Business News : The internal conflict at the top level of the Tata Group has now come to the fore. Tata Trust Chairman Noel Tata has strengthened his stand against the reappointment of Tata Sons Executive Chairman N Chandrasekaran. He has once again challenged the validity of the board’s resolution to grant a fresh five-year term to Chandrasekaran. According to the October 26 letter seen by the Economic Times, Noel Tata raised serious issues regarding board procedures, non-compliance with voting rules and potential conflict of interest.
Reappointed with significant management powers for 5 years
Noel is opposing Tata Chandrasekaran’s re-election and plans to list Tata Sons on the stock exchange. On the other hand, others including Tata Trust Vice Chairman and Tata Sons Director Venu Srinivasan are in support of the plan. Despite Noel Tata’s strong objections, the board approved both these key decisions at the September 17 board meeting. By this resolution, Chandrasekaran has been reappointed with substantial management powers for five years with effect from February 21, 2027.
Controversy grew after the filing with the ministry
The latest controversy in the matter erupted when Tata Sons filed a filing with the Ministry of Corporate Affairs (MCA) confirming Chandrasekaran’s reappointment despite objections from the current director. Angered by this move, Noel Tata wrote a new letter to Tata Sons’ company secretary, Suprakash Mukhopadhyay. In it, he also referred to his earlier letters dated September 30 and October 8, in which he objected to the draft minutes of the September 17 board meeting. According to sources, Tata Sons did not respond to their September 30 letter.
Noel Tata alleged that, despite two written requests, the company did not provide him the audio-video recording of the September 17 meeting. They have not yet received a certified copy of the resolution or the final signed minutes of the meeting. He has asked the Company Secretary to provide the meeting recordings, final minutes, voting records and documents submitted to the Registrar of Companies (RoC) within seven days. These recordings, they say, are important for reviewing the proceedings of the meeting to determine whether their objections to the draft minutes have been addressed.
Allegations of agenda manipulation and disregard of rules
Noel Tata has also directly questioned the agenda of the meeting. The proposal for re-appointment of the Executive Chairman was not clearly mentioned anywhere in the initial or revised agenda, he said. The initial agenda listed it as general information for the Nomination and Remuneration Committee. However, the discussion was added to the revised agenda on a letter from the Reserve Bank of India (RBI) dated 11 September.
He also alleged that no selection committee as required by Articles 118 of the articles of association of the company was constituted. Further, the approval votes required under Articles 118 and 121 were not taken. Noel Tata has clearly asked the company to inform the company’s Registrar of Companies that the validity of the proposal is in dispute. He also requested that no further action be taken in this regard till the meeting record is complete.
Questions raised regarding Venu Srinivasan’s business relationships
A large part of this letter deals with conflict of interest. The matter relates to the alleged business relationship between Venu Srinivasan and Chandrasekaran, independent of Tata Sons. Noel Tata founded Hano One Warehousing Pvt. Ltd. Questions have been raised about the related disclosures, which are said to be controlled by Chandrasekaran’s wife and son. The company’s business ties with TVS Motor Company, where Venu Srinivasan is chairman emeritus, have come to light.
Noel Tata alleged that despite this potential conflict of interest, Srinivasan participated in the deliberations and voted on Chandrasekaran’s reappointment. He has requested all disclosures related to the matter, records of discussions and information on how the board considered the matter. He has also requested the records of the Nomination and Remuneration Committee meeting held on September 3 and details of the legal opinion obtained on the reappointment.
Noel Tata has demanded that, besides constituting a selection committee, the board should consider letters from RBI and Tata Trusts. He has asked to preserve all records related to reappointment. At the end of the letter, he clearly stated that these issues were important for the proper governance of the company, and therefore, he expected a reply within seven days. He also clarified that his letter should not be interpreted as an acceptance of the proposal’s validity. According to officials familiar with the matter, Tata Sons’ audit committee may now consider Noel Tata’s letter.