Bengaluru: Britannia Industries Ltd published additional details on the resignation of Nasser Munjee, an independent director at Tata group firms and a former director of Britannia, in its annual report published late on Thursday.
Munjee resigned on 25 May from Britannia’s board. While the company said the board had accepted his resignation, it did not divulge any other details in a filing with BSE on 26 May. In its annual report released on Thursday, the biscuit maker published snippets from an exchange of letters between Munjee and Britannia chairman Nusli Wadia.
In his letter to Wadia, Munjee said his continuance on the company’s board was not compatible with his activities at Tata group due to events that had happened over the past few months. He also said Wadia’s questioning his independence on the boards of Tata firms and writing to the Securities and Exchange Board of India (Sebi) had complicated matters.
“As you know, as an independent director who has worked very closely with Mr Ratan Tata, Cyrus Mistry and yourself, I feel I have been caught in the crossfire not of my own making. There have been consequences of this and matters are truly out of my hands. In this whole affair, I have conducted myself keeping in my mind my independence and fiduciary duties and have no regrets for the positions I have taken," Munjee wrote to Wadia, according to the letter filed with the Registrar of Companies (RoC).
In the letter, Munjee also said he had enjoyed being on Britannia’s board and working closely with other colleagues on the board, adding that he found the step an extremely hard one to take.
In January, Sebi said sharing price-sensitive information with a chairman emeritus does not violate insider trading rules. The regulator’s observations came after Cyrus Mistry, the ousted chairman of Tata Sons, and Wadia, who was removed as an independent director from the boards of three Tata listed firms, alleged that some trustees of Tata Trusts, including chairman emeritus Ratan Tata, had sought information on the operating firms. Sebi had also looked at the role of Munjee and another independent director—Mallika Srinivasan.
Wadia, in his response to Munjee’s resignation, said he did not understand the relevance of Munjee’s statement. He said the Wadia Group repeatedly asked Munjee to remain on Britannia’s board and conveyed that his contribution to the company would in no way be affected by his Tata directorships. He also told Munjee that the pressures he was under was solely from the Tatas and not from the Wadia Group.
Britannia’s directors are of the opinion that the reasons stated by Munjee for his resignation are neither germane nor relevant to it, the annual report said. The board appreciated the valuable contribution made by Munjee, it said.
In an emailed clarification to Mint on 17 July, Munjee said his decision to resign from Britannia was a personal one.
“I wish to state that my decision to resign from the Wadia Boards (Britannia and Go Air) was a decision that was taken by me after careful consideration of the situational logic that I found myself given the course of events that is well known. As I have explained in my resignation letter, Mr. Wadia has complained to the Sebi about my lack of independence on the boards of Tata Motors and Tata Chemicals; where he in his capacity as Chairman of the Nomination and Remuneration (Committee) had accepted my independence in the first place! Faced with this allegation, I clearly had no choice but to resign from both Boards. This decision is a personal one and does not reflect any “pressures" I was under by either side. The reasons for my decision have been articulated in my letter and they should be taken as my own conclusions as an independent director. Whether it is germane or relevant to the Britannia Board is irrelevant. This is a personal decision that I made and it should be respected as such," Munjee said in his email to Mint.
This story has been updated to include Munjee’s reaction.