Nusli Wadia Cries Defamation, Puts Tata Sons’ Board On Notice

Nusli Wadia, chairman of the Wadia group and independent director on the boards of three Tata Group companies - Tata Chemicals, Tata Steel and Tata Motors - has termed Tata Son Ltd.’s allegations against him as defamatory.

In a letter to the 10 directors on the Tata Sons’ board, including Cyrus Mistry, a copy of which is with BloombergQuint, Wadia has put on ‘notice’ the entire board of Tata Sons for the contents of the special notice sent by the group holding company to the board of Tata Steel.

Tata Sons sent a special notice to Tata Steel Ltd. on November 11 seeking the removal of Cyrus Mistry and also Nusli Wadia on grounds that

• he acted in concert with Cyrus Mistry.
• he has been acting against the interest of the Tata Group.
• despite being an independent director he had been conducting himself as an ‘interested party’ in a manner that is designed to cause harm to the Tata Group.
• has not been conducting himself independently and instead has been inter alia, galvanizing independent directors and acting prejudicially.
• his actions may put the company and its future in grave jeopardy and impact the overall morale of the workers, employees and management who have joined a Tata Company.
• the principal shareholders have lost confidence in his independence, suitability or bonafides and seek his removal.

Wadia, who has served on the board of Tata Steel since 1979, has asked Tata Sons to withdraw the six allegations made against him in the special notice.

“Personal Vendetta”

In his letter Wadia has alleged that the board of Tata Sons has “embarked on a personal vendetta” against him for discharging his duty as an independent director.

The letter refers to the events that took place on November 10 at the Tata Chemicals Ltd. board meeting in which independent directors, including Wadia, expressed their confidence in the board, chairman and management and refused to accept an unsigned statement, tabled and read out by non-executive director Bhaskar Bhat, asking for removal of the chairman, Cyrus Mistry.

Wadia says that “it was this act of the independent directors of Tata Chemicals which led to the vindictive action of moving a resolution of the board of Tata Sons seeking my removal as an independent director from the board of Tata Steel Limited”.

Wadia challenges the accusations Tata Sons has made against him, refers to his “deep friendship”with JRD Tata and expresses his surprise at the behaviour of the Tata Sons board.

I am now left with no option and am constrained to write this letter and put you, the directors of Tata Sons Limited and Tata Sons Limited, to notice, Wadia says in the letter.

He has also sought withdrawal of all six allegations within two days of this communication.

Tata Sons spokesperson told BloombergQuint, that ‘the Tata group will respond to this letter appropriately’.

Here is a full reproduction of Wadia’s letter to the Tata Sons board.