Tata-Mistry row escalates, no-holds-barred fight likely

The Tata-Mistry feud flared up today, with the ousted chairman rebutting allegations of "drifting away" Tata companies during his tenure and hitting back at attempts to question integrity of independent directors who backed him, prompting the USD 102-billion group's holding firm Tata Sons to assert it will do "whatever is required" to deal with the situation.
Terming the Tata Sons' contention that group companies were "drifting away" under him as "furthest from truth", Mistry hit out first at Tata Sons calling its criticism of independent directors, revered names in India Inc, as "truly unfortunate".
This led the salt-to-software conglomerate to assert that it will do "whatever is required to deal with the situation", hinting at a no-holds-barred battle in the days ahead.

A day ahead of the crucial board meet of Tata Motors, the group also said it is "crucially important" for the boards, including the independent directors, to "consider their views and positions ensure that the future of Tata companies is protected, taking into consideration the interest of all stakeholders".
It can be noted that the independent directors of at least two big companies from the Group, including Indian Hotels Company (IHCL) and Tata Chemicals, have backed the ousted chairman leading the holding company to question their objectives in a 9-page letter sent last week. Mistry's first statement was a part-rebuttal of the allegations levelled against him in the statement and in defence of the independent directors.

"To suggest that 'ulterior objectives' and 'clever strategy' can sway these eminent names in undertaking their fiduciary duties and in discharging the duties mandated by statute as independent directors is absolutely astonishing and really speaks of how low Tata Sons has unfortunately stooped in their public statements," a statement from his office said, in a rebuttal to the recent actions of Tata Sons.

Stating that the independent directors whose conduct has been questioned include names like Deepak Parekh, Nusli Wadia and Nadir Godrej, among others, Mistry added that it is "truly unfortunate" that independence of "stalwarts of India Inc" is being questioned.

The statement is a rebuttal to the 9-page open letter issued by the Tata Sons in which it had accused Mistry of "trying to gain control of Indian Hotels Company, whose independent directors had sided with the former chairman of Tata Sons".
"He (Mistry) has cleverly ensured over these years that he would be the only Tata Sons representative on the board of IHCL in order to frustrate Tata Sons' ability to exercise influence and control on IHCL," the Tata Sons letter had said.
Independent directors at Tata Chemicals have also backed Mistry, which has led Tata Sons to initiate action to expel Wadia from its company boards.

In its letter, Tata Sons had alleged that Mistry was trying to gain control of the group's main companies and regretted its decision to appoint him as chairman four years ago.
It had said the structure of the group has been "consciously dismantled so that now the operating companies are drifting farther away from the promoter company and their major shareholder".
"The corporate governance framework that was developed
under Mistry's leadership attempted to ensure that group companies would adhere to the group values, share best practices, enable movement of talent, exploit win-win synergies and do all of this without impinging on independence of the operating companies and the boards that they are ultimately responsible to," he said.

This was done to protect the interests of all stakeholders, employees, and minority shareholders, he said, adding that it was a case of placing responsibility "where it should lie".
The Mistry statement also made a veiled but not fully elaborate reference to insider trading while explaining the need to have a new corporate governance framework.
"... Between Tata Trusts, Tata Sons, and the Tata operating companies, there was a need to be compliant with the law relating to insider trading by ensuring communication of unpublished price sensitive information strictly on a need to know basis," Mistry said.
Listing out the names of the nine directors whose conduct has been questioned, it highlighted six of them were appointed during Ratan Tata's tenure that ended in 2012 and two of them serve as Trustees on Tata Trusts.

It said under the existing laws, the independent directors are required to bring "independent judgement" on issues of strategy, performance, risk management, resources, key appointments and standards of conduct, and safeguard the interests of all stakeholders, especially the minority shareholders.
It acknowledged that in both IHCL and Tata Chemicals, the independent directors were unanimous in their support of him as the chairman and claimed that this is a "reflection of Mistry's conduct as chairman in upholding the highest standards of corporate governance".
The statement also elaborated on the change in the board composition of companies under Tata's leadership and the changes which Mistry introduced.

As against the earlier practice of all the board members being internal members of the group, Mistry's statement said now the requirement is to have 30 per cent Trust nominees and 30 per cent independent directors.
"The corporate governance framework in India has considerably tightened in recent times with more stringent rules with respect to independence of directors, female directors, board evaluation, and so on. To meet this increased scrutiny, several new policies and frameworks were developed at the group centre and deployed across operating companies," it said.
These included refreshing the code of conduct, developing a board effective framework, LEAD programme to enhance gender diversity and provide TBEM feedback on company to the board, the statement said.