- Noel Tata challenges Tata Sons' September 17 board resolution on Chandrasekaran's reappointment
- He alleges procedural lapses and demands extensive records within seven days
- Noel questions undisclosed dealings between TVS Motor and Hanno One Warehousing
Noel Tata has escalated his challenge to N Chandrasekaran's reappointment as executive chairman of Tata Sons, alleging procedural lapses in the September 17 board decision and raising questions over potential conflicts of interest involving fellow director Venu Srinivasan.
In a letter dated October 26 to Tata Sons company secretary Suprakash Mukhopadhyay, viewed by NDTV Profit, Noel has sought extensive records and disclosures within seven days. He argues that the September 17 reappointment resolution is void, and questions whether the board was fully informed about commercial dealings between TVS Motor Company and Hanno One Warehousing, a company whose directors include Chandrasekaran's wife and son, and challenges the participation of Srinivasan in the reappointment process.
The letter also scrutinises the role of the nomination and remuneration committee (NRC), compliance with the Tata Code of Conduct and the legal opinions obtained by Tata Sons in support of the decision.
Reappointment challenged over board process
Noel argues that the September 17 resolution to reappoint Chandrasekaran for five years from February 21, 2027, was improperly introduced and subsequently treated as final despite unresolved objections.
He says neither the original nor the revised board agenda identified a resolution on the executive chairman's reappointment. Item 7 was described as "Debriefing from Nomination and Remuneration Committee". The resolution was nevertheless moved under that item, even though the committee's agenda and minutes had not been circulated to directors, according to the letter.
Noel also questions the absence of a selection committee under Article 118 of Tata Sons' Articles of Association, despite a request for its constitution dating back to August 13. He maintains that the affirmative vote required from directors appointed under Article 104B, read with Article 121, was not obtained and that conditions attached to the vote remain unfulfilled.
"The said resolution was, moreover, put to vote subject to conditions which have not been fulfilled," he writes, reiterating his position that the resolution is "void".
He further objects to the company secretary certifying the resolution and filing it with the Registrar of Companies before the board minutes were finalised. Noel says he has received neither the final signed minutes nor a response to his objections.
He has demanded the original audio-video recording and transcript of the September 17 meeting, the final minutes, individual voting records, agenda versions and the audit trail of changes to board papers. He has also asked Tata Sons to inform the registrar that the resolution's validity is disputed.
Hanno One's TVS Motor dealings raise conflict questions: Noel Tata
The second major issue concerns Hanno One Warehousing, a company whose directors include Chandrasekaran's wife, Lalitha, and son, Pranav. The company is approximately 99.99% owned by Hanno Infra LLP, according to the reports cited in Noel's letter.
The letter refers to published reports stating that TVS Motor leased approximately 17.41 acres near its Hosur plant to Hanno One in June 2025 for 29 years, renewable at Hanno One's option.
Hanno One is constructing a facility measuring approximately 3,30,418 square feet for TVS Motor. A deposit of Rs.27 crore was reportedly advanced to the company, while the project cost is estimated at Rs.106 crore. A construction loan of approximately Rs.60 crore from HDFC Bank reportedly finances part of the project, secured against Hanno One's lease rights and the building.
A separate arrangement concerns land near TVS Motor's Mysuru factory for an industrial park estimated to cost Rs.330 crore, intended to serve TVS Motor and its suppliers.
Noel cites reported minutes of a Karnataka Land Audit Committee meeting dated November 6, 2025, which record a Hanno One representative as saying the company had "entered into agreement with TVS Motor company".
The central question in the letter is whether these commercial relationships were disclosed to Tata Sons before Chandrasekaran's reappointment was considered. Noel says he does not recall such disclosures being placed before the board. Noel points out that at the September 17 board meeting, the only disclosure of interest recorded from Venu Srinivasan was that he had ceased to be a director of TVS Group companies on June 10, 2026. No disclosure from Srinivasan or Chandrasekaran concerning Hanno One or its dealings with TVS Motor was recorded under the agenda item on directors' disclosures of interest or when Chandrasekaran's reappointment was considered,
Noel's letter also refers to a Tata Sons spokesperson's reported statement that Hanno One's incorporation had been disclosed in April 2025 to companies chaired by Chandrasekaran, while the TVS Motor transaction did not require disclosure to Tata Sons."
Why Noel questions Venu Srinivasan's role
Noel's allegations extend to Srinivasan, TVS Motor's chairman emeritus and a member of Tata Sons' NRC, which reviews the executive chairman's performance and remuneration.
Srinivasan participated in the committee's deliberations on September 3 and cast the Article 104B director's vote on which Tata Sons relies for the September 17 reappointment resolution.
Noel argues that Srinivasan should have disclosed the relationship between TVS Motor and Chandrasekaran's family to the Tata Trusts and Tata Sons board before participating in the assessment and vote.
"That heightened standard required him to disclose to the Tata Trusts and to the Board any relationship between his company and the family of the person whose reappointment he was called upon to assess and vote on," Noel writes.
He explicitly states that Srinivasan "ought to have disclosed the dealings and recused himself" from both the NRC deliberations and vote on September 3 and the board deliberations and vote on September 17.
Noel further argues that Srinivasan's participation raises questions about the validity of the committee's recommendation and the board decision that followed.
Tata Code of Conduct and conflict declarations
The letter argues that disclosure obligations extend beyond whether a transaction falls within specific provisions of the Companies Act.
Noel invokes the Tata Code of Conduct, which requires executive directors to report actual or potential conflicts immediately and disclose interests held by immediate family members in businesses that may create conflicts.
He argues that a director evaluating the executive chairman's performance while a company he leads has commercial dealings with the chairman's immediate family occupies precisely the kind of position the code is intended to address.
Noel seeks Chandrasekaran's and Srinivasan's declarations of interest, Form MBP-1 filings, annual compliance affirmations and all communications concerning Hanno One and TVS Motor. He also wants records of any April 2025 disclosure and evidence that the board or a committee considered it.
NRC records and legal opinions under scrutiny
Noel has sought the notice, agenda, papers, minutes, attendance records and recordings of the September 3 NRC meeting. He also wants to know whether the committee was informed about the reported commercial dealings and whether the Tata Trusts' August 13 requests for a selection committee were placed before it.
The letter questions the legal opinions relied upon to support Chandrasekaran's reappointment, seeking the instructions, documents and authority under which they were commissioned.
Noel asks whether the Hanno One dealings were disclosed to the legal advisers and whether the opinions considered the potential conflict involving Srinivasan.
He has asked Tata Sons to circulate relevant papers at least seven days before its next board meeting and preserve recordings, disclosures and communications without alteration or destruction.
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