Noel Tata questions Chandrasekaran's reappointment, seeks recording of Tata Sons board meeting
Tata Trusts chairman Noel Tata has written to the Tata Sons board questioning N. Chandrasekaran's September reappointment and asking for a video recording of the meeting.
The unrest within the Tata Trusts is no longer hidden. The internal dispute has come out in the open and has taken a new turn. Trusts chairman Noel Tata has questioned the September reappointment of N. Chandrasekaran as chairman, reviving the row. Sources familiar with the matter said he raised the issue in a letter to the Tata Sons board.
Noel Tata has asked for the video recording of the board meeting. He has also asked why legal opinions were taken in the matter. In an email sent on September 30, he said Chandrasekaran's reappointment was not an item on the meeting's agenda, yet it was raised under the section "Information from NRC". He had earlier denied that any resolution was passed at the board meeting of September 17.
Tata Trusts, the largest shareholder in the group, has called the board's proposal to reappoint Chandrasekaran for a third time "illegal" and "legally invalid". In a strongly worded statement, the Trusts said Noel Tata is a nominee director on the Tata Sons board and voted against the reappointment at the meeting.
Tata Sons, on the other hand, has said its decision to reappoint N. Chandrasekaran as executive chairman for another five years is valid. In support, it cited the legal opinions of former Chief Justice of India Uday Umesh Lalit and former Supreme Court judge B. N. Srikrishna. According to the report, both former judges held that the resolution was "duly passed". In their view, when the directors nominated under Article 104(B) were split on equal votes, the casting vote met the conditions of Article 121.
Tata Trusts take a different position. They argue that both nominee directors had to support the reappointment, and cited the opinion of former Chief Justice of India D. Y. Chandrachud for this. The articles of association of Tata Sons, particularly the rules on nominee directors and the chairman's casting vote, are the main cause of the dispute.
Venu Srinivasan, the other nominee director of the Tata Trusts, supported Chandrasekaran's reappointment. Chandrasekaran himself stayed away from the process, and independent director Harish Manwani chaired the discussion. The resolution was finally passed with the chairman's casting vote.
