'Disappointed with SC judgment but I sleep with clear conscience': Cyrus Mistry

Cyrus Mistry, the former chairman of Tata Sons, says he is disappointed with the Supreme Court judgment, which ruled in favour of the Tatas in the case related to his dismissal in 2016.

On Friday, the top court set aside an earlier order of the National Company Law Appellate Tribunal and said that all the questions of law are liable to be answered in favour of the appellants, Tata Group and appeals by the Shapoorji Pallonji Group are liable to be dismissed.

“Every member of society looks to institutions such as courts to validate and endorse the appropriateness of his or her actions and beliefs. As a minority shareholder of Tata Sons, I am personally disappointed by the outcome of the judgement with respect to our case,” he said in a statement.

While the Supreme Court judgment is a setback for Mistry, he said it was another step in the evolution of life for him and his family.

“We will celebrate the good times and take the knocks on our chins.”

The Shapoorji Pallonji (SP) group has 18.4 per cent stake in Tata Sons. In 2012, Cyrus Mistry was appointed chairman of Tata Sons, to succeed Ratan Tata. But, four years later, he was unceremoniously fired.

In 2017, Mistry filed a case alleging oppression and mismanagement in Tata Sons. The petition was dismissed by the National Company Law Tribunal, after which Mistry appealed with the appellate tribunal. The NCLAT overruled the NCLT judgment and in December 2019, ordered the reinstatement of Mistry as the chairman. The matter then went to the Supreme Court.

Mistry had, after his ouster in 2016, accused the directors at the salt-to-software conglomerate of wrongfully dismissing him. He had even alleged that the group was staring at $18 billion in writedowns due to a few unprofitable legacy businesses.

The Supreme Court, in its judgment, said that it was an irony that a person who represents shareholders owning just 18.37 per cent of the total paid up share capital in Tata Sons and yet identified as the successor to the empire, had chosen to accuse the very same board, of conduct, oppressive and unfairly prejudicial to the interests of the minorities.

“I sleep with a clear conscience,” Mistry said on Tuesday, defending his actions during his time as the chairman of Tata Sons.

“My aim at Tata, an iconic institution undergoing a generational change in leadership, was to ensure a robust board driven system of decision making and governance that is larger than any one individual. A key focus was to enable the directors on various boards to discharge their fiduciary duties without fear or favor, while still ensuring that shareholders views were reflected in strategy and actions. It continues to be my belief that it is by such a model, that one would protect value for all stakeholders in Tata Sons and its various group companies,” said Mistry.

He said that his performance had been reviewed by nearly 50 independent directors across multiple Tata boards that he served and the performance metric speaks for itself.

“Over the last four years, I have had the opportunity to reflect on my actions and on whether I could have handled the generational change in leadership better. In hindsight, while I may have had many imperfections, I have no doubt or erosion of conviction about the direction I chose, the integrity behind my actions and their consequences,” he said.

Mistry further said that while he will no longer be able to influence the direction of governance of the Tata group directly, he hoped that the issues he had raised would cause deeper reflection and influence individuals concerned to catalyse change.

“At Tata Sons, I have had the opportunity to work with a fantastic team of people from diverse backgrounds in multiple industries and geographies all bound together by a common value system embedded by the founders into the Tata Group. For that opportunity, I shall be eternally grateful,” he further added.