Cyrus Mistry says not after office as TCS shareholders vote on his fate

In a high-drama meeting, shareholders of Tata Group's crown jewel TCS voted on Tuesday on a proposal to remove from its board ousted chairman Cyrus Mistry who said he was not hankering for office and his fight is to save the "soul" of the conglomerate.

The outcome of the voting, which is a given in favour of the Tatas, considering their 73% holding in the company, was not formally announced immediately.

Significantly, Mistry did not attend the extraordinary general meeting (EGM), which is the first of the seven the group has lined up through the rest of the month, but interim chairman Ratan Tata was present through the course of the meeting.

Also, interim chairman Ishaat Hussain recused himself from chairing the meeting. Even though Tata Sons' 73% ownership makes outcome of the voting a foregone conclusion, divisions within the minority shareholders on the contentious issue came out in the open with a few minority shareholders voicing support for Mistry.

As many as 38 shareholders spoke at the 150-minute long EGM. Even though a bulk of them voiced support for Tata, those handful who affirmed their support to Mistry were applauded.

Independent director Aman Mehta, who officiated the meeting after interim chairman Ishaat Hussain recused himself, said Mistry had lost "the trust and confidence" of the promoter group (Tata Sons and Tata Trusts) which had nominated him and it was in best interest of TCS that he leave now.

Asserting that the core issue goes far beyond the "performance or competence", Mehta said, "It seems to me that the real issue here is one of trust and confidence of the promoter group in its nominated chairman."

"Independent directors of TCS have met separately and have reviewed the whole issue in some details. It is clear to all of us that the current issue can have some materially negative effect on the functioning of the company," he said.

Mistry told shareholders of TCS in a letter that "good governance" has been thrown to the wind in the past several weeks and replaced by "whims, fancies and personal agenda".

He said he was "fighting to save the soul of the Tata Group". Mistry's statement was read out at the EGM by the company secretary.

However, a few shareholders smelt arbitrariness in the reply and started speaking again seeking detailed replies which made Mehta wound up the meeting.

 "All of you on the board don't think for yourself and depend on someone else for what you think. I have asked three-four pointed questions, where are those answers? You are talking in the air, be specific," Adil Irani, a discontent shareholder, said. "Can you fire your driver or chaprasi (office boy) like this? He (Mistry) is my chairman, I want specific reasons why he was fired," Irani said amid the din.