 "Nusli Wadia, Non-Executive, Independent Director, Tata Motors arrives for Tata Motors' board meeting at Bombay House in Mumbai (Pic: Kamlesh Pednekar)")
Nusli Wadia, the former independent director on the board of Tata Steel and Tata Motors, on Friday filed a criminal defamation suit against Tata Sons Interim Chairman Ratan Tata, the company and its directors. Larsen & Toubro Chairman A M Naik, Godrej group director Tania Godrej-Dubash will be among others who would be witnesses to Wadia’s good character.
The suit has been filed, in the court of additional chief metropolitan magistrate, against a special notice to remove Wadia from the boards of the Tata firms for purportedly acting in concert with former Tata Sons chairman Cyrus Mistry and galvanising other directors against the Tatas.
It said all the accused, individually and collectively, have defamed Wadia by circulating false, baseless and libellous material about him with the sole intention of lowering his reputation. Wadia said the special notices were sent on the letterhead of Tata Sons and have been signed by F N Subedar, chief operating officer and company secretary of Tata Sons. All directors of Tata Sons have been made accused except Mistry and Farida Khambata.
Apart from Naik, other witnesses who would certify Wadia’s good character are former Eicher chairman Subodh Bhargava, former Maharashtra principal industries secretary and Tata Motors independent director V Jairath and others.
Wadia has already sued Tata Sons and its directors for civil defamation seeking Rs 3,000 crore in compensation.
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A source close to Naik said he had nothing to do with the complaint or with the ongoing battle between Tatas and Wadia. His role was limited to giving evidence of Wadia’s good conduct.
“It is clear that Tata Sons is the principal offender who has committed the offence of defamation along with F N Subedar, while the board members of Tata Sons have shared common intention and or abetted the offence by actively participating in the same after a prior concert and have thus committed offences,” Wadia wrote in his petition.
“The accused are thus liable to be prosecuted and punished for the offences committed by them,” added Wadia.
Giving details, Wadia said in the Tata Chemicals board meeting on November 10, Bhaskar Bhat read out an unsigned handwritten statement saying that as Tata Sons had lost confidence in Mistry, it would be appropriate for Mistry not to chair the board meeting. But when the Tata Chemicals board asked Bhat whether he wished to table a formal resolution to this effect, Bhat said he did not wish to do so.
Accordingly, no resolution was moved and the board requested Mistry, the company’s chairman to proceed with the meeting and independent directors reposed their confidence in the board of Tata Chemicals, its management, and Mistry.
Within hours of Tata Chemicals board meeting, the Tata Sons board through a circular resolution resolved to submit a requisition to the boards of Tata Steel, Tata Motors and Tata Chemicals for convening an extraordinary general meeting of their shareholders for passing resolutions to remove of Wadia and Mistry as directors.
Subedar signed and issued special notices dated November 10 at the behest of Tata Sons and its directors addressed to the boards of the three companies. These notices contained defamatory material and were sent without any proof, Wadia said.
