Noel Tata Raises Questions Over Chandrasekaran Reappointment, Seeks Board Meeting Record

Tata Trusts Chairman Noel Tata has raised questions over the process followed by the Tata Sons board to reappoint N Chandrasekaran as executive chairman, according to a Financial Express report. He has sought the video recording and minutes of the September 17 board meeting.

Noel Tata has also questioned whether he was given enough opportunity during the meeting to present points arising from a legal opinion he had obtained from former Chief Justice of India DY Chandrachud, the report said. The opinion dealt with the use of the chairman’s casting vote and the voting rights of Tata Trusts’ nominee directors.

The development comes after the Tata Sons board approved Chandrasekaran’s reappointment at the September 17 meeting. The resolution was passed 4-1, with Noel Tata voting against it, while fellow Tata Trusts nominee Venu Srinivasan voted in favour.

Legal Opinions At Centre Of Dispute

According to the report, Noel Tata had placed the Chandrachud opinion before the board and wanted to make submissions on how provisions of the Tata Sons Articles of Association should be interpreted. The dispute centres on when the Tata Sons chairman can exercise a casting vote to break a deadlock.

The board had obtained an opinion from senior counsel Sudipto Sarkar before the meeting. That opinion supported the use of the chairman’s casting vote in situations where there was an equality of votes.

Noel Tata has questioned the decision to seek additional legal opinions after the September 17 resolution had already been passed, the report said. Tata Sons later obtained opinions from former Chief Justice of India UU Lalit and former Supreme Court judge BN Srikrishna.

Both subsequent opinions supported the validity of the September 17 resolution and the use of the chairman’s casting vote, according to the report. This has added another layer to the differences over how the company’s Articles of Association should be interpreted.

Questions Over Reappointment Process

Noel Tata has also raised a separate concern over the manner in which the reappointment proposal was presented to the board. According to people familiar with the matter cited by Financial Express, he described the proposal as a debrief from the Nomination and Remuneration Committee.

The questions come against the backdrop of a divided vote on Chandrasekaran’s continuation as Tata Sons executive chairman. Noel Tata opposed the resolution, while the majority of the board backed it.

The request for the meeting records could provide clarity on the discussions that took place before the vote and on the points raised by Noel Tata. The dispute also highlights differences within the Tata Sons board over the interpretation of its Articles of Association and the use of the chairman’s casting vote.