Full Text Of Cyrus Mistry’s Statement Saying He Won’t Return As Tata Sons Chairman

Cyrus Mistry on Sunday said he is not going to pursue chairmanship of Tata Sons Pvt. Ltd. or group companies, but will seek directorship on the holding company’s board to protect his family Shapoorji Pallonji’s shareholding.

His statement came a day ahead of an appeal being moved by Tata Sons and other group entities seeking to set aside the NCLAT order reinstalling him as Tata Sons chairman.

In its order dated Dec. 18, NCLAT not only restored Mistry as chairman but also ruled that conversion of Tata Sons from a public to a private firm was illegal. Tata Sons, as well as Ratan Tata and several Tata Group companies, have challenged the ruling in the Supreme Court.

In the statement Sunday, Mistry said he has taken the decision in the overall interest of the Tata Group, whose interests are far more important than those of any individual.

"To dispel the misinformation campaign being conducted, I intend to make it clear that despite the NCLAT order in my favour, I will not be pursuing the executive chairmanship of Tata Sons or directorship of TCS, Tata Teleservices, Tata Industries. I will, however, vigorously pursue all options to protect our rights as a minority shareholder including a seat on the board," his statement read.

Here’s the full statement:

This statement is being made in the interests of the Tata Group, whose interests are far more important then the interests of any individual. To dispel the misinformation campaign being conducted, I intend to make it clear that despite the NCLAT order in my favour, I will not be pursuing the executive chairmanship of Tata Sons, or directorship of TCS, Tata Teleservices or Tata Industries.

I will however vigorously pursue all options to protect our rights as a minority shareholder, including that of resuming the thirty year history of a seat at the Board of Tata Sons and the incorporation of the highest standards of corporate governance and transparency at Tata Sons.

Recent media reports attributed to Mr. Ratan Tata and others questioning the NCLAT judgment ahead of an important hearing in the Supreme Court, profess an interpretation of Corporate Democracy as being one of brute majoritarianism with no rights for minority stakeholders. The question in these legal proceedings is whether the oppressive actions of a majority that stifles minority shareholders is beyond reproach and outside judicial oversight.

Globally, and including in India, Company Law has evolved to protect the rights of minority shareholders and strengthen corporate governance. The Companies Act 2013, has considerably strengthened the statutory protections accorded to minority shareholders from oppressive conduct of the majority shareholders. Indeed, for Corporate Democracy to be strengthened, all stakeholders must operate within the ambit of law and statutorily enshrined protections.

The founding fathers of the Tata Group had laid a strong ethical foundation that cared for all stakeholders. The relationship between the Tata Group and the Shapoorji Pallonji Group is one spanning multiple decades that was built on common agreement and mutual faith. Former Tata leaders worked together with the minority partner to create value for all stakeholders.

In the last three years, both in conduct and in their statements to the world at large, the Tata Group’s leadership has shown scant respect for the rights of minority shareholders. It is time the Group’s management introspects and reflects on its conduct as it embarks on future actions.

I am humbled by the NCLAT order, which after review of the enormous material on record, recognized the illegal manner in which I was removed and the oppressive and prejudicial conduct of Mr. Tata and other Trustees.

As an 18.37% shareholder, it is in our own interest to ensure the Group’s long-term success. My family, although a minority partner, has been a guardian of the Tata Group for over five decades.

This legal fight has never been about me. It has always been and will always be about protecting the rights of minority shareholders and upholding their right to demand a higher standard of corporate governance from controlling shareholders.