Sept 25,2026: Tata Sons has rejected Tata Trusts chairman Noel Tata’s objections to N Chandrasekaran’s reappointment as chairman, citing legal opinions from three senior lawyers to support the validity of the September 17 board resolution and the use of the chairman’s casting vote.
In a September 24 letter to Noel Tata, the holding company cited opinions from former Chief Justice of India U U Lalit, former Supreme Court judge B N Srikrishna and senior advocate Sudipto Sarkar. Tata Sons said the three opinions supported its interpretation of the company’s Articles of Association (AoA).
The dispute centres on the voting process for Chandrasekaran’s third five-year term. Chandrasekaran recused himself from the vote. Four of the five directors who voted backed his reappointment, including Tata Trusts nominee Venu Srinivasan, while Noel Tata voted against it. Harish Manwani, who presided over the meeting, subsequently exercised the casting vote.
Tata Trusts has challenged the validity of the resolution, arguing that the two Trust-nominated directors must provide the required affirmative majority and that a casting vote cannot be used when there was no equality of votes at the overall board level.
Lalit backed Tata Sons’ interpretation of the casting-vote provision. He said the split between the directors appointed under Article 104B created an occasion for the presiding chairman to exercise the casting vote under Article 121, and concluded that the September 17 resolution “was validly passed”.
Srikrishna also supported the procedure adopted by the board, saying it was “perfectly consonant with the letter and spirit of Article 121”. He said the provision should be read in a manner that allows board proceedings and the company’s business to move forward rather than remain deadlocked.
On Srinivasan’s vote in favour of Chandrasekaran, Srikrishna said the Trust nominee had “rightly acted pursuant to the statutory fiduciary duty” owed to the company.
Sarkar’s earlier opinion, obtained before the board meeting, also supported Tata Sons’ position on the casting vote. He additionally held that Article 118, which lays down a special process for selecting a new chairman, does not apply to the reappointment of an incumbent chairman.
Tata Trusts maintains its objection
Tata Trusts has maintained that the September 17 resolution was a “legal nullity”, arguing that the chairman’s appointment or reappointment requires the support of a majority of the Trust nominees. It has also cited an opinion from former CJI D. Y. Chandrachud backing its position.
The disagreement therefore hinges on competing interpretations of Articles 118 and 121 of Tata Sons’ AoA—specifically, whether the selection process applies to an incumbent seeking another term and whether a casting vote can resolve a split between the Trust nominees.
Tata Sons has now formally stood by Chandrasekaran’s reappointment, setting the stage for the next move by Tata Trusts in the dispute.
