Nusli Wadia writes to Bharat Vasani of Tata Sons Limited slamming the special notice issued to him

MUMBAI: Nusli Wadia on Wednesday pressed home his attack on Tata Sons and its interim chairman Ratan Tata in particular by blasting his failure to adhere to the high standards, morality and ethics of the group’s leading light JRD Tata.

In a rebuttal to Tata Sons’ letter to him on November 24, Wadia refused to accept Tata’s explanation about his proposed removal as director of key Tata group companies and said that the group had failed furnish any evidence to prove the allegations made against him in a special notice to shareholders of Tata Chemicals and Tata Steel. He once again reiterated his threat to start legal proceedings against Tata Sons to protect his interests.

"I have equally stated my shock and surprise that Mr Ratan Tata in one of his first acts as interim chairman of board of Tata Sons sought to move a resolution seeking my removal as an independent director of Tata Steel based on deliberate and malicious allegations to tarnish my image and harm my reputation," Wadia’s letter says.

"This fortifies my belief beyond reasonable doubt that the publication of the said imputations and allegations against me are ex-facie baseless, false, defamatory, libellous and have been made by the directors of Tata Sons, acting in common intention to tarnish my image and harming my reputation," said Wadia. Wadia's letter is in response to Tata Sons’ correspondence on Nov 24, where it said that the notice seeking Wadia's removal was issued exercising its legal rights and obligations and “not intended to lower” his reputation or defame him but “instead to take appropriate action in accordance with law.”

On November 21, Wadia threatened civil and criminal defamation suit against Tata Sons, for alleging alleged that he (Wadia) was acting in concert with Cyrus Mistry and against the interests of principal shareholders by galvanising independent directors. Nusli Wadia broke ranks with his long-time friend and confidante Ratan Tata by supporting former Tata Sons chairman Cyrus Mistry in his battle against the group. Mistry was ousted as chairman on October 24 and Mr Wadia, along with some other independent directors, supported Mistry’s performance in board meetings of some key companies like Indian Hotels, Tata Chemicals. Tata announced its decision to remove Mr Wadia as independent director from the boards of these companies last month.

In Wednesday's letter Wadia denied that he misconstrued the notice and said that is fully justified in his stand to consider the notice to be defamatory.

"The allegations that my correspondence is obviously an attempt to try and carry on media trial is false and incorrect," he said in the latest letter to Tata Sons. "In any event I do not owe any fiduciary duty to the undefined 'Tata Group' or 'Tata companies'.

The fiduciary duty of an independent director is to all stakeholders of the company of which he is an independent director." Wadia pointed that the Special Notice seeking his removal was signed by all Tata Sons directors, except Mistry and Farida Khambatta.

The statement is as below: