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TCS decision to replace Cyrus Mistry as its chairman reflects poor governance, according to sources close to the Mistry camp.
"TCS has sent a notice to all stock exchanges stating that Cyrus Mistry "stands replaced" as Chairman by Ishaat Hussain without even a board resolution being passed," the source said.
"TCS has quoted Article 90 of its Articles of Association to do so. Article 90 only enables Tata Sons to nominate a Chairman. The board then has to appoint the person so nominated. Tata Sons had asked TCS yesterday (November 9) that it would like Mistry replaced by Hussain - it made a nomination," the source added.
"TCS had to then convene a board meeting and table the nomination at the board at a meeting or through a circular resolution. Nothing of this nature was done. In premeditated haste, by a letter of the same date, TCS has directly gone on to announce that Mistry stands replaced," the source said.
"The hasty actions appear to have been done at night. The stock exchange announcement at 8 am. Cloak and dagger machinations with little regard to due process of law has come to define the angry strategy of the Ratan Tata camp. On October 24, Mistry was replaced by Ratan Tata (at a board meeting without notice of the replacement). Till date no reasons have been forthcoming - just vague statements about "culture" and "trust deficit"." the Mistry camp said.
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