Noel Tata has challenged the validity of Tata Sons’ resolution reappointing N Chandrasekaran as executive chairman for another five-year term, raising questions about corporate governance, board procedures and possible conflicts of interest.
The latest objection follows Tata Sons’ filing with the Ministry of Corporate Affairs confirming Chandrasekaran’s reappointment despite objections from a sitting director. The resolution, passed on September 17, grants Chandrasekaran another five-year term beginning February 21, 2027, along with substantial management powers.
Noel Tata, chairman of Tata Trusts, has also opposed the proposed listing of Tata Sons, a move supported by vice chairman Venu Srinivasan and others.
Noel Tata Questions Board Procedures and Voting
In a letter to Tata Sons company secretary Suprakash Mukhopadhyay, Noel Tata referred to earlier communications dated September 30 and October 8 concerning the September 17 board meeting and its draft minutes.
He requested audio and video recordings of the meeting, final signed minutes, voting records and documents submitted to the Registrar of Companies. He sought the information within seven days, stating that he had not received a certified copy of the resolution or the final minutes despite previous requests.
Noel Tata questioned whether Chandrasekaran’s reappointment had been properly included in the meeting agenda. He alleged that neither the original nor the revised agenda explicitly listed the resolution.
He also questioned whether a selection committee had been constituted under Article 118 of Tata Sons’ Articles of Association and whether the required affirmative votes under Articles 118 and 121 had been secured.
He asked the company to notify the Registrar of Companies that the resolution’s validity was disputed and avoid further action until the meeting records were finalised.
Potential Conflict of Interest Raised
The letter also questioned a potential conflict of interest involving Venu Srinivasan, who serves as vice chairman of Tata Trusts and a Tata Sons director.
Noel Tata sought disclosures regarding Hanno One Warehousing Pvt Ltd, which he alleged was controlled by Chandrasekaran’s wife and son, and its reported business dealings with TVS Motor Co., where Srinivasan is chairman emeritus.
He requested relevant disclosures, communications, legal opinions and records explaining how the board and its committees had considered the matter. He also alleged that Srinivasan participated in discussions and voting on Chandrasekaran’s reappointment despite the potential conflict.
Records Sought Ahead of Further Review
Noel Tata called for the preservation of all documents and recordings connected with the reappointment. He also asked the board to examine the selection committee issue, disclosures concerning Hanno One and relevant correspondence involving the Reserve Bank of India and Tata Trusts.
The audit committee of Tata Sons is expected to consider the letter, according to the report. The dispute places renewed focus on the procedures followed during the reappointment process, although the allegations and objections have not, by themselves, established that the resolution is invalid.
Noel Tata has challenged the validity of Tata Sons’ resolution reappointing N Chandrasekaran as executive chairman for another five-year term, raising questions about corporate governance, board procedures and possible conflicts of interest.
The latest objection follows Tata Sons’ filing with the Ministry of Corporate Affairs confirming Chandrasekaran’s reappointment despite objections from a sitting director. The resolution, passed on September 17, grants Chandrasekaran another five-year term beginning February 21, 2027, along with substantial management powers.
Noel Tata, chairman of Tata Trusts, has also opposed the proposed listing of Tata Sons, a move supported by vice chairman Venu Srinivasan and others.
Noel Tata Questions Board Procedures and Voting
In a letter to Tata Sons company secretary Suprakash Mukhopadhyay, Noel Tata referred to earlier communications dated September 30 and October 8 concerning the September 17 board meeting and its draft minutes.
He requested audio and video recordings of the meeting, final signed minutes, voting records and documents submitted to the Registrar of Companies. He sought the information within seven days, stating that he had not received a certified copy of the resolution or the final minutes despite previous requests.
Noel Tata questioned whether Chandrasekaran’s reappointment had been properly included in the meeting agenda. He alleged that neither the original nor the revised agenda explicitly listed the resolution.
He also questioned whether a selection committee had been constituted under Article 118 of Tata Sons’ Articles of Association and whether the required affirmative votes under Articles 118 and 121 had been secured.
He asked the company to notify the Registrar of Companies that the resolution’s validity was disputed and avoid further action until the meeting records were finalised.
Potential Conflict of Interest Raised
The letter also questioned a potential conflict of interest involving Venu Srinivasan, who serves as vice chairman of Tata Trusts and a Tata Sons director.
Noel Tata sought disclosures regarding Hanno One Warehousing Pvt Ltd, which he alleged was controlled by Chandrasekaran’s wife and son, and its reported business dealings with TVS Motor Co., where Srinivasan is chairman emeritus.
He requested relevant disclosures, communications, legal opinions and records explaining how the board and its committees had considered the matter. He also alleged that Srinivasan participated in discussions and voting on Chandrasekaran’s reappointment despite the potential conflict.
Records Sought Ahead of Further Review
Noel Tata called for the preservation of all documents and recordings connected with the reappointment. He also asked the board to examine the selection committee issue, disclosures concerning Hanno One and relevant correspondence involving the Reserve Bank of India and Tata Trusts.
The audit committee of Tata Sons is expected to consider the letter, according to the report. The dispute places renewed focus on the procedures followed during the reappointment process, although the allegations and objections have not, by themselves, established that the resolution is invalid.
Relevant link: Tata Sons official website
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