Mistry urges TCS shareholders to vote with their conscience

Barely a few hours before the shareholders of Tata Consultancy Services (TCS) were scheduled to meet on Monday to decide on the fate of Cyrus P Mistry’s directorship and chairmanship of the company, Mistry wrote an impassioned letter to these shareholders, asking them to vote with their “conscience.”

What I am fighting for is to save the soul of the Tata Group. Whatever be the decibel level of the voice that would drown your vote, I call on you to vote with your conscience and send a signal that catalyses a larger discussion on governance reform, to save the very fabric of what we have all inherited – the Tata values that our Founders handed us,” Mistry wrote.

The former chairman of Tata Sons, the flagship holding firm of the salt-to-software conglomerate, who was ousted suddenly on October 24 and replaced with his predecessor Ratan Tata as interim chairman, said that over the past several weeks, his refusal to go without resistance was mischaracterized as a measure of retribution for how he was treated at Tata Sons; a fight for control over group operating companies; a hankering for office – a desire to reclaim a position. “None of the above is true. The fight is a matter of principle rather than facing the foregone outcome,” Mistry emphasized.

“The very future of TCS hinges on good governance and ethical practices. That can flow only from the promoter and needs to permeate into the Board and Management. In the past several weeks, we have seen good governance being thrown to the wind in every sense of the term, replaced by whims, fancies and personal agenda,” Mistry said. “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.”

In a few hours it will become clear whether TCS’ shareholders, especially the minority, institutional ones, heed Mistry’s plea while casting their vote. But with his nemesis Tata Sons controlling over 73 percent of TCS as its principal promoter, it may well be difficult for Mistry to retain his position on the TCS board of directors.