- The dispute centers on Tata Sons' Articles of Association and the chairman's casting vote in board decisions
- Noel Tata opposed the reappointment, but the resolution passed using the presiding chairman's casting vote
- Justice Srikrishna backed the interpretation and stated the nominee director acted according to fiduciary duty
Tata Sons has cited legal opinions from former Chief Justice of India U U Lalit and former Supreme Court judge Justice B N Srikrishna to back the validity of its board decision to reappoint N Chandrasekaran as executive chairman for another five-year term. The company shared the legal opinions in its response to an email from Tata Trusts Chairman Noel Tata questioning the legality of the resolution passed at the Sept. 17 board meeting.
At the heart of the dispute is the interpretation of Tata Sons' Articles of Association, particularly the provisions dealing with nominee directors and the chairman's casting vote. The board had approved Chandrasekaran's reappointment despite Noel Tata voting against the proposal. Venu Srinivasan, the other Tata Trusts nominee director, voted in favour. Chandrasekaran recused himself from the discussion on his reappointment, with independent director Harish Manwani presiding over the agenda. The resolution was ultimately carried with the use of the presiding chairman's casting vote.
According to Tata Sons' response, Justice U U Lalit has opined that the resolution dated September 17, 2026, approving the agenda item for Chandrasekaran's reappointment was “validly passed”.
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Lalit's opinion, as cited by Tata Sons, addresses the equality of votes among directors appointed pursuant to Article 104(B). He has said that the presiding or officiating chairman, by exercising his casting vote, satisfied the requirement under Article 121.
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This interpretation is significant because Tata Trusts has argued that the affirmative voting requirement for its nominee directors cannot be overridden by a casting vote. The Trusts have maintained that since Noel Tata voted against the reappointment while Venu Srinivasan voted in favour, the required majority among the nominee directors was not achieved.
Tata Sons, however, is relying on the interpretation that the equality of votes triggered the casting-vote provision under Article 121, allowing the presiding chairman to break the deadlock.
Justice B N Srikrishna has also backed Tata Sons' interpretation. According to the legal opinion cited by the company, the situation involving the two directors appointed under Article 104(B) resulted in a deadlock, bringing the latter portion of Article 121, dealing with equality of votes and the chairman's casting vote, into operation.
Srikrishna has also said Venu Srinivasan “rightly acted pursuant to the statutory fiduciary duty” in the circumstances, according to Tata Sons' response.
The legal opinions come amid an escalating dispute between Tata Sons and Tata Trusts over Chandrasekaran's reappointment. Tata Trusts had called the September 17 resolution a “legal nullity”, arguing that both of its nominee directors needed to support the appointment. It had also submitted an opinion from former CJI D Y Chandrachud, which took a different view on the use of the casting vote.
Tata Sons had obtained a separate opinion from senior advocate Sudipto Sarkar before the Sept. 17 meeting, which also supported the use of a casting vote in circumstances involving an equality of votes. Business Standard reported that the company subsequently sought opinions from Justices Srikrishna and Lalit after the meeting.
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