Noel Tata calls Chandrasekaran’s reappointment ‘void’ and demands the video of the Tata Sons board meeting

The boardroom at Bombay House is in open dispute again. Noel Tata, chairman of Tata Trusts and a director on the Tata Sons board, has formally challenged the resolution that reappointed N. Chandrasekaran as chairman of the holding company, calling it void and asking for the full video of the meeting at which it was passed.

The letter, dated 26 October and addressed to Suprakash Mukhopadhyay, Tata Sons’ company secretary, goes back to the board meeting of 17 September. The agenda circulated to directors, Noel Tata writes, carried an item headed “debriefing from the Nomination and Remuneration Committee”; a revised version added a Reserve Bank of India letter and related caveat applications. Neither mentioned extending the chairman’s term. Yet a resolution to reappoint Chandrasekaran beyond February 2027 was moved and treated as passed.

The articles he cites

His objections rest on Tata Sons’ articles of association. Article 118, he says, requires a selection committee to be constituted before a chairman is appointed, and none was; no committee recommendation came before the board. Articles 118 and 121 also require the affirmative vote of directors appointed under Article 104B, the trust nominees, and that vote was not obtained. The resolution was put to a vote subject to conditions that were never fulfilled, he writes, and the company then certified it as passed without reference to those conditions and filed it with the Registrar of Companies before the minutes were finalised. “The resolution is void,” the letter states.

He also complains that two written requests over more than three weeks for the audio and video recording, the final minutes and a certified copy of the resolution have gone unanswered, leaving him to rely on a version circulating publicly. “The recording is the only neutral record of what transpired,” he writes, and he wants it, along with the voting details, every version of the agenda and the filings with the Registrar and the Ministry of Corporate Affairs, within seven days. He has asked Tata Sons to tell the Registrar in writing that the resolution is disputed by a director nominated under Article 104B and by the Sir Dorabji Tata Trust, and to take no further step on it until the record is settled.

How it got here

Chandrasekaran, chairman since 2017, said in August that he would complete his term ending in February 2027 and not seek another; the Sir Dorabji Tata Trust then resolved to begin setting up a selection committee for a successor. The board’s September resolution cut across that process. Venu Srinivasan, the second trust nominee on the Tata Sons board, voted with the majority for reappointment, leaving Noel Tata isolated among the nominees. Tata Trusts hold about 66 per cent of Tata Sons. The company has not responded publicly to the letter.