Noel Tata, Chairman Tata Trusts has written to the Tata Sons board questioning the processes followed at its Sept. 17 meeting, sources told NDTV Profit. In an email sent on September 30, Tata pointed out that N Chandra's appointment was not on the agenda for the September 17 meeting. His reappointment was brought up under "Debrief by NRC", the sources said.
Tata also questioned the post facto legal opinions, seeking details of the process followed at the meeting and the basis on which legal opinion was sought. He also asked for the minutes and video recording of the board meeting. Noel Tata had stated that no resolution was passed in meet of Sept. 17 in earlier letter.
Tata Trusts Challenges Validity Of Resolution
Tata Trusts has officially declared the Tata Sons board resolution reappointing N Chandrasekaran for a third term as "illegal" and a "legal nullity." In a strongly worded press release on Sept. 17, the majority shareholder confirmed that Noel Tata, Chairman of Tata Trusts and a nominee director on the Tata Sons board, voted against the reappointment during Thursday's highly charged meeting.
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NDTV Profit on Sept. 24 had reported Tata Sons citing legal opinions from former Chief Justice of India U U Lalit and former Supreme Court judge B N Srikrishna supporting its decision to reappoint N Chandrasekaran as executive chairman for another five-year term.
The dispute centres on Tata Sons' Articles of Association, particularly provisions governing nominee directors and the chairman's casting vote. Noel Tata opposed the reappointment, while Venu Srinivasan, the other Tata Trusts nominee director, supported it. Chandrasekaran recused himself, and independent director Harish Manwani presided over the discussion. The resolution passed through the presiding chairman's casting vote.
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According to Tata Sons' response, Lalit said the resolution was "validly passed". His opinion held that the casting vote satisfied Article 121's requirements when directors appointed under Article 104(B) were equally divided.
Srikrishna also supported this interpretation, saying the deadlock between the two nominee directors triggered Article 121's casting-vote provision. He said Srinivasan acted in accordance with his statutory fiduciary duty, according to the company.
Tata Trusts has called the resolution a "legal nullity", maintaining that both nominee directors needed to support the reappointment. It submitted an opinion from former Chief Justice D Y Chandrachud taking a different view.
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