Former Chairman of Tata Sons Cyrus Mistry has said that the interference from Ratan Tata in the functioning of the Board had created risk of contravening insider trading regulations and exposed the Tata Trust, apart from exposing the trustees to potential tax liabilities.

He added that the nominated directors were reduced to mere postmen.

“As an example, once, the trust directors (Nitin Nohria and Vijay Singh) had to leave a Tata Sons board meeting in progress for almost an hour, keeping the rest of the Board waiting, in order to obtain instructions from Mr Tata.

“Such a work pattern has also created the added risk of contravening insider trading regulations and exposed the Trust,” Mistry wrote in a letter to Tata Sons board, post his ouster.

Performance lauded

Mistry said that he was removed even though the Nomination and Remuneration Committee comprising Vijay Singh, Farida Khambata and Ronnen Sen, independent directors, had only recently lauded his performance.

“I hope you do realise the predicament that I found myself in.

“Being pushed into the position of a “lame duck” Chairman, my desire was to create an institutional framework for effective future governance of the Group,” he said.

Mistry said that he was shocked at his ouster which he said was invalid and illegal.

“I have to say that the Board of Directors has not covered itself with glory.

No explanation

“To replace your Chairman without so much as a word of explanation and without affording him an opportunity of defending himself in a summary manner must be unique in the annals of corporate history.

“The suddenness of the action, and the lack of explanation has led to all manner of speculation,” he added.

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