Wadia’s reply on Wednesday said a licence to requisition a meeting is not a licence to defame. “More so when the reasons supplied are mandatorily required to be published, not only for the benefit of the general body of shareholders to enable them to exercise their vote at the EGM but also to enable the IDs concerned to make representations thereto, which if made are also required to be placed before the general body of shareholders.”
“You have conveniently failed to substantiate and/or submit any proof, furnish any evidence, not a single document or information as called upon by me, which would even remotely show, much less prove, the allegations that have been made against me in the special notice by the directors of Tata Sons, and Subedar. This fortifies my belief beyond doubt that the publication of the said imputations and allegations against me are false, baseless, defamatory and libellous, and have been made by directors of Tata Sons and Subedar with a common intention to tarnish my image and harming my reputation,” Wadia said.
“As far as my fiduciary duties are concerned, on the one hand you seek to assert that you do not wish to advise me on the same and on the other hand, do not agree that they are limited to Tata Steel alone, without specifying what they are. Your comment that they are not limited to Tata Steel alone is incorrect and inappropriate. I reiterate that the independent directors do not owe any fiduciary duties to Tata Sons alone. In any event, I do not owe my fiduciary duty to the undefined Tata group or Tata companies.
The fiduciary duty of an independent director is to all stakeholders of the company of which he is an independent director,” Wadia said.
The directors of Tata Sons and Subedar had embarked on a personal vendetta against him for discharging his duties as an independent director, Wadia wrote in the letter.
He added he had great respect for the late J R D Tata and was shocked that one of Ratan Tata’s first acts as interim chairman of the board of Tata Sons was to move a resolution to seek his removal as an ID, based on ‘deliberate and malicious allegations’. “In fact, it is Ratan Tata who has failed to live up to the high standards of ethics, morality, and corporate governance set by J R D Tata,” Wadia said, in a warning to Tata Sons to withdraw the special notice or face civil and criminal proceedings for defamation.