Pre-Diwali Corporate Explosion

On 24th October 2016, the India’s biggest conglomerate, the Tata Sons ousted its Chairman Cyrus P Mistry who has been on the Tata son’s board since 2006. Ratan Tata, who was preceded Mistry, announced his colleagues about the removal of Mistry “is in the interest of the stability and reassurance to the Tata Group.”

Fearing a plunge in the stock market, he was appointed as an interim Chairman and it is said that he will head the group for four months till the next chairman is found. The team of four (Section panel:  Ratan Tata, Ronen Sen, Venu Srinivasan, Amit Chandra) is set for this decision.

However, the share prices at the Tata Steel fell 4%, Tata power 2%, TCS 1.2%, Tata Motors 2.2% after the announcement.

This shock removal of the Chairman, who plays a decisive lead role in Company’s development and strategy, has set off a no-holds-barred skirmish within the company. Mistry’s tenure at the Tata sons has been the shortest at the conglomerate. In an interview by the NDTV, a trust member VR Mehta says that it was the concerns on the company’s declining performance, from the Tata Trust that built up a decision to oust Mistry. Some reports say that Cyrus had a weak team unprepared for the new challenges and the Tata trust was unhappy with break-up of Tata and Docomo . Also Mistry’s decision to sell Tata steel UK in the wake of amounting loss, might have been a sore spot.

It was reported that out of the nine board members, eight voted. Six voted for removal, two including Mistry-abstained.

Following Mistry’s removal as Chairman of Tata sons, the Tata Trusts sought his removal as chairman from the boards of listed companies. After a bitter eight-week boardroom battle, he resigned from the boards of all listed companies of Tata Group in December. He also took the battle to National Company Law Tribunal (NCLT) by filing a suit against Tata Sons for “oppression and mismanagement”.  NCLT’s next hearing in the current case up for hearing on 31 January, according to the reports.

This Irish-Indian Businessman was the sixth Chairman of the group and the second outsider(not from Tata family) after Nowroji Saklatwala in 1932. Although an outsider, Cyrus Mistry, Managing Director of construction firm Shapoorji Pallonji & Co is the largest shareholder of Tata Sons, with a stake of around 18.4 per cent.
Cyrus during his tenure:

Mistry focussed on tackling mounting debt by raising cash, refinancing loans and selling assets after writing them down. During the four-year-long tenure, Mistry raised the market capitalisation to 8.5 lakh crore whose value was 4.62 lakh crore before he took up the position in 2012.

According to a letter issued by the Mistry’ office, “He added a few senior positions such as Group CTO and Group Strategy Head. These positions were aimed at enhancing the group central capabilities to future-proof the group. The Group CTO Office works on technology projects relating to multiple group companies. This focus on technology will be a differentiator for the Tata Group, and pay dividends in the years ahead.”

Adding to it, the dubious investment by Tata sons in the aerospace sector, Piaggio Aero, resulted at a distressing exit and loss of Rs. 1,150 Cr.

Sources quote that the dividend earned pre-Cyrus was Rs. 1212 crores (FY 2009-2012) and Post-Cyrus was approximately Rs. 1600 Crores (FY 2013-2016).

In a media release, Tata sons announced that “Mr. Mistry was replaced after four years in that role because the board of Tata sons lost confidence in him and the ability to lead the Tata group in future.”

It is the corporate ethics to explain the reasons for expulsion of the chairman with the achievements that he failed to make. It is a governance breach and violation that Corporate has not heeded to it.  Also, Tata sons constantly promote TCS, Tetley and Jaguar Land Rover (JLR), as its hugely successful investment. But it was achieved on the later part of the 11-year-old (1991-2012) Ratan Tata’s chairmanship that JLR was bought from Ford in 2008.

But after 2012, the company was not dysfunctional and utterly in loss. Instead, between FY11 to FY15, Tata Sons net worth, after considering impairments increased from Rs 26,000 Cr to Rs 42,000 Cr, significantly strengthening the ability to absorb future shocks.

Sanjoy Bhattacharya, managing partner at Fortuna capital said in an interview that “Whose bread you eat, his song you sing.”

Is it that Independent directors are supposed to sing the song of the people who are giving them the bread?

Time Line of the Corporate Surgical Strike in 2016:

 October, 24 -Cyrus Mistry removed as Tata sons chairman & Ratan Tata appointed as interim chairman

October, 26– Mistry’s letter to Tata sons board becomes public, reveals a series of allegations against Ratan Tata. Says he was pushed into a situation of “lame duck” chairman

November, 1– Ratan Tata writes to employees that Tata Sons board felt Mistry’s removal was absolutely necessary for the future success of the Tata Group

November, 9– Tata sons sacks Mistry as chairman as TCS, replaced by Ishaat Hussain

November, 15– Tata beverages sacks Mistry as chairman and replaces Harish Bhat

November, 21– Nusli Wadia, an independent director in Tata Steel, Tata Motors, and Tata chemicals serves defamation notice on Tata sons board

November, 25– Tata steel removes Mistry as chairman, appoints independent director O.P Bhatt in his place

December, 5– Mistry seeks government’s intervention to remedy and repair breakdown’ in the governance of trusts managing Tata sons

December, 13– Mistry removed as director of TCS after shareholders vote in EGM

December, 19– Mistry quits as director from boards of key operating Tata companies before scheduled EGM’s describe his sacking from Tata group as “illegal coup”

December, 20-Mistry moves NCLT against Ratan Tata and some of its directors,

December, 23– Ratan says- However painful the fight with Mistry may be but the truth will prevail

December, 27– Tata sons breach legal notice on Mistry for alleged breach of confidentiality



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