Noel Tata challenges Tata Sons Board resolution to reappoint N Chandrasekaran as chairman

Tata Trusts chairman Noel Tata on Monday challenged the Tata Sons Board resolution to reappoint N Chandrasekaran as the chairman of Tata Sons terming the decision void according to news agency PTIDuring the companys board meeting on September 17 reappointed N Chandrasekaran as Chairman for a fresh fiveyear term which the Tata Trusts had then termed illegalNoel Tata writes to company secretraryIn a letter to Tata Sons company secretary Suprakash Mukhopadhyay on Monday Noel Tata challenged the boards resolution to reappoint Chandrasekaran beyond February 2027 when his current tenure is set to end He also sought an unedited video recording of the board meeting according to PTI sourcesNoel Tata termed the reappointment for five years as void contending that it was taken out of turn and was not on the agenda for the meeting according to PTI sources Tata also has stated that the board meeting was limited to a debriefing from the nomination and remuneration committeeTata Trusts is the largest shareholder in Tata Sons the holding company of the USD 180 billion Tata conglomerate with twothird stake Noel Tata had opposed Chandrasekarans reappointment when the resolution was put to vote during the September 17 meeting Tata Sons nominee director Venu Srinivasan had voted in favour of the reappointment long with other directors including Anita George Harish Manwani and Saurabh AgarwalNoel Tata in his letter also argued that as per Tata Sons Articles of Association Tata Trusts nominee directors have to give their affirmative vote for a resolution to be passedBoard reappointed Chandrasekaran for 5 yearsThe Board received from Tata Trusts their unanimous resolution dated July 28 2025 expressing their appreciation of the Chairman of Tata Sons N Chandrasekaran Chandra for his stewardship of the Group from 2017 onwards In recognition of these efforts the Tata Trusts resolved that he be reappointed as Executive Chairman for a further term of five years upon the expiry of his current term it had said in a statementAt the meeting of the Board on September 17 2026 Chandra acceded to the Boardrsquos request to reconsider his decision The Board thereafter resolved by a majority vote to reappoint him as Executive Chairman for a further term of five years upon the expiry of his current tenure it had addedTata Trusts had opposed the decisionTata Trusts however had said The resolution seeking to reappoint Mr N Chandrasekaran in the Board meeting today with four Directors voting in favour and Mr Noel Tata against was a legal nullity in view of the provisions of the Articles of Association of Tata SonsThe Trusts in a statement had cited that the process for appointing a Chairman under the Article of Association requires a majority of the Trustsrsquo Nominee Directors voting in favour of the resolution and that process applies equally to a first appointment and to reappointing someone who already holds the officeThe Board accordingly cannot lawfully hold a meeting or pass a resolution on the Chairmans appointment or reappointment unless both nominee directors are present and cannot validly pass such a resolution unless both nominee directors vote in favour Given that Mr Noel Tata being one of the Trust nominee directors voted against the proposal it was rendered legally void and without any basis it had saidThe Trusts had also contented that Chandrasekaran had communicated to the Tata Sons Board that he was not seeking a reappointment on August 12 and said It was made public without prior intimation or any deliberations with the shareholders of the company Once such a decision has been publicly communicated it has consequences which cannot be afterwards undone since the Grouprsquos employees its lenders and counterparties the market and the majority shareholder have all proceeded on itWith inputs from PTI