Tata Sons refuses Noel Tata’s request for recording of Sept 17 board meeting where N Chandrasekaran was reappointed: Report

Tata Sons has reportedly refused Tata Trusts chairman Noel Tata's request for an audio-video recording of the September 17 board meeting at which N Chandrasekaran was reappointed chairman of the group holding company for a second five-year term, saying it is neither legally required to retain nor share recordings of in-person board proceedings.

According to a report in The Economic Times, in a November 9 letter it has seen, Tata Sons said neither the law nor its Articles of Association (AoA) requires the company to preserve or provide recordings of physical board meetings to directors. The response followed communications from Noel Tata dated September 18, September 30, October 8 and October 26, it said.

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The report added that the letter stated the company did not have a practice of sharing audio/video recording of proceedings of an in-person board meeting with the directors, adding that such recordings are meant only to help the company secretary prepare draft minutes and need not be retained or shared.

The letter, signed by company secretary Suprakash Mukhopadhyay, said the draft minutes of the September 17 meeting were uploaded on the board app on October 1. Noel's comments, received on October 8, were reviewed and appropriate changes incorporated. A copy of the minutes would be uploaded on the board app, it said.

Tata Sons also defended the procedure followed for Chandrasekaran's reappointment, saying the matter was included in the board agenda, discussed by all directors and approved by a majority. Noel Tata was the sole director to oppose the resolution.

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The company maintained that Article 118 of its AoA, which provides for a selection committee, did not apply to the reappointment of an incumbent chairman. It also said the resolution was filed with the Registrar of Companies in compliance with the Companies Act, 2013.

The exchange comes amid widening differences between Noel Tata and Tata Sons over governance, leadership succession and the functioning of the holding company.

Tata Sons also rejected conflict-of-interest concerns surrounding Chandrasekaran's reappointment and TVS Motor chairman emeritus Venu Srinivasan's vote in favour of it. The company said there were no transactions between Tata Sons and TVS Motor and no conflict arising from business dealings between TVS Motor and Hanno One Warehousing, in which Chandrasekaran's wife and son have disclosed interests.

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It said Srinivasan's relationship with TVS Motor was fully disclosed and did not create a conflict with his responsibilities as a Tata Sons director.

The company added that Noel's October 26 notice under Article 121B of the AoA had been noted and would be dealt with under the applicable provisions.