NEW DELHI Dec 14 An independent director of
Tata Motors has alleged governance lapses by the
automaker's parent, Tata Sons, and said it wrongly influenced
directors, stirring up a public power struggle at India's
In a boardroom coup in October, Cyrus Mistry was removed as
chairman of Tata Sons, holding company of the $100 billion
steel-to-autos Tata empire, with family patriach Ratan Tata
temporarily returning to the helm.
Mistry, who had sought to strengthen the firm's governance,
remains a director of several group companies such as Tata
Motors, Tata Steel and Indian Hotels Co Ltd.
Special shareholder meetings have been called by these companies
next week to remove him.
Mistry has found support from some independent directors
like Nusli Wadia, who sits on the boards of some group companies
including Tata Motors, owner of luxury automaker Jaguar Land
Rover, and Tata Steel.
In a scathing 13-page letter to shareholders, seen by
Reuters on Wednesday, Wadia, who has been with Tata for about
four decades, said Tata Sons "sought to illegally and
inappropriately influence events and coerce the directors."
Wadia, head of the Wadia group that has business interests
ranging from textiles to aviation, alleged that Tata Sons
hurriedly sought legal advice to influence Nov. 14 meetings of
Tata Motors' independent directors and its board of directors.
At a meeting on that day, Tata Motors' independent directors
gave a tacit nod to Chairman Mistry, but stopped short of an
Wadia said that, according to the legal opinion obtained by
Tata Sons, if the independent directors were to express their
support for Mistry, it could not be considered "material" and
should not be disclosed to the stock exchanges, thus preventing
Mistry's supporters from issuing any public statement.
Wadia sought legal advice on the company's effective
silencing of the independent directors and was told that it was
not only inappropriate, but also illegal, he said.
He also alleged that Ratan Tata and his close aide, Noshir
Soonawala, also a trustee of Tata Trusts, Tata Sons' biggest
shareholder, sought, and were given, information and briefings
from Tata Motors and Tata Steel about the company's affairs that
were material and price sensitive.
As a result, Tata Steel Europe's strategy, financial data,
and details on its proposed merger with ThyssenKrupp
and other price sensitive information were shared.
Tata Sons has called on shareholders to remove Wadia, as
well as Mistry, as a director on company boards.
Tata Sons had no immediate comment.
(Reporting by Aditi Shah; Editing by Adrian Croft)