Mumbai (Maharashtra) [India], October 27 (ANI): Tata Trusts Chairman Noel Tata has raised objections to the reappointment of N Chandrasekaran as Executive Chairman of Tata Sons, alleging procedural irregularities in the board meeting that approved the decision and questioning the validity of the resolution.
In a letter dated October 26 to Suprakash Mukhopadhyay, Company Secretary and Group Corporate Secretary of Tata Sons, Noel Tata said the reappointment resolution was moved at the board meeting held on September 17 despite the absence of a specific reference to the matter in the agenda circulated to directors.
He also alleged that the company had not provided him with the meeting’s audio and video recordings, the final minutes or a certified copy of the resolution, despite his repeated requests.
“The resolution is void,” Noel Tata stated in the letter, arguing that the reappointment did not comply with the relevant provisions of Tata Sons’ Articles of Association.
According to Noel Tata, no Selection Committee was constituted under Article 118, and no recommendation from such a committee was placed before the board. He further contended that the affirmative vote of directors appointed under Article 104B, as required under Articles 118 and 121, had not been obtained.
The letter also stated that the resolution had been put to vote subject to conditions that had not been fulfilled.
Noel Tata questioned the manner in which the agenda was handled, saying the original agenda described item 7 as a “Debriefing from Nomination and Remuneration Committee”. Although the agenda was subsequently revised to include discussions on a Reserve Bank of India letter and related caveat applications, it did not explicitly refer to Chandrasekaran’s reappointment, he said.
He also objected to the company treating the resolution as final while the board meeting’s records remained contested.
“The recording is the only neutral record of what transpired,” Noel Tata wrote, seeking the complete audio and video recording of the September 17 meeting and any transcript of the proceedings.
He said the company had failed to provide the recording despite two written requests made over a period exceeding three weeks. He also questioned the circulation of a certified copy of the resolution in the public domain and its reported filing with the Registrar of Companies before the minutes had been finalised.
The letter stated that the company had certified the resolution as passed without reference to the conditions subject to which it was put to vote, even as Noel Tata’s objections and dissent remained unresolved.
“It is unacceptable that, despite being a Director of the Company, I have not been furnished with certified true copy of the resolution,” he wrote, adding that he had been constrained to rely on a version circulating in the public domain.
Noel Tata has sought a series of documents and clarifications from the company within seven days, including the meeting recordings, final or revised minutes, voting details, the formal notice and versions of the agenda, and documents filed with the Registrar of Companies and the Ministry of Corporate Affairs.
He has also requested that Tata Sons inform the Registrar in writing that the resolution’s validity is disputed by a director nominated under Article 104B and by Sir Dorabji Tata Trust, and that no further steps be taken on the resolution until the meeting’s record is settled. (ANI)
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