Tata Global Beverages, which at its board meeting on November 15 removed Cyrus Mistry as its chairman, did not provide the video recording of the meet when demanded by the latter. The company said that it cannot provide the video as no recording took place due to some system failure. Sources close to Mistry said that he had sought the video recording after finding discrepancies in the minutes of the meeting.
An email sent to Tata Global Beverages for comments did not elicit any response till the time of going to the press.
According to the secretarial standard on board meetings, which is mandatory under sub section 10 of section 118 of the Companies Act, in case a company offers participation via electronic mode, “the place of the said meeting should be chosen by the company, keeping in mind the availability of infrastructure at such place for recording the proceedings.”
In the meeting of the board of directors of Tata Global Beverages on November 15, in which the directors voted 7-3 in favour of replacing Mistry as the chairman, one of the directors Analjit Singh had attended via video conferencing.
Sources told FE that Mistry is likely to use the non-availability of the video recording in his challenge against his replacement as the chairman of Tata Global Beverages, which he terms illegal.
In a statement issued after his replacement, Mistry had said, “The developments at the board meeting of the Tata Global Beverages is nothing but a repeat of the illegality that the Board of Directors of Tata Sons did on October 24. There was nothing on the agenda about replacement of the chairman just as there was nothing in the Tata Sons Board Agenda on October 24.”
According to the Companies Act, “Any item not included in the agenda may be taken up for consideration with the permission of the chairman and with the consent of a majority of the directors present in the meeting, which shall include at least one independent director, if any.”
Corporate lawyers, however, told FE that the Companies Act also has provisions that negate this. “On several occasions, courts have dismissed the application of a chairman seeking an injunction on his removal by a majority of the board without his removal even being an being on the agenda,” a senior corporate lawyer said.
Timeline of Tata-Mistry saga
– Cyrus Mistry replaced as the chairman of Tata Global Beverages
– Mistry calls it illegal
– Mistry asks for the minutes of the board meeting
– All directors of Tata Global Beverages are sent the minutes of the board meeting
– Mistry asks for the audio
video recording after he finds discrepancies
– Tata Global Beverages’ company secretary informs Mistry that the audio video recording is not available
as there was a system failure during recording
– Mistry questions if the company secretary was working on behest of the ‘powers to be’
– The company secretary denies the charges