Tata Trusts challenges validity of Tata Sons board decision to reappoint N. Chandrasekaran as chairman; says resolution is void ab initio and denies any deadlock at September 17 meeting

Tata Trusts has initiated a legal challenge against the reappointment of N. Chandrasekaran as chairman of Tata Sons, asserting that the resolution is void ab initio due to a lack of necessary support from its nominee directors. The Trusts argue that the company’s Articles of Association stipulate that decisions require affirmative backing from a majority of its directors nominated by the Trusts, who hold approximately 66% of the company.¹³⁴⁶⁷

In a statement, Tata Trusts emphasized, “The Articles of Association (AoA) of Tata Sons do not leave any decision of the Board to a mere head count of Directors.” They pointed out that on September 17, one of their nominee directors, Noel Naval Tata, voted against the resolution, thus failing to meet the required condition for approval.²

The Trusts further clarified that the casting vote by the meeting's chairman, Harish Manwani, was irrelevant in this context, stating, “A condition is either met, or it is not. In this case the condition was not met.” They reiterated that there was no deadlock at the meeting, asserting, “The exercise of a protective right conferred by a company’s own constitution is not a deadlock.”

Tata Trusts maintains that the resolution has no legal effect and is void ab initio, emphasizing that the company cannot disown the protections it previously defended in court. They argue that Tata Sons has long adhered to standards of a public company, negating claims of a governance gap.