Tata Trusts chairman Noel Tata calls Chandrasekaran’s reappointment ‘illegal’, rejects Tata Sons listing
Tata Trusts chairman Noel N Tata voted against the reappointment of N Chandrasekaran as chairman for five-year term. Photograph: (AFP)
Tata Trusts issued a statement saying the resolution to reappoint Chandrasekaran is illegal and that its chairman Noel Tata reiterated the same position in the board meeting. Tata Trusts also pushed back against Tata Sons’ move towards public listing, with Noel saying it would be a mistake.
The Tata Sons board’s decision to reappoint N Chandrasekaran as chairman for another five-year term on Thursday has led to an imminent clash after Tata Trusts called the reappointment “illegal”, seemingly indicating a potential legal and governance dispute at the top of the Tata Group. The Trusts said the resolution approving Chandrasekaran’s reappointment was a “legal nullity” because Noel N Tata, chairman of Tata Trusts and one of the Trusts’ nominee directors on the Tata Sons board, voted against it.
Tata Trusts also pushed back against Tata Sons’ move towards a public listing, with chairman Noel Tata saying it would be a mistake for the firm.
Tata Trusts issued a statement saying the resolution to reappoint Chandrasekaran “is illegal” and that its chairman Noel Tata reiterated the same position during the Tata Sons board meeting.
Noel votes against Chandrasekaran’s reappointment
Noel voted against Chandrasekaran’s reappointment, but the resolution was approved by a majority of the Tata Sons board.
Trending Stories
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
&im=FitAndFill=(700,400))
)
)
)
)
)
)
)
)
&im=FitAndFill=(700,400))
)
)
Tata Trusts said the resolution was a “legal nullity” in view of the provisions of the Articles of Association of Tata Sons.
The statement mentions that the process for appointing a chairman requires a majority of the Trusts’ nominee directors to vote in favour of the resolution. It said the same process applies to both the first appointment of a chairman and the reappointment of an existing chairman.
It added that the board cannot lawfully hold a meeting or pass a resolution on the chairman’s appointment or reappointment unless both Trust nominee directors are present. Such a resolution cannot be validly passed unless both nominee directors vote in favour, it added.
Since Noel Tata, one of the Trust nominee directors, voted against the proposal, Tata Trusts said the resolution was rendered legally void and “without any basis”.
“A resolution now for re-appointment moved at this meeting would therefore ask this Board to set aside three things at once: the Chairman’s own stated decision, the acceptance of that decision by the majority shareholder, and the further process which that shareholder has asked this Company to set in motion,” Noel Tata said in another statement.
‘Board did not consider legal opinion from former CJI’
The statement also said that Noel Tata had submitted a legal opinion from former Chief Justice of India Justice Dr DY Chandrachud supporting the correctness of the Trusts’ position. However, the statement said the Board did not take note of the opinion.
The board also agreed to move ahead with the listing of Tata Sons, the holding company of the Tata Group, but both decisions will have to be approved at the company’s AGM.
Also Read: US Treasury rallies global financial institutions for Op Economic Outcast to isolate Iran
The dispute follows the Reserve Bank of India’s rejection on September 11 of Tata Sons’ application to surrender its registration as a core investment company. The RBI had classified Tata Sons as an “upper layer” NBFC in 2022, a designation requiring the company to list within three years.
The RBI’s decision revived the prospect of a stock-market listing for Tata Sons, and the board on Thursday agreed to move ahead with the listing.
Tata Trusts, together with affiliated trusts, control about 66 per cent of Tata Sons.
‘Tata Model needs to be saved, public listing would destroy character’
However, Tata Trusts chairman Noel said that the Tata Model “needs to be saved,” and a public listing “would destroy the character and strike at the heart of this principle” of the Tata House.
Under Ratan Tata, the matter of a public listing had reached a consensus in March 2024, that the company will remain unlisted, he added.
The Shapoorji Pallonji Group, which holds roughly 18 per cent of Tata Sons, has favoured a listing. The listing question has also exposed differences within the Tata Trusts.
The Sir Dorabji Tata Trust had sought to bind nominee director Venu Srinivasan to vote against the listing, but Srinivasan refused, citing his independent duty as a director and joint nominee.
Chandrasekaran has led Tata Sons since February 2017 and was unanimously reappointed for a second five-year term in 2022.
In February 2026, Noel Tata raised concerns over losses at businesses including Air India and Tata Digital and set out conditions, including keeping Tata Sons unlisted.
