Tata Trusts Rejects Reappointment of N Chandrasekaran as Tata Sons Chair

Tata Trusts, chaired by Noel Tata, has categorically rejected the decision to reappoint N Chandrasekaran as the Tata Sons chair and questioned the validity of using his own ‘casting vote’ to claim a majority after the two nominee directors of the Trusts voted differently over his continuation beyond his current term’s expiry on February 20, 2027. Tata Trusts holds 66 per cent in Tata Sons, the group holding company, and has two nominee directors on its board — Noel Tata and Venu Srinivasan. On September 17, one director voted against the resolution to reappoint Chandrasekaran , the Trusts said in a statement on Sunday. But the Tata Sons board went ahead with its decision to reappoint him for another five years on the basis of the his casting vote. In its statement, the Trusts said the Articles of Association (AoA) of Tata Sons provide that no decision can be taken unless it has the affirmative support of at least a majority of the Directors nominated by the Tata Trusts. “This is a separate condition under the AoA,” it said, pointing out that the AoA does not leave any decision of the board to a mere head count of directors. “The condition failed, and so did the resolution… The Chairman’s casting vote is available only where there is equality of votes at the overall board level. It does not apply amongst Tata Trusts’ Nominee Directors. Whether the result of the vote was 4:1, or any other figure, is irrelevant. A condition is either met, or it is not. In this case the condition was not met,” it said. While Tata Trusts nominee Venu Srinivasan supported Chandrasekaran’s reappointment, Noel Tata voted against it. Four directors voted in favour of the resolution. The board announced it had resolved by majority vote to reappoint Chandrasekaran. At the meeting of the Tata Sons’ board on September 17, 2026, Chandrasekaran acceded to the board’s request to re-consider his decision. The Board thereafter resolved by a majority vote to re-appoint him as Executive Chairman for a further term of five years upon the expiry of his current tenure,” Tata Sons said in its press statement after the board meeting. Former Chief Justice of India D Y Chandrachud has separately provided a legal opinion saying the affirmative support of Tata Trusts’ nominee directors was required and that a chairperson’s casting vote could not replace a missing majority. “It is now being suggested that a refusal of support amounts to a deadlock which would paralyse the company and that the Chairman of the meeting was therefore entitled to resolve the position by a casting vote. There was no paralysis and there was no deadlock. The board put a question, and the AoA answered it in the negative. The exercise of a protective right conferred by a company’s own constitution is not a deadlock; it is that constitution working as it was written to work,” the statement said. Tata Trusts said the Chandrasekaran reappointment resolution was not validly passed and has no legal effect. “In the eyes of the law, it is void ab initio,” theTrusts said. Articles of Association are not a convenience to be relied upon when they help and ignored when they don’t: Tata Sons is not at liberty to take this position, because it has already taken the opposite one and won in the Supreme Court, it said. In the proceedings arising out of the removal of Cyrus Mistry, the affirmative voting rights of the Trusts’ Nominee Directors under Articles 104B and 121 were squarely in issue. The National Company Law Appellate Tribunal held them to be oppressive, and the complainants asked that they be deleted or confined. “Tata Sons resisted that attempt. It defended these rights as a legitimate protection agreed between the shareholders, and it argued that far from being oppressive they were in Press Release truth the Trusts’ entitlement as a majority shareholder,” it said. The Supreme Court of India accepted the company’s case and set aside the finding that these Articles were oppressive. The company cannot now disown the protection it went to the Supreme Court to preserve. They are either in the Articles or they are not. Tata Sons has already told the highest court in the country that they are, it said. “Pulling apart a hundred-year-old structure to fill an imaginary gap is taking a sledgehammer to crack a nut. It is also suggested that listing is to be welcomed because it will bring enhanced corporate governance,” Tata Trusts said. It said that argument assumes a governance gap which does not exist. Independently of listing, Tata Sons has for years chosen to hold itself to the standards of a public company. Its own AoA contains provisions applicable to public companies, including the appointment of independent directors, the constitution of an audit committee and a nomination and remuneration committee, provisions governing related party transactions and the retirement of directors by rotation, together with a code of conduct for the prevention of insider trading, it said.