Cyrus Mistry's conduct caused 'enormous harm' to TCS, stakeholders: Tata Sons

New Delhi: Upping the ante, Tata Sons on Monday asked shareholders of its most successful company TCS to remove Cyrus Mistry as director from the Board as he had caused "enormous harm" even as another group firm IHCL called shareholders' meet for the same purpose.

Tata Consultancy Services, in the notice for the extraordinary general meeting of shareholders called at the instance of Tata Sons to remove him as director on company board, said the main promoter says Mistry has "lost confidence" of the main promoter.

In a notice to shareholders, circulated by TCS, Tata Sons said: "Subsequent to his replacement as Executive Chairman of Tata Sons, Mr Mistry has made certain unsubstantiated allegations, which cast aspersions not only on Tata Sons and its Board of Directors, but also on the Tata group as a whole, of which TCS is an integral part."

Stating that communication marked as confidential "was made public", Tata Sons - which holds over 73.2 per cent stake in TCS - said, "Mr Mistry's conduct has caused enormous harm to the Tata group, TCS and its stakeholders, including employees and shareholders".

Returning to Tata Sons after the abrupt removal of Mistry, Ratan Tata has moved quickly to consolidate his grip over the USD 103 billion salt-to-software group by seeking to remove the ousted chairman from boards of group firms.

TCS removed Mistry as chairman after Tata Sons used its commanding 73.26 per cent stake to nominate a new head in Ishaat Hussain. It has at Tata Sons' instance called an extraordinary general meeting of shareholders on December 13 to remove Mistry from the board as well.

Indian Hotels Co Ltd, the firm that runs the Taj Group of hotels, said an EGM has been called on December 20 to consider Tata Sons' proposal to remove Mistry as director of the company.

Tata Sons holds 28.01 per cent of share capital of IHCL.

Even after being removed as chairman of Tata Sons - the holding company of the Tata Group, 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, the Indian partner of Starbucks Coffee, last week voted him out as the chairman. But he continues to be on its board as well as other firms and can be removed only by a shareholder vote.

"The board of directors of the company is in agreement with...The removal of Cyrus P Mistry as director of the company, as the same would be in the best interests of the company," Tata Sons said in the notice circulated by TCS.

The board of directors of Tata Sons has "lost confidence in Cyrus P Mistry to lead Tata Sons for a combination of several factors", it said, adding that Tata Sons on October 24 decided to replace him as the removal "was absolutely necessary for the future success of the Tata Group". 

In a statement issued to bourses, IHCL said its board, which met today, has "decided to convene an extra-ordinary general meeting to pass an ordinary resolution for removal of C P Mistry as director of the company".

"The board of directors of the company, at its meeting held on November 21 has pursuant to the special notice and requisition dated November 9 sent by Tata Sons, shareholder of the company holding 28.01 per cent of the paid-up equity share capital of the company... Decided to convene an EGM to consider and if thought fit, to pass an ordinary resolution for removal of C P Mistry as director of the company," IHCL said in a filing to BSE.

The TCS notice said Tata Sons feels that the company "enjoys the right of use the 'Tata' brand name by virtue of the Tata Brand Equity and Business Promotion Agreement entered into between TCS and Tata Sons. Substantial goodwill and benefits accrue to TCS by such usage of the Tata brand and association with the Tata group."

As for his removal as TCS chairman, Mistry had termed the move as reflection of "cloak and dagger" machinations that define "the angry strategy of the Ratan Tata camp".

Last week, Mistry skipped two crucial board meetings -- of TCS as well as the group's holding company.

Even as Mistry skipped the board meeting of TCS, the family-appointed Chairman Hussain chaired the meeting and decided to convene the EGM on December 13. Mistry was also not present at TSL's first board meeting since his removal on October 24.

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 Tatas.