Tata Sons boardroom feud: Noel Tata disputes minutes and RoC filing on Chandrasekaran

What happened?

On 17 September, the Tata Sons board approved a third five-year term for Chandrasekaran as chairman, starting February 2027. Noel Tata, who sits on the board as a Tata Trusts nominee, voted against. Tata Trusts holds around two-thirds (reported as 66%) of Tata Sons.

According to reports, Noel has now written five letters to the company since that meeting. The latest is a nine-page letter, dated Monday 26 October, to the group company secretary. It was copied to all directors. In it, he asks Tata Sons to remove every reference to the reappointment from the minutes. He also objects to the company's 15 October filing with the RoC. He says the filing presents a contested resolution as a concluded act of the board.

What are the legal arguments?

Board meetings, minutes and filings with the RoC are governed by the Companies Act, 2013. The dispute here, however, turns largely on Tata Sons' own Articles of Association and on how the meeting was run.

• Agenda: Noel says neither the original nor the revised agenda for the meeting mentioned a resolution to reappoint the executive chairman. Reports say the meeting was meant to take a briefing from the nomination and remuneration committee.
• Article 118: This article requires a selection committee to pick a chairman, and none was formed. Noel says it covers reappointments too, as it did for the earlier reappointment. Draft minutes, according to an executive, say it applies to a "new chairman".
• Article 121: Tata Sons relies on this article. It requires a majority of the Trusts' nominee directors to approve the chairman's appointment. Noel voted against and the other Trusts nominee, Venu Srinivasan, voted in favour. The tie was broken by a casting vote from Harish Manwani, who chairs the nomination and remuneration committee.
• Casting vote: Noel argues that a casting vote arises only when the whole board is equally divided. He says it cannot supply the missing affirmative vote.
• Conflict of interest: Noel questions whether Srinivasan should have voted. He cites media reports of business dealings between TVS Motor and a company whose directors include members of the chairman's family. He says the Tata Code of Conduct required disclosure and recusal.
• Legal opinions: Tata Sons has cited legal advice, including opinions from former Chief Justice of India U.U. Lalit and former Supreme Court judge B.N. Srikrishna. Noel says these were sought only after the result was announced. He says the directors who asked for them had voted for the reappointment.

What does Noel want now?

His letter gives Tata Sons seven days to provide the following:

1. the recording of the meeting;
2. the minutes and the agenda audit trail;
3. the disclosures of interest filed by Chandrasekaran and Srinivasan; and
4. the briefs given to the legal experts.

He also wants the company to tell the registrar in writing that the resolution's validity is disputed. Otherwise, he says, he will draw adverse inferences. He also says he has not received final or signed minutes. He has not been given a certified copy of the resolution either. In an earlier letter he wrote: "The minutes must record what transpired at the meeting."

He has also said the draft minutes leave out two conditions that all six directors had agreed to before the result was announced. These were a legal opinion on the reappointment and prior shareholder approval of Chandrasekaran's directorship. Tata Sons and Noel did not respond to requests for comment.

The wider dispute and political comment

The two sides also disagree over a proposed stock market listing of Tata Sons. Noel opposes it, saying it could dilute the philanthropic mission of Tata Trusts and expose the group to market volatility. The Tata Sons board has favoured listing, in line with Reserve Bank of India guidance for systemically important non-banking financial companies. Both sides are reportedly reviewing their directors and officers liability insurance in case of legal proceedings. Neither has sued the other or made a claim under the policies so far.

On Wednesday, 28 October, Congress leader and Lok Sabha Leader of Opposition Rahul Gandhi said on X that Tata is being "criminally destroyed". He also said "Indian business is not Modi and Shah's plaything." Reports say there was no immediate reaction from the government or the Tata Group.

Who is affected, and what should readers do?

The immediate parties are the Tata Sons board, Tata Trusts and the company's leadership. Ordinary readers need not take any action. Those who follow corporate governance may want to watch for the following:

• how Tata Sons responds to the seven-day request;
• whether any correction or clarification goes to the RoC; and
• whether either side takes the matter to court.

These are allegations and competing readings of the company's rules. No court has ruled on them.

Sources

• HT Business: Noel objects to Tata Sons board minutes, RoC filing over N Chandrasekaran's reappointment
• Times of India: 'Tata is being criminally destroyed': Rahul Gandhi targets PM Modi, Amit Shah amid boardroom feud
• The Hindu: Rahul Gandhi alleges Tata Group 'being criminally destroyed', says will ensure justice for 'crimes'

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