The articles of association (constitution) of Haldia Petrochemicals say its chairman can only be appointed by consensus and not by majority.
Yesterday’s board meeting saw the replacement of TCG chief Purnendu Chatterjee as Haldia Chairman by commerce and industries minister Partha Chatterjee. His appointment has been secured as the company’s chairman by majority support of directors and TCG telling HPL’s board that it had moved the court of arbitration of Paris-based International Chamber of Commerce (ICC) for settlement of all outstanding disputes. Partha Chatterjee’s appointment, opposed in Tuesday’s board meeting by the three TCG representatives, was supported by nine other directors. It is seen as a move aimed at re-establishing the state government’s control over HPL—a reversal of the state’s decision eight months ago to give TCG a larger say in the management of the company. In Tuesday’s board meeting, HPL also agreed to convert Rs. 128 crore of debt into equity and sell new shares to lenders, said an HPL director, who declined to be identified. This is the first step being taken by the company to comply with the conditions laid down by the lenders for restructuring of its debt.