Tata Sons, the holding company of India’s largest conglomerate Tata Group, had amended its Articles of Association (AoA) thrice in over one-and-half decade to give its chairman a free hand, sources close to the company said. Over the past years, the Articles of Association of Tata Sons was progressively diluted to give the chairman more freedom to operate effectively, they said.
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The assertion came after ousted Tata Sons chairman Cyrus Mistry said he was a “lame duck” chairman as shackles around him and interference left him powerless. The AoA was first amended in 2000 to provide that for all decisions, an approval from all nominees of the Tata Trust on the board was needed.
They were again amended in 2012 to dilute the requirement of approval to only eight distinct types of decisions. Only these eight types would require approval from all nominees of the Tata Trusts on the Board of Tata Sons, they said. They added that the AoA was further amended, requiring assent of only a majority of Trust nominated members instead of all members.
This was done to further improve operational freedom for the Chairman, they noted. They further claimed that Ratan Tata, Mistry’s predecessor who was last month brought back as the interim head of the USD 103 billion group, never attended any of Tata Sons board meeting in the last four years. This, they added, was to allow Mistry a free hand.