Cyrus Mistry says not after office as TCS shareholders vote on his future in Tata IT arm

Mumbai: In a high-drama meeting, shareholders of Tata Group's crown jewel Tata Consultancy Services on Tuesday voted 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 percent holding in the
company, was not formally announced immediately.

 Cyrus Mistry says not after office as TCS shareholders vote on his future in Tata IT arm

Cyrus Mistry. Reuters

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 percent 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.

Mistry, who abstained from the meeting leading to an empty chair among the 11-member board, despatched a statement asking the shareholders to vote by their conscience and asserting he was not hankering for office.

"We have witnessed an unmatched erosion of ethical values and the very foundation of the institution being put to
grave risk by the conduct of a few," he said.

Results of the vote will be keenly awaited for it will indicate how the institutional shareholders have voted, which can have a bearing on other Tata Group companies which have called similar EGMs and where the promoter holding is as low as 28 percent as well.

Foreign portfolio investors own 17.02 percent in TCS, 4.1 percent is with insurance companies, while 1.03 percent
is with mutual funds, domestic financial institutions and banks.

In a surprise move, Tata Sons removed Mistry from chairmanship on 24 October, leading to a series of allegations
and counter-allegations by either side in what is described as the biggest corporate battle in recent times.

Mistry has found support at multiple boards, including Indian Hotels and Tata Steel, while some like Tata Motors have been divided houses. Each of the big six companies have called for EGMs to oust him from directorships this month.

At the EGM, those supporting the motion to dismiss Mistry as a director gave a slew of reasons including legacy
of the Tata Group, value erosion which the events have caused, need for a 'Tata' to continue at the helm and even avoiding bickerings within the small Parsi community.

"The group's 149-year-old legacy is getting destroyed in this fight," a long time shareholder Ashalata Maheshwari
said at the meeting.

The theatrics reached a crescendo with at least two shareholders showing their willingness to sacrifice their
lives for the wishes of Ratan Tata.

Meanwhile, shareholders sympathetic to Mistry, a very small minority among the speakers, stressed on the specific
reasons for his dismissal, stating that the company has performed better under him.

"The majority is not always right. By passing the resolution we may win the battle but are losing the war," said
one of the shareholders.

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Updated Date: Dec 13, 2016 22:19:53 IST

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