India’s biggest boardroom coup to oust Cyrus Mistry as the Tata Sons chairman on October 24 was planned months in advance.
The Hindu has details of what exactly happened and how Mr. Mistry was removed within an hour of the meeting’s start.
The minutes of the board meeting, that started at 2 p.m. and concluded by 3 p.m., reveal that Mr. Mistry was informed that Ratan Tata would join the board meet.
Even before the agenda items could be considered, Nitin Nohria, non-executive director of Tata Sons, said that Tata Trusts had asked its nominees on the board of Tata Sons to bring a motion to the board of Tata Sons.
Amit Chandra, another non-executive director, informed the board that a meeting of the Trust directors was held earlier in the day and it was agreed to move a motion to request C.P. Mistry to step down as the executive chairman of Tata Sons Limited as the Trusts had lost confidence in him for a variety of reasons.
Tata’s request
Mr. Chandra also said that Mr. Tata had just met Mr. Mistry and had requested him to step down.
Mr. Chandra sought the views of Mr. Mistry on the said motion. In response, Mr. Mistry sought 15 days’ notice for taking up such an item for the consideration of the board and stated that the present action was illegal.
Mr. Chandra mentioned that the Trusts had obtained legal advice stating that such a notice was not necessary.
Mr. Mistry said that he would like to obtain a legal advice since the legal opinions were not made available to him and he did not agree with them. Since Mr. Mistry was an interested party in relation to the motion, Mr. Chandra requested Vijay Singh to act as the chairman.
Mr. Chandra proposed that Mr. Singh be elected as the chairman for the board meeting in place of Mr. Mistry. The proposal was seconded by Venu Srinivasan and a series of resolutions were put to vote.
Requisite majority
Mr. Mistry recorded his objections to move the resolutions by stating his view that it was not legal for the resolutions to be taken up while Mrs. Farida Khambata abstained from voting on the above resolutions. The other directors voted in favour of the above resolutions and the resolutions were carried by a requisite majority.
After the resolutions were passed, Mr. Tata said that it was important for the Group to move forward in as seamless a manner. He said that it was Mr. Mistry’s choice on whether he would like to continue as the non-executive director of Tata Sons. Mr. Mistry said he would continue on the board.
Mr. Tata stated that the developments at the meeting would need to be reported by way of a press conference as far as the company was concerned. The board decided to move ahead with the press announcement, since the developments were material.
