Tata Sons boardroom war: How N. Chandrasekaran's vote on his own reappointment was accepted

A boardroom deadlock at Tata Sons over N. Chandrasekaran’s reappointment as chairman was resolved after the company accepted the vote of Tata Trusts nominee Venu Srinivasan in favour of the proposal, while Noel Tata voted against it.

According to a director present at the meeting, the company secretary had a legal opinion stating that a stalemate between the two Trust nominees could be resolved through a casting vote by the chairman. This effectively allowed Chandrasekaran to cast the deciding vote in favour of his own reappointment, the BusinessLine reported.

The development has opened another front in the ongoing differences between the Tata Trusts and the Tata Sons board over the leadership of the group.

Why a deadlock was expected

Article 121A of the Tata Sons Articles of Association was central to the disagreement. The Noel Tata camp had taken the position that specified matters require majority approval from the Tata Trusts’ nominee directors.

With only Venu Srinivasan and Noel Tata representing the Trusts on the Tata Sons board, and the two taking opposing positions on Chandrasekaran’s reappointment, a deadlock was expected.

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However, the director quoted in the report said the company secretary had legal opinion stating that a stalemate between the two Trust nominees could be broken through the chairman’s casting vote. Srinivasan’s vote in favour was consequently accepted, while Noel Tata’s opposing vote was rejected.

The outcome meant that Chandrasekaran, who chaired the meeting, was able to cast a vote supporting his own reappointment. “The act has just started, many more scenes to go,” the director said when asked whether the decision could be legally challenged.

RBI compliance and next steps

Separately, the director said the Tata Sons board had decided to “comply” with the RBI directive concerning its status as an Upper Layer NBFC, although the precise modalities would need to be discussed with the regulator.

The immediate next step on Chandrasekaran’s reappointment is a general body meeting where shareholders will vote on the proposal. The director said the “freeze” on Sir Ratan Tata Trust would make the process more complicated.

He also said the board wanted to avoid prolonged uncertainty affecting the business, pointing to ongoing work at Air India, semiconductor projects and the digital business.

“There are multiple issues. I hope that sense will prevail. There’s a long way to go and I don’t think anybody can predict as to what will happen,” the director told the BusinessLine.

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Tata Trusts call resolution a ‘legal nullity’

In a statement issued on September 17, the Tata Trusts reiterated their position that Chandrasekaran’s reappointment resolution was illegal.

The Trusts said Chandrasekaran had communicated on August 12, 2026 that he would not offer himself for reappointment after his current tenure ends on February 20, 2027. The Trusts said they accepted that decision the following day and advised Tata Sons to begin the process of appointing a successor through a Selection Committee in accordance with the Articles of Association.

DO READ: Tata Trusts opposes N Chandrasekaran reappointment, says board resolution is ‘legal nullity’

The Trusts now contend that the decision to reappoint him cannot be revived. They also argued that both Trust nominee directors must be present for a chairman appointment or reappointment and that both must vote in favour for the resolution to be valid.

Noel Tata also submitted a legal opinion from Justice Dr DY Chandrachud, former Chief Justice of India, supporting the Trusts’ position, according to the statement. The Trusts said the opinion was not taken note of by the board.

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