Tata Motors board meet: Will Cyrus Mistry continue?

MUMBAI: Tata Motors, owner of Jaguar Land Rover and makers of the Nano, India’s cheapest car, on Monday become the latest piece of the Tata empire to be dragged into a battle over its future, in a test case for parent Tata Sons’ efforts to tighten control.

The $100 billion Tata group has been mired in a public spat with former chairman Cyrus Mistry since last month, when he was abruptly ousted from the top job - an acrimonious tussle that has revived debate around India’s corporate governance and Tata’s complex structure.

Removing him from individual group companies, however, has been trickier, and Mr Mistry is still at the helm of several key Tata boards, including Tata Motors, whose board meets today, and Tata Steel, among the best known units of the sprawling salt-tosoftware group.

Tata on Thursday wrenched Mr Mistry out of Tata Consultancy Services (TCS), 73 percent controlled by the group and the conglomerate’s star performer. But it has struggled with other subsidiaries where ownership is closer to 30 percent.

But boards at Tata Steel and Tata Chemicals voted to keep Mr Mistry as chairman last week.

The board of Tata Motors will meet today to consider second-quarter earnings before those are reported later in the day.

If the Tata Motors board does not oust Mr Mistry, Tata Sons will have to turn to shareholder meetings. Tata Sons has already called for extraordinary general meetings across its companies to remove Mr Mistry as a director, including Indian Hotels Co, Tata Chemicals Ltd and Tata Motors.

“Tata Motors ... generates a substantial profit and revenues, so it is important for Tatas to have control over the board,” said Shriram Subramanian, managing director of Ingovern Research Services, a firm advising institutional investors. Tata Sons has blamed Mr Mistry’s abrupt exit on what it called breach of trust and poor performance, accusing him of eroding shareholder value. It has also said Mistry tried to reduce the role of Tata Sons, controlled by a series of charitable trusts.

Mistry has argued he tried to create internal barriers for better governance - a move that would reduce Tata trusts’ involvement in operational issues of group companies, which he said should be controlled by their own boards of directors.

The Tata trusts collectively own about two thirds of Tata Sons.

Earlier, Mistry has hit back at Tata Sons, saying the group holding company has stooped to a new low by questioning many eminent personalities who serve as independent directors on the boards of Tata Chemicals and Indian Hotels Company (IHCL).

In a statement on Sunday evening, Mistry’s office said these eminent people, who serve as independent directors, are now being questioned by Tata Sons for undertaking their fiduciary duty of protecting the shareholders of the companies.

Prior to Mistry’s chairmanship, all the board members of Tata Sons, with exception of him, were internal to the group, being either Vice Chairmen of group companies or members of GCC.

“A philanthropy running a commercial business creates its own paradoxes,” said Institutional Investor Advisory Services, a proxy advisory, in a note about the feud.

Tata Sons on Sunday said it was “crucially important” for the board members, including independent directors, to consider the future of Tata companies and its stakeholders. A spokesman declined to comment further.