Independent director Nusli Wadia removed from Tata Steel board

Shareholders of Tata Steel Ltd have voted out independent director Nusli Wadia, who was alleged to have sided with the estranged chairman Cyrus Mistry.

As many as 90.8 per cent of the shareholders present and voting at the company’s extraordinary general meeting on Wednesday voted in favour of the resolution moved by Tata Sons seeking his removal, the company said in a regulatory filing.

Wadia, chairman of Britannia Industries, did not attend the meeting saying it was stage-managed.

Of the 97.12 crore shares, 62.54 crore or 64.4 per cent of them voted on the resolution. Out of the votes polled, 56.79 crore or 90.80 per cent, voted in favour of the resolution.

The number of votes against the motion were 5.75 crore or 9.20 per cent.

The motion was carried in favour of the resolution with overwhelming majority way beyond a special resolution hurdle of 75 per cent, even though this motion was an ordinary resolution requiring simple majority.

The promoter and promoter firms held 30.45 crore shares in the company, of which 29.59 crore voted, all of them in favour of the resolution.

Of the 32.95 crore non-promoter shareholders polled, 27.20 crore, that is 82.5 per cent, were in favour of the resolution.

The total number of votes polled against the proposal was 5.75 crore, accounting for 17.5 per cent of non-promoters.

Even if the promoter votes were excluded, the voting result showed an overwhelming majority of three-fourth in favour of the resolution.

Institutional investors held a total of 42.64 crore shares, out of which 31.99 crore, which is 75 per cent, were polled.

As much as 26.39 crore of institutional shares, which is 82.5 per cent, voted in favour of Wadia’s removal, Tata Steel said. The share of institutional shares which polled against the resolution was 5.60 crore, that is 17.5 per cent.

As for retail shareholders, the company said that out of a total of 24.02 crore shares, 96.14 lakh voted, with 81.21 lakh (84.4 per cent) in favour and 15 lakh (15.6 per cent) against.

Both institutional and retail voted on a similar pattern with significant majority well beyond the 3/4th majority mark in all categories.

Last week, Wadia had filed a Rs 3,000-crore defamation suit against Ratan Tata, Tata Sons and some of its directors.  He filed the case in the Bombay High Court following the move by Tata Sons to remove him from the board of the three companies including Tata Steel, Tata Motors and Tata Chemicals.

Wadia had denied allegations by Tata Sons that he was acting in concert with ousted chairman Cyrus Mistry. Besides, he has refuted claims that he was “galvanising” independent directors and mobilising opinion, forcing disruptions and issuing statements” which were contrary to the interest of the companies as “totally baseless and completely unsubstantiated”.