Noel Tata has questioned Tata Sons’ September 17 board resolution reappointing N Chandrasekaran as executive chairman for another five-year term
He has raised concerns over board procedure, the required affirmative vote and whether directors with a possible conflict of interest took part
The dispute centres on alleged business links involving Venu Srinivasan, who is vice chairman of Tata Trusts and a Tata Sons director
Noel Tata has renewed his challenge to Tata Sons’ board resolution reappointing N Chandrasekaran as executive chairman for another five-year term, raising fresh questions over board procedure, voting rules and a possible conflict of interest. The challenge is set out in an October 26 letter.
The alleged conflict centres on Venu Srinivasan’s reported business links with Chandrasekaran outside Tata Sons. Srinivasan is vice chairman of Tata Trusts and a director on the Tata Sons board. Noel Tata has also opposed Chandrasekaran’s reappointment and the proposed listing of Tata Sons, which Srinivasan and others back, Economic Times reported.
The latest letter sharpens a dispute that now goes beyond the appointment itself. It questions whether the September 17 board meeting was conducted properly, whether the required affirmative vote was secured and whether directors with a possible conflict took part in the process.
Earlier Objections Raised
The company did not reply to Noel Tata’s earlier letter of September 30, executives close to the matter said, as reported by Economic Times. Noel Tata also said Tata Sons did not provide recordings of the September 17 meeting despite two written requests.
The lack of a reply pushed him to act again. Executives close to the matter said Tata Sons’ filing with the ministry of Corporate Affairs, which confirmed Chandrasekaran’s reappointment despite a sitting director’s objection, prompted the latest letter.
Noel Tata wrote to Tata Sons company secretary Suprakash Mukhopadhyay and pointed back to his letters of September 30 and October 8. In those notes, he had raised objections to the September 17 board meeting and the draft minutes.
Meeting Records Disputed
He wants the records. Noel Tata asked for the meeting’s audio and video recordings, the final minutes, voting details and papers filed with the Registrar of Companies, and said they should be supplied within seven days.
According to the letter, the September resolution gave Chandrasekaran another five-year term from February 21, 2027 and kept substantial management powers with him. Noel Tata said he still had not been given a certified copy of the resolution or the final or signed minutes, even after earlier requests.
He argued that the recordings were needed to verify what happened at the meeting and to establish whether his objections to the draft minutes had been dealt with. He also asked the company to inform the Registrar of Companies that the validity of the resolution was under dispute and to avoid further action until the meeting record was settled.
Procedure is central to his case. Noel Tata said neither the original nor the revised agenda explicitly identified a resolution on the executive chairman’s reappointment.
The original agenda described the relevant item as a debriefing from the nomination and remuneration committee. The revised agenda added a discussion on a September 11 letter from the Reserve Bank of India and related applications.
He further alleged that no selection committee had been formed under Article 118 of the company’s Articles of Association. He also said the affirmative vote required under Articles 118 and 121 had not been obtained.
Conflict Questions Raised
The letter also turns to Hanno One Warehousing Pvt Ltd. Noel Tata raised questions over disclosures concerning the company, which is said to be controlled by Chandrasekaran’s wife and son, and its reported business dealings with TVS Motor Co.
That matters because Srinivasan is chairman emeritus of TVS Motor Co. Noel Tata sought records of the relevant disclosures and communications, along with details of how the issue was considered by the board and its committees.
He also alleged that Srinivasan took part in discussions and voting on Chandrasekaran’s reappointment despite the possible conflict of interest. Noel Tata additionally sought records of the nomination and remuneration committee meeting held on September 3 and details of the legal opinions obtained on the reappointment.
Next Steps Ahead
Noel Tata has asked the board to take up several issues at a future meeting. They include the disclosures linked to Hanno One, the formation of a selection committee and relevant correspondence from the RBI and Tata Trusts.
He also called for all records related to the reappointment to be preserved, including recordings, minutes and regulatory filings. “Given the significance of the matters and their direct bearing on the proper governance of the company, I trust that a response will be forthcoming within seven days of the date of this letter,” Noel Tata said in the letter to Mukhopadhyay.
He added that the letter should not be read as acceptance of the resolution’s validity. Officials close to the matter said the Tata Sons audit committee is expected to consider the letter.
