Tata Trusts, which own about two‑thirds of Tata Sons, has formally challenged the board’s decision to reappoint N. Chandrasekaran as chairman. The Trusts argue that Tata Sons’ Articles of Association (AoA) require the affirmative support of a majority of directors nominated by the Trusts before any board resolution can be adopted, and that a chairman’s casting vote cannot override that requirement.
According to the Trusts, the board meeting held on 17 September 2026 failed to meet the AoA condition. Two Trust‑nominee directors, Venu Srinivasan and Noel Naval Tata, were on the board; a majority of two would be required. Noel Naval Tata voted against the reappointment resolution, leaving the affirmative support unfulfilled. The Trusts therefore declare the resolution void ab initio.
The Trusts also rejected claims that a deadlock existed and that the chairman of the meeting, Independent Director Harish Manwani, was justified in exercising a casting vote. They point out that a casting vote is only applicable when overall board votes are tied, not when the condition set out in the AoA is not met. They maintain that the board’s decision merely reflects the constitution of the company rather than a paralysis of governance.
In earlier litigation over the removal of Cyrus Mistry, the Supreme Court upheld the Trusts’ affirmative voting rights under Articles 104B and 121, ruling them not oppressive. The Trusts assert that Tata Sons has voluntarily adopted public‑company governance standards, and that its current dispute does not indicate a governance gap that listing would remedy.
