Mistry skips TCS board meet; directors call meet to drop him

The board of Tata Group’s crown jewel TCS on Thursday met for the first time under the newly appointed Chairman Ishaat Hussain, but ousted chairman Cyrus Mistry, who continues to be a director, was not present.  The board of country’s largest software exporter met at its office in downtown Mumbai in the morning, days after promoter Tata Sons replaced Mistry with Hussain and also an announcement to have a special shareholders’ meeting to ease him as a director.

The directors started streaming into the company office starting 9 am for the meeting, which sources said was scheduled for 11 am.

It ended around noon, but the directors exiting TCS House were tight-lipped about any decision.

It was widely expected that the board would decide on a date of the EGM against the backdrop of majority stakeholder Tata Sons seeking shareholders’ approval to remove Mistry as a director.

Tata Sons made use of one of the statutes that makes it possible to nominate the chairman of the board and replaced Mistry with group veteran Hussain.Refusing to answer media queries, Hussain said communication will happen only through an official statement which is yet to come.

Two of the directors -- Hussain and MD and CEO N Chandrasekaran -- left for group headquarters Bombay House for Tata Sons’ board meet late in the afternoon.

Joining the boardroom feud at Tata Group, Arun Nanda, who heads the agency handling public relations for India’s largest conglomerate, has asked ousted chairman Cyrus Mistry not to selectively leak information.

Responding to Mistry’s office in a statement detailing the contract signed with his agency Rediffusion Y&R, Nanda asked why Mistry did not exercise option to sack the agency two years back and in fact extended the contract.

“Please do not place selective facts about us to suit your narrative before the media and public,” Nanda said in an open letter to Mistry that was published in major newspapers.

Nanda’s firm replaced Niira Radia’s Vaishnavi Corporate Communications in 2011 as the PR agency for the Tata Group. “Our reputation has been built over 43 years and I will not allow it to be tarnished in any manner whatsoever,” he wrote. Nanda said Rediffusion was appointed to handle the Tata Group public affairs/public relations mandate from November 1, 2011 after the contract with Vaishnavi Communications expired on October 31, 2011.

“The 5-year contract ending on October 31, 2016, with a 3-year ‘No Exit Clause’ from either side, was signed,” he said, adding that Rediffusion tied up with Edelman, the world’s largest PR firm, to service this mandate.

This contract covers the public relations/public affairs mandate for 33 companies of the Tata Group, including Tata Sons. The agency employed 165 people across 11 cities in India for the purpose.

“You (Mistry) have worked with us now since November, 2011, when you were appointed by Tata Sons as Executive Deputy Chairman... In May 2016, you had agreed to extend this contract beyond the current 5 year term and communicated this both to me and your EC Member, Dr. Mukund Rajan,” he wrote.

Besides Tata Sons, the mandate for Tata Trusts was also added to the agency’s contract and it was “paid for by Tata Sons as per your specific instructions to Dr. Mukund Rajan and myself,” he said.

“You (Mistry) had over 2 years to decide whether to continue with us or exit the contract, with a notice period.

Why did you not exercise this option and instead continued with us after November, 2014,” he asked.

Asking why he asked Tata Sons for the contract to be extended for a further period beyond October, 2016, Nanda said, “Please do not place selective facts about us to suit your narrative before the media and public.” 

The statement by Mistry’s office on Sunday had stated that the replacement of Vaishnavi Communications with Arun Nanda’s Rediffusion Edelman just prior to his taking over also resulted in a jump in costs from Rs 40 crore to Rs 60 crore.

“She (Radia) had been replaced by Arun Nanda  who had been brought in by Ratan Tata at a cost of Rs 60 crore per year for PR support just prior to Mistry taking charge,” the statement said.

It added that part of the public relations infrastructure paid for by Tata Sons was also provided to Ratan Tata-headed Tata Trusts.