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 representation to shareholder. 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 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 USD 103 billion salt-to-software conglomerate, was on Friday 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 per cent, 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 libellous 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 per cent stake, for the EGM.
Mistry was on Friday 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 that 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 has also been at loggerheads 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.
Tata Sons slaps legal notice on Cyrus aide Nirmalya Kumar
Tata Sons has slapped a legal notice on ousted chairman Cyrus Mistry’s aide Nirmalya Kumar for alleged violation of confidentiality agreement and sought an unconditional apology for making “disparaging” remarks against the group and divulging information. Kumar, a visiting Professor of Marketing at London Business School who was member of the now disbanded Group Executive Council under Mistry, took to Twitter to react to the legal notice.
“Legal counsel #Tata to me: stop divulging ‘Tata Group’s future strategy’. Thought no strategy n (and) roadmap was reason #CyrusMistry was fired!” he said. Tata Sons in the legal notice asked Kumar to “issue an unconditional apology to the company, withdraw your disparaging remarks about the Tata Group from the social media and forthwith cease and desist from making any further public statements or disclosing any information in breach of your obligations you have explicitly undertaken.”
Tata Sons warned of initiating legal proceedings, both civil and criminal, if he fails to apologise and desist from disclosing confidential information.