Now, Mistry accuses two independent directors at Tata Sons of collusion

Cyrus Mistry, Tata Group, Bombay House

Cyrus Mistry leaves from Bombay House in Mumbai. Photo: Kamlesh Pednekar

 

  The never ending saga of Cyrus Mistry and Tata Sons battle has taken yet another turn, with the former questioning the independence of independent directors at Tata Sons who voted to remove Cyrus Mistry as chairman in only the second board meeting they attended.

Livemint reports that Mistry family firms, including, Cyrus Investments Pvt Ltd and Sterling Investments Pvt Ltd on Monday filed an affidavit with the National Company Law Tribunal. They accused the independent directors and a trustee director of scheming against Cyrus Mistry.

In the affidavit, Mistry firms alleged that newly inducted directors Amit Chandra and Ajay Piramal compromised on their fiduciary duty when they should have abstained from voting.

The firms lashed out at Tata Trusts-nominated director Nitin Nohria, who is also dean of Harvard Business School. It blamed his 'interests being conflicted' and related his vote to a donation made to the institute by the Tata Group.

Amit Chandra is the country head of private equity form Bain Capital, chairman of Piramal Enterprises.

Ajay Piramal is the chairman of both the Piramal Group and Shriram Group. They both joined Tata Sons board on August 25, two months before Cyrus Mistry was unceremoniously asked to step down as CEO of Tata Sons.

“The three newly inducted independent directors had barely attended one board meeting and yet have purported that it was more than adequate for them to form judgement over how a complex group of companies was being run and that its executive chairman who had run the Tata group for a period of four years must be removed,” said the affidavit.

What does the affidavit say?

* Chandra and Srinivasan conspired with Nohria

* It alleges that Chandra and Srinivasan were appointed at the personal request of Ratan Tata

* The two independent directors were not scrutinized by the nomination and remuneration committee

* Newly inducted directors shouldn’t have voted just because they were new, hence their vote doesn’t have reliance

Amit Chandra on Mistry's accusation:

Chandra, one of the Trusts’ nominee directors on the Tata Sons board denied allegations by Mistry's family firms to The Economics Times. His NCLT filing argues that his 15 years of experience in the social sector were instrumental in him being appointed as a trustee in 2015 and his corporate experience in the appointment as Tata Sons director.

Chandra adds that his board commissions and sitting fees from Tata Sons are pledged to charity.

Nusli Wadia targets independent directors of Tata group

Earlier this month, Nusli Wadia, the chairman of Wadia group of companies, wrote to market regulator, the Securities and Exchange Board of India (Sebi), claiming some of independent directors of Tata group companies have a “direct conflict of interest” and should be removed from the boards.

The persons he has named are Tata Steel independent directors Jacobus Schraven and Andrew Robb, and Mallika Srinivasan and Naseer Munjee, independent director of Tata Chemicals and Tata Motors, respectively, reports Business Standard.