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Tata Sons is learnt to have written to Tata Trusts, its largest shareholder, that N Chandrasekaran’s reappointment as chairman for another five years was valid. It has sent three legal opinions to back its stand on the resolution passed on September 17 at the Tata Sons board meeting. This is in response to queries sent by Tata Trusts to Tata Sons after the stormy board meeting last week.
Sources indicated that Tata Trusts could take a call on whether to take legal action against the resolution on Chandrasekaran’s reappointment after weighing the communication from Tata Sons. Tata Trusts has been preparing to take the boardroom battle to the courts ever since the September 17 meeting. Supreme Court advocate Abhishek Singhvi, in a social media post, announced last week that he was joining the fray to challenge Chandra’s reappointment on behalf of Tata Trusts. Tata Sons, too, has been gearing up with a strong team of lawyers, led by former solicitor general Harish Salve, in case the issue is dragged to the courts.
Tata Trusts is studying the Tata Sons response, according to a person in the know. Neither Tata Sons nor Tata Trusts commented on the matter.
At the board meeting, Tata Trusts had quoted from the opinion of DY Chandrachud, former chief justice of India, to state that the resolution to grant a third term to Chandrasekaran (Chandra, as he’s known) was invalid without a majority vote. The two nominee directors — Noel Tata and Venu Srinivasan — had voted against and in favour of the resolution, respectively. Tata Trusts got Chandrachud’s opinion a few months ago, a source said. Tata Sons had tabled a legal opinion from Sudipto Sarkar, a barrister and senior advocate, at the board meeting, arguing that a casting vote can be invoked when there’s an equality of votes amongst the nominee directors or the board as a whole. The chairman presiding over the meeting (in this case, it was independent director Harish Manwani, as Chandra had recused himself because his reappointment was being discussed) can be eligible for the casting vote, Sarkar opined.
In its communication to Tata Trusts, Tata Sons is learnt to have submitted two other legal opinions, along with that from Sarkar. Sarkar’s opinion was dated September 16, a day before the board meeting, while Tata Sons got two others — from BN Srikrishna, former Supreme Court judge, and UU Lalit, former chief justice of India — subsequently.
‘’In my opinion, what has been done is perfectly consonant with the letter and spirit of Article 121,’’ Srikrishna said while giving his elaborate reasons. Article 121 of the AoA deals with affirmative voting, majority vote and casting vote, among other things. Article 121 is in two parts, he pointed out. First, it provides that board matters must be decided by a majority of directors and a majority of the affirmative votes of the directors appointed pursuant to Article 104B shall be required. ‘’The second or the last part states that in the case of an equality of votes, the chairman shall have a casting vote,’’ he argued.
On Article 118, which governs the appointment and selection process of the chairman, Sarkar’s view was that it would not apply to the reappointment of Chandra. Article 118 is applied in the case of a new chairman, he said.
Lalit’s opinion stated: ‘’In my view, the resolution dated September 17, 2026, for approving the agenda was validly passed.’’ He reasoned that since there was equality of votes among the directors appointed pursuant to Article 104(B), the presiding or officiating chairman, by exercising his casting vote, satisfied the requirement under Article 121.
Besides Chandra, the Tata Sons board meeting on September 17 was attended by Tata Sons executive director and chief financial officer Saurabh Agrawal, independent directors Harish Manwani and Anita George, as well as the two trust nominees Noel Tata and Venu Srinivasan.
