Posts Tagged ‘Company Law Board’

Nirmala Lakshman: I didn’t step down, I resigned

21 July 2011

This is the full text of Nirmala Lakshman‘s July 20 letter to the board of directors of Kasturi & Sons, the holding company of The Hindu, on why she can no longer continue as the joint editor of the paper, following the elevation of Delhi bureau chief Siddharth Varadarajan as the next editor of the paper.

Unlike her cousin N. Ravi and her sister Malini Parthasarathy, who have consistently opposed the decisions of N. Ram & Co, Nirmala went along with last year’s”demotion” of N. Murali, which entailed the controversial appointment of her son Narayan Lakshman as the paper’s Washington D.C. correspondent.

The nearly identical tone of the resignation letters of Ravi, Malini and Nirmala give the indication that it is part of a strategy as the company law board prepares to hear The Hindu on a daily basis, as directed by the Supreme Court. They are also, in a sense, a hint that it will not be all smooth sailing for the professionals.

***

Dear colleagues,

It is with a deep sense of disappointment and sadness that I write this letter. The present board of directors has used a tenuous majority to force me out of my position as joint editor of The Hindu.  With the appointment of Siddharth Varadarajan as editor it has become untenable for me to continue as joint editor of The Hindu.

I would like to state for the record that I strongly protest this manner of trying to reorganize the company; with little foresight, complete insensitivity, and a lack of grace and decency. Opportunistic factionalism has taken precedence over concern for the institution’s welfare and progress as demonstrated in recent months.

Under the guise of professionalizing, experienced and professionally trained family members who have worked conscientiously and tirelessly for this institution for decades have been jettisoned to serve the self interest, the misguided perceptions and the personal agenda of a few.

With competitors making alarming inroads into our territory, functioning in this cavalier manner and playing the numbers game does not bode well for the future of The Hindu.

I would like to also reiterate that I am not “stepping down” as per the majority propelled board diktat but resigning of my own accord as joint editor. I will however continue as whole time director of the company.

Please take this letter on record.

Nirmala Lakshman

Also read: Why N.Ravi quit Hindu after 20 years as editor

Malini Parthasarathy quits as Hindu exec editor

Malini Parthasarathy: Why I quit Hindu as executive editor

The four great wars of N. Ram on Hindu soil

Why N. Ravi quit as Hindu’s editor after 20 years

21 July 2011

This is the full text of N. Ravi‘s July 20 letter to the board of directors of Kasturi & Sons, the holding company of The Hindu, on why he can no longer continue as the editor of the paper, following the elevation of Delhi bureau chief Siddharth Varadarajan as the next editor of the paper.

***

Dear colleagues

I write this letter with a deep sense of distress over the unsavoury happenings in the company that we and generations before us have nurtured with great care and dedication.

You are all aware that I have been working in a professional capacity in The Hindu since 1972.  The period when I was in charge as Editor between 1991 and 2003 saw the unprecedented expansion in the reach and coverage of The Hindu, and its transformation into a truly national newspaper that engaged in a lively and interesting way with the issues of the day.

The Hindu was then occupying the second position among the English language newspapers in terms of circulation.  The primacy of the editorial side was firmly established, fair coverage and diversity of opinions were ensured and the newspaper stood up to the pressures from governments as well.

It was also a period when people went about their work with total commitment and dedication with little inclination for boardroom politicking.  A fair degree of harmony was established among family members in 2000 which, however, lasted only until 2003.

Recent events have shown that deceit, lack of probity and bad faith have come into the dealings among family members on the board with a clique being formed through exchange of unmerited favours.

The turn of events since September 2009, and particularly since February 2010, have been marked by reneging on commitments made and agreements reached, benefiting from favours but not honouring reciprocal obligations and the vindictive removal of responsibilities from some and handing them to inexperienced and unsuitable family members to humour them and shore up support for a clique.

After having sworn by tradition and continuity for so long, to suddenly seek to remove highly qualified shareholder family members from the posts they have been holding for decades reeks of vindictiveness and the pursuit of colourable personal agendas.

A combination of megalomania and a crass disregard of the values that The Hindu has always stood for has brought the institution to this sorry state. It is shocking that some of the board members should want to run a media institution like a company producing plastic buckets with purely commercial considerations and unethical practices overwhelming editorial interests and values, thereby damaging the credibility of the newspaper.

The whole exercise of removal from posts on the editorial side is sought to be carried out in the guise of professionalisation as if the family shareholders holding positions on the editorial side are not in themselves qualified professionals.

Also, any claim of professionalisation is a sham as the separation of ownership from management is being applied selectively to some shareholders even as some other shareholders including wholly unqualified persons are being allowed to continue in high positions.

Ironically, the board clique that now speaks of professionalisation has been resisting suggestions to frame norms for the selection of family members to different posts and has been continuing to distribute responsibilities as largesses arbitrarily and without regard to qualifications.

The same arbitrary, non-professional procedure was followed even in the case of the appointment of Siddharth Varadarajan: his name was announced for the first time at a board meeting and passed without any discussion in a few minutes.

There were no selection procedures or prior consultation or evaluation of candidates that are normally followed in any well run company. In other words, the start of the so called professionalisation process has itself been carried out in a wholly arbitrary, non-professional way.

You are all aware that the board clique that removed the responsibilities of N. Murali was indicted by the Company Law Board in CP 25 of 2010 as lacking in probity and good faith. The same lack of probity and good faith is on display now in dealing with the reorganization of the editorial side and the actions of the board clique have been challenged in a company petition.

While the SLP before the Supreme Court stands disposed of without a stay but with directions for expedited hearing, the company petition is still pending before the CLB.

In the circumstances, the unseemly hurry in pushing through the appointment of Siddharth Varadarajan as Editor has made my continuance as Editor untenable. I hereby resign as Editor of The Hindu to which post I was designated in 1991.  However, I will continue as a wholetime director.

Sincerely,

N. Ravi

Also read: Malini Parthasarathy quits as Hindu exec editor

Malini Parthasarathy: Why I quit Hindu as executive editor

The four great wars of N. Ram on Hindu soil

 

 

The four great wars of N. Ram on ‘Hindu’ soil

23 April 2011

G. Kasturi (left), with editor-in-chief N. Ram (centre) and his younger brother, managing director N. Murali, at the 125th anniversary celebrations of The Hindu, in September 2003

ARVIND SWAMINATHAN writes from Madras: As if to prove the old adage that blood is thicker than water, there have been four rounds of internecine strife in the last 22 years in the undivided Hindu family that owns and runs India’s “most respected” newspaper.

To no one’s surprise, Narasimhan Ram aka N. Ram, the card-carrying Marxist who drove CPI (M) strongman E.M.S. Namboodiripad around town, and was a college mate of current CPI(M) general secretary Prakash Karat, has been the central figure in all four of them.

Equally unsurprisingly, the warring parties in the first round have found themselves on the same side of the war in the next three skirmishes.

***

The first great HINDU mahayudh of 1989

At war: Editor G. Kasturi and associate editor N. Ram

The issue: Discontinuation of Bofors investigation

The war: Uncharacteristically, The Hindu which prides itself as a “newspaper of record”, goes ballistic about the Bofors scandal, thanks to Chitra Subramaniam, who has hopped over to the paper from The Indian Express, carrying the Bofors legacy. Chitra and N. Ram, then no.2 in the editorial hierarchy, do a number of jointly bylined stories. In October 1989, The Hindu publishes the first part of a three-page article with the promise “To be continued”.

However, Kasturi blocks the second instalment and publishes a front-page note explaining the discontinuation. It reads, “Enough has been written supported by extensive documentation in The Hindu to establish the face of the cover-up and the non-serious pursuit of the investigation by the official agenies and give the lie to the government’s latest assertions.”

Miffed, Ram goes public and issues a statement against his uncle (G.Kasturi is Ram’s father, G. Narasimhan‘s brother) for acting “arbitrarily, capriciously and in a manner highly derogatory of the traditions, norms and values of independent, ethical journalism,” and calling the editor’s note “a conspicuous insult to the traditions of independent, intellectually and socially serious, and ethical journalism.”

At a press conference, Ram also freely distributes the unpublished second-part of the Bofors investigation, with all the relevant documents, and invites newspapers to carry it. Ram also approaches the Press Council of India with a 15-page complaint against G. Kasturi.

The fallout: Ram is divested of his responsibilities at The Hindu, and sinecured to take charge of the group’s fortnightly, Frontline, and the sports weekly, Sportstar. G. Kasturi makes way for N. Ram’s youngest brother N. Ravi, who takes over as editor in 1991. From the other side of the family tree, Ram’s cousin Nirmala Lakshman becomes joint editor, and her sister Malini Parthasarathy becomes executive editor under Ravi. Chitra Subramaniam exits The Hindu and has “many harsh things to say about Ram.”

***

The second great HINDU mahayudh of 2003

At war: Editor N. Ravi and executive editor Malini Parthasarathy, versus N. Ram (backed by G. Kasturi)

The issue: The editorial direction of The Hindu

The war: Against the backdrop of complaints that the paper was veering far too much to the left and alienating “loyal” readers with its anti-Jayalalitha and anti-Hindu stance, the board of directors of Kasturi & Sons passes a resolution appointing whole-time director N. Ram (till then editor of Frontline and Sportstar) as editor-in-chief of The Hindu, placing him over editor N. Ravi.

The change of guard comes just three months before the 125h anniversary celebrations of the “Mount Road Mahavishnu.

“It is true that our readers have been complaining that some of our reports are partial and lack objectivity. But it also depends on reader beliefs,” joint managing director N. Murali, the brother of N. Ram and N. Ravi, is quoted as saying. Ram takes charge, promising to keep news and opinion separate.

The fallout: Ram presides over the 125th anniversary, with neither Ravi nor Malini in the frame. In November 2003, the Tamil Nadu government turns The Hindu into a cause celebre by ordering the arrest of the publisher of The Hindu, S. Rangarajan, journalists V. Jayanth and Radha Venkatesan, and N. Ravi and Malini Parthasarathy for breach of privilege of the assembly for articles that had appeared in April of that year. Although they continued to be editor and executive editor respectively, neither Ravi nor Malini write for several years.

Tamil Nadu police enter the cubicle of editor-in-chief N. Ram at The Hindu offices, in November 2003

***

The third great HINDU mahayudh of 2010

At war: N. Ram (backed by G. Kasturi) versus N. Murali  and N. Ravi

The issues: Retirement norms for family member-directors; entry norms into the business for younger members of the family; overall corporate governance issues

The war: The two aggrieved brothers of N. Ram say he reneged on a September 2009 promise to retire by May 2010 upon turning 65, thus paving the way for N. Ravi to take over as editor-in-chief.

By a 9-3 vote, the Hindu board kicks N. Murali upstairs by making him senior managing director confining his powers to only the circulation department; simultaneously G. Kasturi’s son K. Balaji is made managing director with overarching powers. Ram tells Business Standard that Murali had been redesignated “with his consent at the board meeting” and that Balaji had been appointed MD “as part of succession planning, which has been actively advocated by Murali to his credit.”

But it is the appointment of family members—N. Ram’s daughter Vidya Ram, Nirmala Lakshman’s son Narayan Lakshman, and Nirmala’s (and Malini’s) sister Nalini Krishnan‘s son Ananth Krishnan—as foreign correspondents that has most tongues wagging.

Malini Parthasarathy, who is not married, is most aggrieved by this turn of events. The Indian Express reports that Ravi and Malini objected to the manner in which “Kasturi’s resources, financial as well as editorial, were used to further the interests of some board members.”

The fallout: Ram makes public the decisions taken by the board in a front-page announcement. The issue goes to the company law board (CLB), which in December 2010 orders the reinstatement of N. Murali as managing director but declines to interfere with new appointments made, including that of K. Balaji as managing director, or to implement a retirement age for family members on the company’s board.

Narayan Lakshman, Vidya Ram and Ananth Krishnan

***

The fourth great HINDU mahayudh of 2011

At war: Editor-in-chief N. Ram, versus N. Ravi, Nirmala Lakshman and Malini Parthasarathy

The issue: Separation of management from editorial

The war: Less than a month before he is to demit office upon turning 65, Ram breaks with tradition and announces that the board has decided to appoint a “professional editor” who will be responsible for selection of news under the PRB act. This, he adds, is to happen when N. Ram steps down as editor-in- chief and N. Ravi steps down as editor.

“The other directors working on the editorial side would also step down from their current editorial designations in such time as the board may decide and become part of a committee of the board of directors known as the editorial board,” the board decides in a 7-5 decision.

N. Ravi, who joined the company in 1972 and was waiting to take over as editor-in-chief from Ram, shoots off a mail to all employees against the “shocking display of bad faith” by his brother. “Ram seems bent on taking all the editorial directors — most are in their 50s — into retirement with him, with a scorched earth policy to ensure that no one in the family succeeds him…. In a sudden change of rules and under the specious plea of separating ownership from management, along with my removal as editor, Nirmala Lakshman is to be forced to “step down” as joint editor and Malini Parthasarathy as executive editor.”

Ravi also accuses Ram of going soft on 2G scam accused A. Raja, of hogging the limelight in an “unceasing self-glorification campaign”, and a pronounced pro-China tilt.  Ravi’s contention that there was quid pro quo amounting to paid news in an interview with A. Raja in exchange for an advertisment is shot down by Ram at a press conference in Delhi, where he calls the charge “egregariously defamatory“.

The fallout: The dispute is likely to go to court. Malini Parthasarathy tweets: “After me the deluge”! Real story at The Hindu is the removal of a sitting Editor and continuing backdoor control of editorial by proxies.” N. Murali, who is away in the United States, says that the attempt to alter the basic structure of the business should be passed with a three-fourths majority by the EGM on May 20.

Also read: Indian Express vs The Hindu; N. Ram vs N. Ravi

Now it’s Malini Parthasarathy vs ‘The Stalinists’

N. Ram is stalling Malini Parthasarathy‘s ascent’

Express declares ceasefire, brothers declare war

When it’s all in the family, it is all in the family

Under N. Ram, The Hindu becomes an apology of a paper

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