Noel Tata renews challenge to Chandrasekaran's reappointment, questions board voting

Tata Trusts chairman Noel Tata has renewed his challenge to the validity of Tata Sons’ board resolution reappointing N Chandrasekaran as executive chairman for another five-year term, raising questions over board procedures, voting requirements and potential conflicts of interest, reported The Economic Times.The immediate trigger for the latest letter was Tata Sons’ filing with the Ministry of Corporate Affairs confirming Chandrasekaran’s reappointment despite objections from a sitting director, ET reported.The September 17 board resolution reappointed Chandrasekaran for five years from February 21, 2027, with substantial management powers. Noel Tata has also opposed the proposed listing of Tata Sons, a plan backed by Venu Srinivasan and others.In his letter to Tata Sons company secretary Suprakash Mukhopadhyay, reviewed by ET, Noel Tata referred to his earlier letters dated September 30 and October 8, in which he had raised objections to the September 17 board meeting and its draft minutes. He sought the meeting’s audio and video recordings, final minutes, voting records and documents filed with the Registrar of Companies, asking that these be provided within seven days.Noel Tata said he had not received a certified copy of the resolution or the final, signed minutes of the meeting despite earlier requests. He also said Tata Sons had failed to provide recordings of the September 17 meeting despite two written requests. The company did not respond to his September 30 letter, executives close to the matter told ET.QUESTIONS OVER BOARD PROCEDURE AND VOTING Noel Tata questioned whether the reappointment resolution had been properly placed on the board meeting agenda.According to his letter, neither the original nor the revised agenda explicitly identified a resolution on the executive chairman’s reappointment. The original agenda described the relevant item as a debriefing from the nomination and remuneration committee, while the revised agenda added a discussion of a September 11 letter from the Reserve Bank of India and related applications.He alleged that no selection committee had been constituted under Article 118 of Tata Sons’ Articles of Association and that the affirmative vote required under Articles 118 and 121 had not been obtained.He asked the company to inform the Registrar of Companies that the validity of the resolution was disputed and to refrain from further action until the meeting record was settled.The recordings, he said, were necessary to verify the proceedings and establish whether his objections to the draft minutes had been addressed.CONFLICT-OF-INTEREST QUESTIONSThe letter also raised questions about a potential conflict of interest involving Venu Srinivasan, vice chairman of Tata Trusts and a director on the Tata Sons board. The alleged conflict relates to Srinivasan’s reported business links with Chandrasekaran outside Tata Sons, as per the report.Noel Tata also sought disclosures concerning Hanno One Warehousing Pvt Ltd, which he said was controlled by Chandrasekaran’s wife and son, and its reported business dealings with TVS Motor Co., where Srinivasan is chairman emeritus. He sought records of relevant disclosures and communications, along with details of how the matter had been considered by the board and its committees.He further alleged that Srinivasan had participated in discussions and voting on Chandrasekaran’s reappointment despite the potential conflict of interest. Noel Tata sought records of the nomination and remuneration committee meeting held on September 3, as well as details of the legal opinions obtained on the reappointment.SEEKS RECORDS TO BE PRESERVEDNoel Tata asked the board to consider the disclosures concerning Hanno One, the constitution of a selection committee and relevant correspondence from the RBI and Tata Trusts at a future meeting. He also called for the preservation of all records relating to the reappointment, including recordings, minutes and regulatory filings.“Given the significance of the matters and their direct bearing on the proper governance of the company, I trust that a response will be forthcoming within seven days of the date of this letter,” he said in the letter.He added that the letter should not be construed as acceptance of the resolution’s validity. The audit committee of Tata Sons is expected to consider the letter, officials close to the matter told ET.- Ends