Was working on governance framework for Tatas: Mistry

MUMBAI: In a fresh affidavit filed before the National Company Law Tribunal (NCLT), Cyrus Mistry has said he was close to finalizing a governance framework to clarify the role of Tata Trusts in the affairs of Tata Sons when he was ousted as chairman of the group. Presenting copies of mails and documents to establish that Ratan Tata was "remotecontrolling" affairs of Tata Sons and influencing key decisions of various group companies, his affidavit said, "The conduct of (Ratan Tata) in particular, his insistence of being a super-board by wanting to pre-vet and pre-decide what gets taken for formal approval to the board of Tata Sons demonstrates that he was never happy with being an emeritus chairman but saw himself as a chairman who never retired."

Ratan Tata became chairman emeritus of Tata Sons in December 2012 after he relinquished his non-executive chairman position. Mistry's affidavit also said that Nitin Nohria, one of the Tata Trusts nominee directors on the Tata Sons board, was aware of interference by Tata Trusts and therefore volunteered to draft a governance code clarifying the role of Tata Trusts in the affairs of Tata Sons.

Tata Trusts, which is chaired by Ratan Tata, is the largest shareholder in Tata Sons and was the force behind the decision to sack Mistry from the chairmanship of Tata Sons in October last year.  "I can certainly empathise with your frustration about what items can be dealt with by the Tata Sons board and what require prior approval of the trusts. These are the questions that my note also seeks to get clarity on," said Nohria in a January 31 2015 email to Mistry, according to the affidavit.

Another email dated February 4, 2015 from Nohria to Mistry said, "The separation of leadership of Tata Trust and Tata Sons is more significant than anyone has fully comprehended or internalized. Even though the memorandum and articles of association provide some guidelines, they have not been translated into operating practices that have everyone's buy-in. I will send you the document I have been working on..." The affidavit said when the Trusts' interference continued, Mistry decided to formulate his version of a governance framework; a series of drafts were sent to Nohria.

Mistry said the document was also shared with Ratan Tata in August 2016 and placed on the agenda for the October 24, 2016 Tata Sons board meet. But Mistry said, instead of dealing with the issue, Ratan Tata staged a coup by removing him. Mistry's family-owned firms, which hold over 18% stake in Tata Sons, have moved NCLT citing mismanagement at Tata Sons and oppression of minority shareholders. Mistry's affidavit also referred to "abuse and misuse of the Articles of Association (AoA) of Tata Sons," saying his family-owned firms agreed to amendments in the AoA on the premise that it would enable Tata Trusts to bring on board individuals of standing.