Noel Tata Challenges Chandrasekaran’s Reappointment as Tata Sons Chairman, Flags Conflict of Interest

Tata Trusts chairman Noel Tata has renewed his challenge to N Chandrasekaran’s reappointment as Tata Sons chairman for another five years, questioning the board’s procedures, voting requirements and potential conflicts of interest involving fellow director Venu Srinivasan.

In an October 26 letter to Tata Sons company secretary Suprakash Mukhopadhyay, Noel described the September 17 board resolution as void and sought records of the meeting, including its original audio and video recordings, final minutes, voting details and documents filed with the Registrar of Companies. He asked the company to provide the records within seven days, according to The Economic Times.

Noel had previously raised objections in letters dated September 30 and October 8. He questioned why the reappointment was taken up when neither the original nor revised meeting agenda explicitly listed it as a resolution. The relevant item was described as a debriefing from the nomination and remuneration committee.

He also alleged that no selection committee had been constituted as required under Article 118 of Tata Sons’ Articles of Association and that the affirmative vote required under the company’s rules had not been secured. Chandrasekaran’s five-year term is scheduled to begin on February 21, 2027.

The resolution received four votes in favour, including Srinivasan’s, while Noel opposed it. Noel has challenged the interpretation of voting provisions that allowed the resolution to pass despite the disagreement between the two Tata Trusts nominees.

The latest letter also raises conflict-of-interest concerns over reported commercial dealings between TVS Motor and Hanno One Warehousing, a company linked to Chandrasekaran’s wife and son. TVS Motor is associated with Srinivasan, its chairman emeritus.

Noel questioned whether these relationships were adequately disclosed to Tata Sons’ board and whether Srinivasan should have participated in the nomination and remuneration committee’s deliberations and the subsequent board vote. He sought relevant declarations, compliance records and communications concerning the business dealings.

It is reported that Tata Sons had not responded to Noel’s earlier letter and that the company’s filing with the Ministry of Corporate Affairs confirming the reappointment prompted his renewed challenge.

Noel has also asked the board to preserve all relevant records and notify the Registrar of Companies that the resolution’s validity is disputed. The dispute adds to wider disagreements over Tata Sons’ governance and proposed listing. The allegations and objections remain contested, with their implications dependent on the company’s records and applicable governance provisions.