Tata Sons rejects Noel's demand for September 17 board meet recording at which N Chandrasekaran was reappointed chairman

Mumbai: Tata Sons has rebuffed Tata Trusts chairman Noel Tata's demand for a recording of the September 17 board meeting at which N Chandrasekaran was reappointed chairman of the group holding company for a second term. Tata Sons said in a November 9 letter, which ET has seen, that it's not required to retain or share audio-video recordings of in-person board meetings with directors under the law or its Articles of Association. Noel Tata is also Tata Trusts nominee director on the board of Tata Sons.

In its response to Noel Tata's communications of September 18, September 30, October 8 and October 26, the holding company said video recording of board proceedings is mandated only when one or more directors attend a meeting online. Recording of in-person meetings, it said, is not a requirement under the Articles of Association or the law.

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"The company has never in the past had a practice of sharing audio/video recording of proceedings of an in-person board meeting with the directors," the letter said.

Tata Sons further clarified that recordings of in-person meetings are intended only to assist the company secretary in preparing draft minutes.

Tata Sons-TVS Transactions

"The recording is not required to be either retained or shared with anybody, including the directors," the letter said.

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As for the minutes of the September 17 meeting, Tata Sons said the draft had been uploaded on the board app on October 1 and that it had received Noel Tata's comments on this on October 8. Following a review of his suggestions, the required changes, wherever appropriate, had been incorporated. "A copy of the minutes will be uploaded on the board app," the company said.

The holding company also defended its established procedure for documenting board deliberations, saying draft minutes are circulated to directors for comments within 15 days of a meeting. After receiving and considering their comments, these are entered in the minutes book and subsequently placed before the next board meeting for confirmation.

Directors would then be able to raise any further issues they may have with the minutes, the company said, adding, "There is no reason to assume that the directors as a body would have any differences over what was discussed in the meeting." The letter was signed by company secretary Suprakash Mukhopadhyay.

The exchange comes amid growing differences between Noel Tata and Tata Sons over governance, leadership succession and the extent of information and documentation sought by the Trusts chairman in his capacity as a director.

The September 17 board meeting had seen Chandrasekaran reappointed for another five-year term, with Noel Tata the sole director to oppose the decision.

The company said the reappointment was taken up as a board agenda item, that all directors took part in the discussion, and that the resolution was carried by a majority. On the procedural objection, it said Article 118 of the Articles of Association, which provides for a "selection committee" is "not applicable for confirming the reappointment of the incumbent chairman," a point Tata Sons said had already been made in an earlier letter dated September 24, 2026.

On filings, Tata Sons said the certified copy of the resolution was issued in line with the board's authority and applicable law. Under Section 117 of the Companies Act, 2013, such resolutions must be filed with the Registrar of Companies within 30 days, and the company said it "has acted in compliance with its statutory filing obligations."

Tata Sons also pushed back against conflict-of-interest questions over the reappointment of its executive chairman, stating that "there have been no transactions between Tata Sons and TVS Motor Co." and "does not set out any basis" to show a significant relationship between the Tata Group and the two-wheeler maker. This refers to reported conflict-of-interest allegations over a business relationship between TVS Motor Co. and a company in which Chandrasekaran's wife and son hold stakes, Hanno One Warehousing Pvt Ltd.

TVS Motor Co. chairman emeritus Venu Srinivasan was one of the board members who voted in favour of Chandrasekaran's reappointment at the September 17 meeting.

Regarding Hanno One Warehousing, disclosures about the firm had been made on April 10, 2025, to all companies where Chandrasekaran is chairman. Tata Sons said in the letter that "there are no transactions of Hanno with Tata Sons and/or any other Tata Group entities." It added that a contract awarded by TVS Motor, a listed entity, to another company in which Chandrasekaran's family has a disclosed interest does not conflict with Tata Sons' business.

As for Venu Srinivasan, the company said it has "never in the past" received any declarations from him on transactions between the Tata Group and TVS Motor. Nor, it said, is there "any reason to presume" that transactions requiring reporting under Section 184 or 188 of the Companies Act went unreported.

Tata Sons said Srinivasan's vote for Chandrasekaran's reappointment involved no conflict. "It does not constitute a violation of the code of conduct, as he would have no personal interest or is in any manner conflicted with the interest of Tata Sons," the letter said.

Srinivasan is governed by the code of conduct for non-executive directors. That requires them to "act in the interest of the company and ensure that any other business or personal association which they may have, does not involve any conflict of interest," Tata Sons said. Srinivasan's relationship with TVS Motor "is fully disclosed" and "there are no business transactions between the company (Tata Sons) and TVS Motor Co. and the potential of any conflict of interest arising is non-existent," Tata Sons said in the letter.

His son being chairman and managing director of TVS Motor "does not automatically give rise to any conflict of interest vis a vis the Tata Group," it said. "There is no conflict of interest between Tata Sons, TVS Motor Co., and the transactions between TVS Motor Co. and Hanno."

The company said an October 26 notice issued under Article 121B of the Articles of Association had been "noted" and "will be dealt with in accordance with the provisions of the AOA, Companies Act and secretarial standards." This article relates to board decisions and the voting rights of the Tata Trusts.