The Bombay High Court on Friday ruled that the Tata Group must not fill the posts of independent director Nusli Wadia in three of its companies even if he is voted out during extraordinary general meetings scheduled for next week. The court said one spot on each company’s board must be left vacant until “further notice”.
The court was hearing a petition by a group of four minority shareholders against a notice calling for Nusli Wadia to be removed from the boards of Tata Motors, Tata Steel and Tata Chemicals at next week’s meetings. The bench said even if Wadia is voted out, the post can only be filled once this suit is resolved.
The minority shareholders’ petition said independent directors had an important role in the functioning of a company, and that such a role had been formally recognised in the Companies Act, 2013. It also argued that such a process of removal does not apply to independent directors, who are “appointed for a fixed tenure and not liable to retire by rotation”.
However, the counsel for the Securities and Exchange Board of India said this was a matter of company policy. P Chidambaram, appearing for Tata Sons, argued against any interim relief to the minority shareholders, saying, “The argument that independent directors cannot be removed is absurd. If the President of India, judges, MPs can be removed it is inconceivable that independent directors cannot be removed,” The Times of India reported.
The decision to remove Wadia, and ousted Tata Sons chairman Cyrus Mistry, from the boards of the three companies was made on November 11, following a Tata Chemicals’ board meeting, at which Wadia and a few other independent directors supported Mistry as the chairman of the board. However, Wadia said Tata Sons had ousted him from companies under the group for his independence of “mind and action”. “Allegations levelled against me by Tata Sons that I have been acting in concert with Cyrus Mistry are totally false and baseless,” he said. Mistry was ousted as chairman of Tata Sons on October 24.