Noel Tata disputes Tata Sons board minutes, says Chandrasekaran's reappointment should be deleted from official records.

The standoff at Bombay House flared up yet again on Monday, with Noel Tata urging Tata Sons to remove all reference to the reappointment of N. Chandrasekaran from its board meeting minutes, and accusing it of making a regulatory filing based on what he called an invalid resolution.

In a nine-page letter to Suprakash Mukhopadhyay, Tata Sons group company secretary and copied to all directors, the Tata Trusts chairman wrote that Tata Sons' filing made to the Registrar of Companies “presents a contested and void resolution as a concluded act of the board, and conveys a false impression to the public, to the company’s stakeholders and to its regulators.” Noel also questioned whether Venu Srinivasan, the Trusts’ other nominee on the board, should have cast the deciding vote on Chandrasekaran's appointment, citing Mint’s report on business dealings between TVS Motor Corp. and a company run by Chandrasekaran’s family members.

This is Noel’s fifth letter to Tata Sons since the 17 September board meeting where the Tata Sons board ignored his objection and approved Chandrasekaran for a third five-year term starting February 2027. The decision put the board of the group’s holding company at odds with Tata Trusts, which owns 65.9% of Tata Sons. Noel first wrote two letters on 18 September, followed by a third on 30 September and then on 8 October, according to an executive privy to the developments. In his 8 November letter objecting to the contents of the meeting's minutes, Noel had written: “The minutes must record what transpired at the meeting."

Minutes, recording still withheld

In Monday's letter, Noel said he still has not received the final or signed minutes of the meeting, nor any reply to his 8 October letter asking for corrections to the draft. In his last letter, he had said the draft did not include two conditions all six directors had agreed to before announcing the results: that Tata Sons would get a legal opinion on the reappointment, and that shareholders would first approve Chandrasekaran’s directorship.

In its official filing on 15 October, Tata Sons left out the specific rules of Chandrasekaran's reappointment, Mint reported on 19 October.

“It is unacceptable that, despite being a director of the company, I have not been furnished with a certified true copy of the resolution and have instead been constrained to rely on a version circulating in the public domain,” Noel wrote in the latest letter.

He said Tata Sons had not answered his requests on 30 September and 8 October seeking the meeting's audio and video recordings. “The recording is the only neutral record of what transpired, and there can be no legitimate reason to withhold it from a director who was present at the meeting and who has placed his objections on record,” he wrote.

Emails sent to Tata Sons and Noel seeking comment went unanswered.

Agenda gave no notice

Noel noted that neither the original nor the revised agenda for the 17 September meeting mentioned a resolution to reappoint the executive chairman. The resolution was moved under item 7, described as a “Debriefing from Nomination and Remuneration Committee”.

At the centre of the dispute are two rules in Tata Sons’ Articles of Association. Article 118 requires a selection committee to pick a chairman. None was formed this time. Noel says the article also applies to reappointments, as it did for Chandrasekaran’s previous one. The draft minutes shared with Tata Sons board members on 4 October say it applies to appointing a “new chairman”, according to an executive.

Tata Sons maintains it acted correctly under Article 121, which requires a majority of the Trusts’ nominee directors to approve the chairman’s appointment. Noel voted against and Srinivasan in favour, producing a tie that Harish Manwani, chair of the Nomination and Remuneration Committee, broke with a casting vote.

Noel rejected that reading again. “A casting vote arises only on an equality of the votes of the board as a whole and cannot supply that affirmative vote,” he wrote, adding that he would treat any resolution passed otherwise “as not passed”.

Hanno One and TVS Motor

The sharpest part of the 26 October letter concerns Hanno One Warehousing Pvt. Ltd, whose directors include Chandrasekaran’s wife, Lalitha, and son, Pranav. On 22 September, Mint first reported on Chandrasekaran's family members having business links with TVS Motor Co. Ltd, raising governance questions after a deciding vote by the automaker’s chairman-emeritus, Venu Srinivasan, won Chandrasekaran a new term. On 30 September, Mint reported a second business link, noting that Hanno One was working on a ₹330-crore industrial park in Karnataka to serve TVS Motor.

“A director who is called upon to evaluate the performance of the executive chairman and to vote on his reappointment, while a company which he leads has a continuing commercial relationship with the immediate family of the executive chairman, stands in the very position which these provisions address,” Noel wrote, referring to the Tata Code of Conduct.

He argued that Srinivasan should have disclosed the dealings and recused himself. “The participation of a conflicted director goes to the validity of the decision itself,” the 26 October letter said.

Tata Sons’ spokesperson has previously said Hanno One’s formation was disclosed in April 2025 to companies Chandrasekaran leads, and that the TVS Motor deal did not need disclosure to Tata Sons. Tata said he did not remember any such disclosure reaching the board.

In his letter, Noel said the legal opinions from former Chief Justice of India U.U. Lalit and former Supreme Court judge B.N. Srikrishna came only after the vote result was announced; so, they cannot be called independent. He added that Justice Lalit’s opinion was sought by Harish Manwani, Anita George and Venu Srinivasan, all of whom voted for the reappointment. “The querists were, in substance, seeking an opinion on the validity of their own votes,” Noel wrote.

Demands and notice

Noel's Monday letter gave Tata Sons seven days to provide the meeting's recording, minutes, and the agenda audit trail on the Board Web App; and all disclosures of interest filed by Chandrasekaran and Srinivasan; and the briefs given to the legal experts. He has also asked that the company inform the registrar in writing that the resolution’s validity is disputed. “Failing the above, I will have no alternative but to draw adverse inferences,” he wrote. The Board Web App is a secure online portal where Tata Group directors access board agendas and meeting documents.

The six members of the Tata Sons board are Noel, Chandrasekaran, Srinivasan, group chief financial officer Saurabh Agrawal, and independent directors Harish Manwani and Anita Marangoly George.