Nusli Wadia
Nusli WadiaTwitter

Chairman of the Wadia group of companies Nusli Wadia has urged capital market regulator Securities and Exchange Board of India (SEBI) to take action against three independent directors from three Tata group companies.

Wadia alleged that these directors had made wrong declarations in the company annual reports, Business Standard (BS) reported.

In his letter, Wadia named Tata Steel independent directors Andrew Robb and Mallika Srinivasan, and Nasser Munjee, an independent director on the boards of Tata Chemicals and Tata Motors.

In the eight-page letter to SEBI Chairman Ajay Tyagi, Wadia requested Tyagi to conduct a "full and impartial investigation" under listing regulations on the reports submitted by the audit committees of the respective companies, BS reported.

Citing annual reports, the audit committees have filed their responses with SEBI. The audit committee had also examined the charges made by Wadia.

But Wadia said that Munjee, the chairman of the audit committee of both Tata Motors and Tata Chemicals, is not independent and the committee, therefore, was "wrongfully and illegally constituted".

"The audit committee of these companies, whose chairman though not independent, de facto and de jure, reported to Sebi that there has been compliance with all legal requirements and corporate governance standards," Wadia wrote in his letter to SEBI.

The chairman of Wadia family-owned conglomerate pointed out that committees were constituted in violation of the Companies Act.

"The agenda is how to ensure independent spirit of the independent directors. There is a lot of criticism on whether the independent directors are really independent. This is a problem worldwide. All matters related to the role of independent directors are being discussed very thoroughly," BS quoted Sebi's whole-time member S Raman.

This is the second letter Wadia has written to the regulator, alleging the independent director had a direct conflict of interest. He wrote the first letter on January 6 when he was holding position of as chairman of the nomination and remuneration committees of these companies.

As an independent director, Nusli Wadia served on the boards of Tata Steel, Tata Motors and Tata Chemicals for over 25 years. Earlier, in October last year, when Cyrus Mistry was ousted as Tata Sons chairman, Wadia supported him. In January, Mistry and Wadia were removed from the boards of all Tata companies.

Last year, Wadia had sent a defamation notice to the Tata Sons board asking it to withdraw "false" and "defamatory" allegations made against him or face a lawsuit. The industrialist had said that the company's plans to remove him as an independent director had harmed his reputation and public image.