Tata Chemicals: Nusli Wadia serves another notice on Tatas

Mumbai: Industrialist Nusli Wadia today sent another defamation notice to Tata Sons and its directors seeking withdrawal of "allegations" against him in an EGM notice to shareholders of Tata Chemicals where he is an independent director.

Wadia had sent a similar letter to the Tatas yesterday with regard to a notice calling an extraordinary general meeting of shareholders of Tata Steel to remove him from the board of the alloy maker.

Wadia has asked the Tatas to retract the allegations within two days, failing which he said both civil and criminal defamation suite would be initiated.

When contacted, Tata Sons spokesperson denied having received any such notice on Tata Chemicals, but said if there is any, the group will respond appropriately. Wadia has been on the board of Tata Chemicals since 1981.

Wadia is an independent director on some Tata Group companies which have called EGMs to remove him from their boards for siding with the ousted chairman Cyrus Mistry.

Tata Sons as the promoter of Tata Chemicals had on November 11 sent a special notice calling for an EGM to remove Wadia and Mistry from the board on December 23, as they have lost confidence in Wadia's independence, bonafides and accused him of acting in concert with the ousted chairman thereby jeopardising the interest of the company and the principal shareholders.

At the board meeting of Tata Chemicals on November 10, all the board members, including the three independent directors namely Wadia, Nasser Munjee, YSP Thorat and Vibha Paul Rishi, reposed their faith in Mistry's leadership of the company.

In an 8-page showcause notice sent to all the directors including Mistry and Ratan Tata, Wadia today dismissed all the charges as "absolutely baseless, defamatory and libelous and have been made with the intention of harming my reputation and lowering my image in front of my colleagues on the Tata Chemicals board".

He demanded withdrawal of all these charges "forthwith" and that as "an independent director, my fiduciary duty is towards Tata Chemicals and not to its principal shareholders." 

Stating that Tata Sons has not proved any of the allegations, he asked the Tatas to furnish evidence against all the allegations.

"By issuing such a letter to the shareholders, you have embarked on a personal vendetta against me for discharging my duties as an independent director. You have, as a consequence, sent a strong message to all other independent directors that whoever does not follow the diktat of Tata Sons, will be under the threat of removal," Wadia said in the letter.

"This action is violative of the Companies Act of 2013, SEBI's listing obligations and disclosure agreements regulations of 2015 and the Tatas code of ethics." 

Describing JRD Tata as his mentor and that his association with him began in the 1970s and with Ratan Tata from a decade later, he said he is pained by the fact that Tata Sons chose to malign him soon after Tata returned as interim chairman.