Tata Sons Rejects Noel's Request For Audio-Video Recording Of 17 Sept Board Meeting

Tata Sons has rejected Tata Trusts Chairman Noel Tata's request for sharing an audio-video recording of proceedings of a board meeting held on 17 September in which N Chandrasekaran was reappointed as the chairman of the largest conglomerates' holding company.

Noel, the only dissenter on the vote for the reappointment, had sought the recordings through a series of communications to Tata Sons since the board meeting, which brought out the differences between the top echelons of the salt-to-software group, with the management of Tata Sons on one side and its biggest shareholder on the other.

"Video recording is mandated when one or more Directors attend online. Company has never in the past had a practice of sharing audio/ video recording of in-person meeting," Tata Sons' company secretary Suprakash Mukhopadhyay wrote to Tata Trusts on 9 November.

The recording is not required to be either retained or shared with anybody, including directors, the letter read.

Emails sent to Tata Sons and Tata Trusts went unanswered.

The 9 November communication also said that draft minutes of the meeting were uploaded on the board's app on 1 October, and the "required changes" have been carried out in the minutes after receipt of a reply on 8 October.

A copy of the amended minutes will be uploaded on the app, and the directors can raise issues on the same when they are placed before the board for confirmation at its next meeting.

Noel has been opposed to Chandrasekaran's reappointment on a slew of concerns including the crucial question of listing of Tata Sons. Noel feels Chandrasekaran has not done enough to avert a listing, while Chandrasekaran cites that the company will have to follow the law of the land after the RBI mandated a listing, days ahead of the September 17 board meeting.

The financial performance of some of the bets like the digital foray, Air India and electronics business taken during Chandrasekaran's tenure since 2017 are also among Noel's concerns.

Earlier this year, Chandrasekaran had successfully sought a deferral on the vote on his reappointment because of the lack of consensus.

As per earlier media reports, there were discussions on Chandrasekaran's reappointment at the board meeting where Noel opposed such a move and the resolution was kept pending because of lack of clarity on certain aspects.

Noel, one among the two nominee directors of Tata Trusts on the board of Tata Sons, left the meeting at the group headquarters Bombay House and within an hour of it, Tata Sons announced the resolution publicly.

As per Noel's side, legal clarity was required on the relevant Articles of Associations under which the reappointment was to be carried through, and also shareholder approval at a valid annual general meeting.

The 9 November letter from Tata Sons said that the Registrar of Companies was informed about the reappointment as per Section 117 of the Companies Act, which stipulates a 30-day period for such disclosures.

The reappointment was taken up under the agenda item "Debriefing from Nomination and Remuneration Committee and way forward", the letter said.

Venu Srinivasan, a nominee director of Tata Trusts, had voted for the Chandrasekaran reappointment at the board meet.

The letter also denied any conflict of interest because of business dealings between the families of Chandrasekaran and Srinivasan.