Mistry, Wadia To Contest Removal From Two Tata Firms At EGMs

Locking horns with Tata Sons, ousted chairman Cyrus P Mistry and his supporter, independent director Nusli N Wadia, will contest the proposal to remove them from boards of Tata Steel and Tata Chemicals by making written and oral representations to shareholders.

The two companies in separate regulatory filings said their extraordinary general meetings (EGMs) have been called next month to consider resolutions moved by their holding company, Tata Sons, seeking the removal of Mistry and Wadia. In both cases, Mistry "intends to make both, written and oral representation to the shareholders in respect of his removal", said the notices for the EGMs.

Both the firms said they will circulate the written representation to the shareholders "if the time permits".

While Tata Chemicals’ EGM has been called on December 23, that of Tata Steel has been slated for December 21.

Mistry, who was on October 24 abruptly removed as Chairman of Tata Sons - the holding company of the $103 billion salt-to-software conglomerate, was yesterday voted out as Chairman of Tata Steel. Despite being removed as Chairman of Tata Sons, he continues to head some group firms and is on boards of many.

While the chairman can be removed by board of directors, removal of a director can only be done by shareholders. And so, Tata Sons, which brought back Ratan Tata after removing Mistry last month, is seeking to remove him from group firms one after another.

He has already been ousted as chairman of Tata Consultancy Services (TCS) and Tata Global Beverages Ltd. EGMs have been called to remove him as director on these firms as well as Tata Motors and Indian Hotels Co Ltd.

Tata Chemicals, where Tata Sons holds 19.35 percent, said Mistry and Wadia are being sought to be removed based on the annual evaluation of individual directors carried out on March 22.

"The evaluation criteria included aspects such as contribution of the individual director to the board and committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc and were based on the self-assessment forms filed in by the Directors and the interactions with all the directors," it said.

It said Wadia, in a letter dated November 22, termed the reasons provided by Tata Sons for his removal as "baseless, false, defamatory and libelous and have been made with the intention of harming his reputation".

While questioning the ability of Tata Sons to requisition a general meeting and vote to remove his as a director, Wadia has also asked the board of directors to institute an investigation upon the allegations made by Tata Sons against him.

A similar view of Wadia was also reflected in the notice given by Tata Steel, in which Tata Sons holds 29.75 percent stake, for the EGM.

Mistry was yesterday ousted as Chairman of Tata Steel, the third Tata Group entity to do so.

"Mistry has informed the company that he intends to make both, written and oral representation to the shareholders in respect of his removal," Tata Steel said in a filing.

"The company will in terms of Section 169(4) of the Companies Act, 2013, subject to proviso of the said Section and if the time permits it to do so, circulate the written representation to the shareholders," it added.

Tata Steel's EGM notice further said the company, subject to the proviso of the said Section and if the time permits it to do so, circulate written representation to shareholders. Tata Steel said Wadia too has informed that he intends to make both written and oral representation to the shareholders in respect of his removal.

Wadia has been supporting Mistry, who was ousted as Chairman of Tata Sons - the holding company of the Tata group firms. Mistry however continued to be at the helm and/or director of some of the group companies.

Similarly in a filing to bourses, Tata Chemicals said that "Mistry has informed the company that he intends to make a representation to the shareholders in respect of his removal".

"The company will in terms of Section 169(4) of the Companies Act, 2013, subject to the proviso of the said Section and if the time permits it to do so, circulate the written representation to the shareholders," it added.

Wadia, who also been at the logger heads with the Tata Group over his support to Mistry, said that he too "intends to make both written and oral representation to the shareholders in respect of his removal".

In a sudden and dramatic turn of events last month, Mistry was unceremoniously removed as the chairman of Tata Sons and replaced by his predecessor Ratan Tata in the interim, triggering a confrontation between the single-largest shareholder and the Tatas.