Noel Tata challenges Chandrasekaran’s reappointment as Tata Sons chairman. What happened at the board meeting

Tata Trusts chairman Noel Tata has raised serious objections to the process used by the Tata Sons board to reappoint N. Chandrasekaran as chairman for another five-year term, alleging that the company applied different provisions of its Articles of Association in 2022 and 2026. Noel also claimed that the board announced Chandrasekaran’s reappointment despite an understanding among directors that the decision would not be disclosed until a legal opinion had been obtained and shareholders had approved Chandrasekaran’s directorship at a properly convened general meeting.

The controversy followed a nearly four-hour Tata Sons board meeting on Thursday, after which the company issued a one-page statement saying its board had “resolved by a majority” to reappoint Chandrasekaran for another five years. Tata Trusts nominees Noel Tata and Venu Srinivasan voted against the reappointment. Harish Manwani, who chaired the proceedings, then exercised a casting vote in favour of Chandrasekaran’s reappointment.

The vote marked a setback for Noel, who subsequently sent two letters raising objections to the manner in which the decision was taken and announced. “Conduct of this kind is an affront to the board and to the basis on which its members, including myself, participated in today’s proceedings. To communicate to the public and to the market that a decision has been finally taken, when the directors of the company were assured that the matter remained conditional and unresolved, is irresponsible and carries the plain potential to mislead the shareholders, the employees, the lenders and the wider market,” Noel wrote to Suprakash Mukhopadhyay, Tata Sons group company secretary.

Dispute over Articles 118 and 121

At the centre of the dispute are two provisions in the Tata Sons Articles of Association. Article 118 specifically deals with the appointment of the chairman, while Article 121 relates to wider strategic matters. Noel argued that Article 118 was the appropriate provision for Chandrasekaran’s reappointment and said the same provision had been used when Chandrasekaran was reappointed in 2022. In his letter, Noel said he had raised this point during the board meeting. However, company secretary Suprakash Mukhopadhyay maintained that the 2026 process was being conducted under Article 121.

Noel subsequently attached the minutes of the 11 February 2022 board meeting to support his interpretation. “As those minutes record, that reappointment of chairman was effected under Article 118 of the Articles of Association,” Noel wrote, sharing the minutes. “That is precisely the position I stated, repeatedly, at the meeting held on 17 September 2026, and which was disputed by you”. Noel argued that the 2022 board minutes were directly relevant to the 2026 decision and should have been placed before the directors before the vote.

“It is thus clear that for reappointment of chairman, the operative provision is Article 118. This material was plainly relevant to the vote taken on 17 September 2026 and was not placed before the board, which proceeded without it and at considerable speed,” he wrote. Noel also described the reappointment process as legally invalid. “At the outset, I record that I maintain that the vote taken on the captioned matter, and the entire process followed by the company in relation to it, was contrary to the Articles of Association of the company, and that any resolution claimed to have been passed is null and void ab initio (a term in Latin, which means void from the beginning) and of no legal relevance, efficacy or effect whatsoever,” said Noel.

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Legal opinion becomes another point of contention

Noel’s second letter focused on the board’s understanding that a legal opinion would be obtained on key questions surrounding the reappointment. According to Noel, the board had agreed to seek legal advice on three issues: whether Article 118 applied to the chairman’s reappointment, whether the reappointment could be approved despite his opposition, and whether Harish Manwani could exercise a casting vote in the event of a tie.

The six-member Tata Sons board comprises Chandrasekaran, Noel Tata, Venu Srinivasan, group chief financial officer Saurabh Agrawal, and independent directors Harish Manwani and Anita Marangoly George. Noel presented an opinion from former Chief Justice of India D.Y. Chandrachud to the board. According to Noel, the opinion stated that only a majority of Tata Trusts nominee directors could select the chairman of Tata Sons. The board, however, relied on an opinion from lawyer Sudipto Sarkar.

Disclosure and shareholder approval

Noel also raised concerns over what he said was an agreement among directors regarding disclosure of the decision. He said the board had agreed that Chandrasekaran’s reappointment as a director would first need approval at a properly convened annual general meeting. “It was further expressly agreed at the meeting that nothing would be disclosed to the public in relation to this matter unless and until both of the above conditions had been satisfied,” Noel wrote. Noel also asked Tata Sons to preserve all records of the board meeting, including discussions and deliberations, and ensure that no material was deleted or altered before being circulated to directors.

Tata Trusts rejects casting-vote argument

Tata Trusts subsequently issued its own statement, disputing the characterisation of the proceedings as a tie that could be resolved through a casting vote. “A casting vote cannot revive a stillborn resolution,” said Tata Trusts. “The affirmative support of Tata Trusts nominee directors as mandated by the AoA was not given. The condition failed, and so did the resolution”.

The dispute therefore centres on the interpretation and application of Tata Sons' Articles of Association, the role of Tata Trusts nominees in selecting the chairman, the validity of a casting vote, and the conditions attached to the board's decision and its public disclosure.