THE Tata Trusts has challenged the validity of Tata Sons’ September 17 decision to reappoint N Chandrasekaran as chairman, arguing that the company’s Articles of Association require affirmative support from a majority of its Trust-nominated directors and that a chairman’s casting vote cannot override that condition. The boardroom battle at India’s largest conglomerate escalated last week after Tata Sons’ directors approved a fresh term for executive chairman N Chandrasekaran in a vote that the group’s biggest shareholder called illegal. Noel Tata, who chairs the network of charitable trusts holding roughly two-thirds of Tata Sons’ shares, cast the sole vote against extending Chandrasekaran’s tenure by five years. Venu Srinivasan, the other Tata Trusts nominee on the Tata Sons board, supported the extension. In a statement, the Trusts said there was no deadlock at the board meeting and that the resolution could not have been validly passed after one of the two Trust-nominated directors voted against it. “There are two Tata Trusts nominees on the Board of Tata Sons. Majority amongst two is two and not one,” the Trusts said. “On September 17, 2026, one such Director 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.” Tata Sons’ board had voted 4- 1 in favour of giving Chandrasekaran another fiveyear term as executive chairman, with Tata Trusts Chairman Noel Tata opposing the proposal. Chandrasekaran, who had earlier said he would not seek another term, agreed to continue after the board asked him to reconsider. The Trusts, which collectively hold about 66 per cent of Tata Sons, said the overall board tally was irrelevant because the Articles impose a separate requirement relating to Trustnominated 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,” the Trusts said. The Trusts rejected the argument that Noel Tata’s opposition created a deadlock that could be resolved through the chairman’s casting vote. “The Chairman’s casting vote is available only where there is equality of votes at the overall board level. It does not apply amongst Tata Trusts’ Nominee Directors,” it said. “There was no paralysis, and there was no deadlock. The Board put a question, and the AoAanswered it in the negative. The exercise of a protective right conferred by a company’s own constitution is not a deadlock; it is that constitution working as it was written to work.”