings -- of the group's holding company itself and its crown jewel TCS, which decided to convene a special shareholder meeting next month to remove him from the board.
Tata Sons by virtue of commanding 73.26 per cent stake in Tata Consultancy Services (TCS) last week removed Mistry as the chairman and asked the company to convene an extraordinary general meeting (EGM) of shareholders to consider removing him as a director on the board.
While Mistry skipped the meeting, the family-appointed Chairman Ishaat Hussain chaired the meeting and decided to convene the EGM on December 13, TCS said in a regulatory filing.

Besides, Mistry was also not present at Tata Sons' first board meeting since his removal on October 24.
Even after being removed as Chairman of Tata Sons, Mistry continues to head the group's several listed firms including Tata Motors, Tata Power, Tata Steel and Tata Chemicals.
The Board of Tata Global Beverages Ltd, the Indian partner of Starbucks Coffee, earlier this week voted him out as the Chairman. But he continues to be on its board and can be removed only by a shareholder vote.

Besides TCS, Tata Sons has also asked Indian Hotels Co Ltd, Tata Motors and Tata Chemicals to call EGMs to consider removing Mistry as a director on the board.

Boards of none of these companies have so far decided on the date for EGM and TCS is the first company to fix a date for considering a Tata Sons-sponsored resolution to remove him from the board.
Mistry had on his removal as TCS chairman termed the move as reflection of "cloak and dagger" machinations that define "the angry strategy of the Ratan Tata camp".
Emerging out of the board meeting of Tata Sons at Bombay House, director Vijay Singh called it a "routine" meeting which included taking assessment of the businesses and the way ahead in the next six months.

Singh added that there is no plan as of now to call EGM of Tata Sons.
Two more directors apart from Mistry -- Farida Khambatta (who is in the US) and JLR chief Ralf Speth -- did not attend the meeting along with Mistry, Singh said.
Sources close to Mistry said there was an informal meeting of directors called by interim chairman Ratan Tata in the morning which led to Mistry skipping the crucial board meet.
Singh denied any such meeting, jokingly saying that all board meets are themselves "informal".
When asked if there was any discussion on the composition of the board, he scoffed at any possible rumours saying no more sackings are contemplated.

"...The Board of Directors of the company, at its meeting
held on November 17, 2016 has decided to convene an EGM pursuant to the Special Notice & Requisition dated November 9, 2016 sent by Tata Sons, shareholder of the company holding 73.26 per cent of the paid-up equity share capital of the company, to consider and if thought fit, to pass a resolution for removal of Mr CP Mistry as Director of the company," TCS said in a BSE filing.
The EGM will be held on Tuesday, December 13, 2016 at 1530 hrs, making an escalation in boardroom battle at Tata Group companies.

Earlier today, the board of country's largest software company met at its office in downtown Mumbai this morning, but the directors were tight-lipped about any decision.
Last week, Tata Sons replaced Mistry with Hussain as Chairman of TCS, a move seen as an attempt by Ratan Tata-led promoter group to tighten grip over the USD 100 billion salt-to-software conglomerate.
Tata Sons had made use of one of the statutes that makes it possible to nominate the chairman of the board, while replacing Mistry with group veteran Hussain.
Besides seeking removal of Mistry, Tata Sons also wants the ouster independent director Nusli Wadia, who is believed to have switched sides and joined Mistry camp.

Even though he continues to be a director, Mistry did not attend the TCS meeting which was attended by other non executive independent directors, including former SBI chairman O P Bhatt.
In a sudden and dramatic turn of events last month, Mistry was unceremoniously removed as the Chairman of Tata Sons and replaced by his predecessor Ratan Tata in the interim, triggering a confrontation between the single-largest shareholder and the company's founding family.
In the high-decibel corporate drama that followed, Mistry accused Tata Sons of cornering him into being a "lame-duck" chairman in the near four-year tenure, and also hiding USD 18 billion of potential write-downs across five group firms, including Tata Motors and Tata Steel Europe.

He also alleged that there were potential financial issues at the various companies and violations of securities regulations.
Hitting back, Tata Sons said its former chairman was fully empowered to lead the group and its companies but had "overwhelmingly" lost the confidence of board members. Ratan Tata had also lashed out at him saying Mistry's removal was absolute necessary for group's future success.
In the days that followed, Mistry was removed as Chairman of Tata Global Beverages Ltd, besides TCS. He continues to be Chairman IHCL, Tata Motors and Tata Chemicals.