Bombay High Court refuses to stay Tata Sons EGM on Nusli Wadia ouster

Updated: Dec 17, 2016, 08:42 IST | Vinay Dalvi

Arguments were regarding a suit filed by some minority shareholders against Tata Sons for removal of Wadia

Nusli Wadia
Nusli Wadia

The Bombay High Court on Friday refused to stay the extraordinary general meetings (EGMs) that will be carried out by three Tata companies – Tata Steel, Tata Motors and Tata Chemicals to vote for the removal of industrialist Nusli Wadia as independent director.

The suit
The arguments were regarding a suit filed by some minority shareholders against Tata Sons for the removal of Wadia as an independent director.

The suit seeks to challenge Section 169 of the Companies Act that is regarding removal of director by an ordinary resolution. The investors have claimed through senior counsel Navroz Seervai that only a special resolution or a majority can remove an independent director.

Seervai argued before Justice Shahrukh Kathawalla saying that the section did not apply to independent directors like Wadia. Meanwhile, arguing for Tata Sons, senior counsel P Chidambaram claimed independent directors can be removed and a special resolution is required only in the reappointment of independent director.

SEBI letter
Chidambaram also pointed out a letter written by Nusli Wadia in which he said he had written to the boards asking them to carry out the vote and he had full faith in them, but the minority shareholders are now opposing the same saying that they don't have faith.

Meanwhile senior counsel Janak Dwarkadas appearing for Wadia said he had written to SEBI several times about what was happening in the companies, but it did not act. To this, Chidambaram claimed neither SEBI nor the government have powers to act in this case.

No interim relief
Justice Kathawala refused to give any interim relief to the minority shareholders, but asked the companies to keep a post open till it was hearing the matter. The court has kept the matter for final hearing on February 6.

Feb 6
The date on which final hearing of the matter will take place

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