Mumbai, India – Tata Trusts, the majority owner of Tata Sons, has challenged the validity of Tata Sons’ September 17 decision to reappoint N. Chandrasekaran as its chairman, arguing that the company’s Articles of Association require affirmative support from both its Trust-nominated directors. A chairman’s casting—or tie-breaking—vote cannot override that condition, Tata Trusts said. It also denied the existence of any deadlock at the Tata Sons board meeting on September 17, insisting that the casting vote by the chairman of the meeting, independent director Harish Manmani, which led to the board approving two crucial resolutions by a majority vote, had no locus standi.
“The Articles of Association (AoA) of Tata Sons do not leave any decision of the Board to a mere head count of Directors. They 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, who hold approximately 66% of the Company,” Tata Trusts said in a statement on Sunday. Stating that this was a separate condition under the AoA, it said, “There are two Tata Trusts nominees on the Board of Tata Sons [Venu Srinivasan and Noel Naval Tata]. The majority amongst the two is two and not one.” It added, “On September 17, 2026, one such director [Noel Naval Tata] voted against the resolution. Thus, the affirmative support of Tata Trusts Nominee Directors as mandated by the AoA was not given. The condition failed, and so did the resolution.”
Pointing out that the chairman’s casting vote is available only where there is equality of votes at the overall board level, Tata Trusts said it does not apply amongst its 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 stated. According to Tata Trusts, the resolution to reappoint Chandrasekaran was not validly passed and has no legal effect. “In the eyes of the law, it is void ab initio,” it reiterated.
Must Read: US State Department Clears $2.7 Billion Ukraine Defence Package
Stating that the Articles of Association are not a convenience to be relied upon when they help and ignored when they don’t, Tata Trusts said, “Tata Sons is not at liberty to take this position, because it has already taken the opposite one and won in the Supreme Court.” In the proceedings arising out of the removal of former Tata Sons chairman Cyrus Mistry, the affirmative voting rights of the Trusts’ Nominee Directors under Articles 104B and 121 were squarely in issue, it said. In 2020, the Supreme Court had accepted Tata Sons’ 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,” it said. Tata Trusts also rejected the suggestion of a corporate governance gap, stating that Tata Sons has for years chosen to hold itself to the standards of a public company.
