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Six of The Hindu directors want Monday's resolutions recalled

Source : BUSINESS_STANDARD
Last Updated: Thu, Oct 24, 2013 20:41 hrs
​The Hindu

The recent change of guard at The Hindu group of publications, wherein the family members have returned to the helm of daily operations, is likely to get into more controversy.

Six of the 12 board members who'd opposed the move - it went through with the chairman's casting vote - are now demanding the board recall and cancel the resolutions passed in Monday's meeting.

In a letter dated October 23, whose subject line is Illegalities at the meeting of the Board on October 21', the dissenting members have said all actions by the chairman (N Ram) during the meeting were "clearly arbitrary and illegal". Asking for a reply in three days, the letter said, "We reserve our right to initiate suitable action if the above reasonable requests are not met."



When asked, N Ram, chairman, and N Murali, co-chairman of Kasturi & Sons Ltd (KSL), the holding company, said: "This is nothing new and nothing to be concerned about."

The six directors opposed to the Ram-Murali decision are K Balaji, K Venugopal, Ramesh Rangarajan, Lakshmi Srinath, Vijaya Arun and Akila V Iyengar. Their four-page letter says, "The impugned resolution of October 21 be forthwith recalled and cancelled." The letter has been sent to the other members - N Ram, N Murali, N Ravi, Nalini Krishnan, Nirmala Lakshman and Malini Parthasarathy.

On Monday, after the KSL board meeting, Ram announced it had decided to appoint him as chairman, N Murali as co-chairman, N Ravi would be Editor-in-Chief and Malini Parthasarathy the Editor of The Hindu.

The dissenters have said the way the board meeting was conducted was illegal. "The draft resolution is ex-facie illegal and untenable as roles have been unilaterally decided and assumed by each of you above named and some roles have been allocated unilaterally to the undersigned," the letter said.

Also, "It appears the decision to use a casting vote and ensure illegal passage of the resolution seemed to have been taken before the meeting commenced and you had decided to ignore the view of the rest of the board." The letter says the casting vote was used by Ram to place himself and his family members in positions of absolute power. "All of these actions are clearly arbitrary and illegal."

They alleged the entire proceedings were conducted in an arbitrary, high-handed and unilateral manner. "The holding and the manner of conducting this meeting is also in gross violation of the provisions of the Companies Act."

The dissenting six have also said due process were not followed in confronting the editor and chief executive officer (removed as a result of Monday's meeting) "on various vague and baseless allegations and accusations, to which the undersigned raised their protest during the meeting".

The dissenting members have also alleged that the draft resolution was prepared before the Monday meeting and not circulated to all members.

Of the removal of the editor and CEO, Ram had later spoken of "...recurrent violation of the code of editorial values of the Hindu and recurrent violations on the business side", for the action against Siddharth Varadarajan (editor) and Arun Anant (CEO). The dissenters have said the removal of these professionals was arbitrary and legally indefensible.

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