Noel Tata seeks video, minutes of meeting on Chandrasekaran’s reappointment: Report

Tata Trusts Chairman Noel Tata has sought the minutes and video recording of the Tata Sons board meeting at which N. Chandrasekaran was reappointed as executive chairman, while questioning the procedure followed during the September meeting, according to a report.

NDTV Profit, citing people familiar with the matter, reported that Noel Tata wrote to the Tata Sons Board in an email dated September 30, seeking the meeting minutes and video recording. He also questioned post facto legal opinions obtained by the company and the basis on which they were sought.

According to the report, Noel said Chandrasekaran’s reappointment was not included in the meeting agenda and was instead raised under a “Debrief by NRC” item.

Noel had earlier denied that any resolution on Chandrasekaran’s reappointment was passed at the September 17 board meeting.

The dispute centres on the Tata Sons board’s decision to reappoint Chandrasekaran for a third five-year term. Tata Trusts, the group’s majority shareholder, has described the resolution as “illegal” and a “legal nullity”.

The Trusts also said Noel Tata, who is a nominee director on the Tata Sons board, voted against the reappointment.

Tata Sons, however, cited legal opinions from former Chief Justice of India U.U. Lalit and former Supreme Court judge B.N. Srikrishna, which supported the validity of the resolution. According to the reports, both former judges held that the resolution was validly passed, with the chairman’s casting vote meeting the requirements of Article 121 when directors appointed under Article 104(B) were equally divided.

Tata Trusts has maintained that both of its nominee directors needed to support the reappointment and cited an opinion by former Chief Justice of India D.Y. Chandrachud in support of its position.

The dispute centres on provisions of the Tata Sons Articles of Association concerning nominee directors and the chairman’s casting vote.

Venu Srinivasan, the other Tata Trusts nominee director, supported Chandrasekaran’s reappointment, while Chandrasekaran recused himself from the discussion. Independent director Harish Manwani presided over the deliberations, after which the resolution was passed using the presiding chairman’s casting vote.