‘Chandrasekaran’s reappointment was not on the agenda, taken out of turn’: What Noel Tata wrote in letter to Tata Sons
The Tata Sons boardroom battle has taken another dramatic turn as Noel Tata, the Chairman of Tata Trusts, on Monday challenged the resolution to reappoint N Chandrasekaran as the chairman of the conglomerate.
Noel Tata wrote to Tata Sons' company secretary, Suprakash Mukhopadhyay, challenging the resolution for the reappointment of Chandrasekaran beyond February 2027. Tata argued that the reappointment of Chandrasekaran for five years was void as it was taken out of turn and was not on the agenda for the meeting.
According to Noel Tata, no Selection Committee was constituted under Article 118, and no recommendation from such a committee was placed before the board. He further contended that the affirmative vote of directors appointed under Article 104B, as required under Articles 118 and 121, had not been obtained.
The letter also stated that the resolution had been put to vote subject to conditions that had not been fulfilled.
Noel Tata questioned the manner in which the agenda was handled, saying the original agenda described item 7 as a "Debriefing from Nomination and Remuneration Committee". Although the agenda was subsequently revised to include discussions on a Reserve Bank of India letter and related caveat applications, it did not explicitly refer to Chandrasekaran's reappointment, he said.
Tata also questioned whether the board was fully informed about commercial dealings between TVS Motor Company and Hanno One Warehousing, a company whose directors include Chandrasekaran's wife and son, and challenged the participation of Venu Srinivasan in the reappointment process.
In the September 17 meeting, Noel, who heads the Tata Trusts that own two-thirds of Tata Sons, had opposed Chandrasekaran's reappointment. Srinivasan, the second of the Tata Trusts' directors on the board of Tata Sons, sided with the majority in favour of the reappointment, along with other directors, Anita George, Harish Manwani, and Saurabh Agarwal.
As per Tata Sons' Articles of Association, Tata Trusts' nominee directors have to give their affirmative vote for a resolution to be passed, Noel contended.
In the letter, Noel also sought an unedited video recording of the board meeting.
"The recording is the only neutral record of what transpired," Noel Tata wrote.
He said the company had failed to provide the recording despite two written requests made over a period exceeding three weeks. He also questioned the circulation of a certified copy of the resolution in the public domain and its reported filing with the Registrar of Companies before the minutes had been finalised.
Last week, the Sir Dorabji Tata Trust (SDTT) filed a reply with the Charity Commissioner's office to complaints made by its trustees Srinivasan and former defence secretary Vijay Singh. The duo had approached the Maharashtra Charity Commissioner with complaints, alleging irregularities in trustees' appointment and obstructing nominee directors from making independent decisions.
SDTT owns nearly 24 per cent stake in Tata Sons, which makes it the largest owner among the shareholders in the holding company of the country's largest conglomerate.
The Tata Sons board has been locked in an intense battle with Chandrasekaran and Noel on opposing sides. The two have differed on several key issues, including Chandrasekaran’s continued role and on taking Tata Sons public.
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