Noel Tata renews challenge to Chandrasekaran’s reappointment, questions Tata Sons board voting and conflict of interest

Mumbai: Tata Trusts chairman Noel Tata has reiterated his challenge to the validity of the Tata Sons' board resolution reappointing N Chandrasekaran as executive chairman for a five-year term, raising questions over board procedures, voting requirements and potential conflicts of interest, according to an October 26 letter reviewed by ET.

The alleged conflict of interest stems from Venu Srinivasan's reported business links with Chandrasekaran separate from Tata Sons. Srinivasan is vice chairman of Tata Trusts and a Tata Sons director. Noel Tata has been opposed to the reappointment of Chandrasekaran and the listing of Tata Sons, a plan backed by Srinivasan and others.

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Tata Sons did not respond to Noel Tata's earlier letter of September 30, executives close to the matter said.

Noel Tata also said the company had failed to provide recordings of the September 17 meeting despite two written requests.

Filing with Corp Affairs Min

The immediate trigger for reiterating those concerns in the latest letter was the company's filing with the ministry of corporate affairs confirming Chandrasekaran's reappointment despite an objection from a sitting director, they said.

In the letter to Tata Sons company secretary Suprakash Mukhopadhyay, Noel Tata referred to his earlier letters, of September 30 and October 8, in which he had raised objections to the September 17 board meeting and its draft minutes. He sought the meeting's audio and video recordings, the final minutes, voting records and documents filed with the Registrar of Companies, asking that these be provided within seven days. Both measures - giving Chandrasekaran another five-year term and starting the process of listing - were taken by the board despite Noel Tata's objections.

The September resolution reappointed Chandrasekaran for five years from February 21, 2027, with substantial management powers, according to the letter. Noel Tata said he had not received a certified copy of the resolution or the final or signed minutes of the meeting, despite his earlier requests.

The recordings were necessary to verify proceedings and establish whether his objections to the draft minutes had been addressed, he said.

Noel Tata also questioned the meeting agenda, saying neither the original nor revised versions explicitly identified a resolution on the executive chairman's reappointment. The original agenda described the relevant item as a debriefing from the nomination and remuneration committee, while the revised agenda added a discussion of a September 11 letter from the Reserve Bank of India and related applications.

He alleged that no selection committee had been constituted under Article 118 of the company's Articles of Association and that the affirmative vote required under Articles 118 and 121 had not been obtained. He asked the company to notify the Registrar of Companies that the resolution's validity was disputed and refrain from further action until the meeting record was settled.

The letter also raises questions about disclosures concerning Hanno One Warehousing Pvt Ltd, said to be controlled by Chandrasekaran's wife and son, and its reported business dealings with TVS Motor Co., where Venu Srinivasan is chairman emeritus. Noel Tata sought records of relevant disclosures and communications, as well as details of how the matter had been considered by the board and its committees.

He also alleged that Srinivasan participated in discussions and voting on Chandrasekaran's reappointment despite the potential conflict of interest. He sought records of the nomination and remuneration committee meeting held on September 3 and details of the legal opinions obtained on the reappointment.

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Noel Tata asked the board to consider the disclosures concerning Hanno One, the constitution of a selection committee and relevant correspondence from the RBI and Tata Trusts at a future meeting. He also called for the preservation of all records relating to the reappointment, including recordings, minutes and regulatory filings.

"Given the significance of the matters and their direct bearing on the proper governance of the company, I trust that a response will be forthcoming within seven days of the date of this letter," he said in the letter.

He said the letter should not be construed as acceptance of the resolution's validity. The audit committee of Tata Sons is expected to consider the letter, said officials close to the matter.