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Tata Motors director alleges governance lapses by parent Tata Sons

NEW DELHI, Dec 14 (Reuters) – 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 biggest conglomerate.

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 outright endorsement.

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.

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