Noel Tata questions Tata Sons board process in Chandrasekaran reappointment

Tata Trusts Chairman Noel Tata has questioned the procedure followed by the Tata Sons board in reappointing N Chandrasekaran, seeking meeting records and raising questions over post facto legal opinions. Tata Trusts has called the resolution illegal, while Tata Sons disputes that position.

Mumbai: Noel Tata, Chairman of Tata Trusts, has written to the Tata Sons Board questioning the procedures followed at its September board meeting that reappointed N Chandrasekaran as executive chairman, a report said, citing people familiar with the matter.

Noel asked the board for the minutes, the video recording of the meeting, and questioned post facto legal opinions and the basis on which they were sought, according to NDTV Profit.

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Noel, in an email dated September 30, said Chandrasekaran’s reappointment was not listed on the meeting agenda and was instead raised under a “Debrief by NRC” head.

He had previously denied any resolution being passed at the September 17 board meeting.

Tata Trusts, the group’s majority shareholder, has described the board resolution reappointing Chandrasekaran for a third term as “illegal” and a “legal nullity.”

The strongly worded statement from the trust said that Noel, also a nominee director on the Tata Sons board, voted against the reappointment during the highly charged meeting.

Tata Sons had cited legal opinions from former Chief Justice of India Uday Umesh Lalit and former Supreme Court judge BN Srikrishna supporting its decision to reappoint N Chandrasekaran as executive chairman for another five-year term.

Both judges described the resolution as “validly passed” as the casting vote satisfied Article 121’s requirements when directors appointed under Article 104(B) were equally divided, the reports said.

Tata Trusts maintained that both nominee directors needed to support the reappointment and cited the opinion from former Chief Justice D Y Chandrachud as supporting its position.

Tata Sons’ Articles of Association, particularly provisions governing nominee directors and the chairman’s casting vote formed the basis of the dispute.

Venu Srinivasan, the other Tata Trusts nominee director supported Chandrasekaran’s reappointment while Chandrasekaran recused himself as independent director Harish Manwani presided over the discussion. The resolution was passed through the presiding chairman’s casting vote.