Tata Trusts call Chandrasekaran’s reappointment illegal, say both nominee directors’ approval was mandatory

21 September, 2026
Tata Trusts call Chandrasekaran’s reappointment illegal, say both nominee directors’ approval was mandatory

Winning Bizness Desk

Mumbai.Tata Trusts call Chandrasekaran’s reappointment illegal, say both nominee directors’ approval was mandatory

Tata Trusts has challenged the decision to reappoint N Chandrasekaran as Tata Sons chairman for another five-year term, calling it contrary to the company’s rules. The Trusts said the approval of both its nominee directors was mandatory for such a decision, raising questions over the validity of the September 17 board resolution.

Trusts question validity of September 17 decision

Tata Trusts issued a statement on Sunday saying the Articles of Association of Tata Sons require the consent of its nominated directors for major decisions. The Trusts hold about 66% of Tata Sons, making their position significant in any dispute over the company’s leadership.

Noel Tata, one of the Trusts’ two nominee directors, voted against Chandrasekaran’s reappointment at the September 17 meeting, while the other nominee, Venu Srinivasan, supported it.

  • The board vote was 4-1 in favour of Chandrasekaran.
  • Noel Tata voted against the reappointment.
  • Venu Srinivasan voted in favour.

Two nominee votes needed, Trusts argue

The Trusts contend that with two of their representatives on the board, a majority among the nominees means two votes, not one. Since the two directors voted differently, the Trusts argue that the required approval was not obtained and the proposal should therefore be treated as rejected.

The dispute centres on the interpretation of Tata Sons’ Articles of Association, which govern voting rights and the role of the Trusts in major corporate decisions.

Special vote cannot revive rejected proposal

Tata Trusts has also rejected the possibility of using the Tata Sons chairman’s casting or special vote to approve the proposal after it had already failed under the applicable rules.

According to the Trusts, such a vote is relevant when votes are equally divided between the two sides. It cannot be used to overturn a proposal that has already been rejected under the company’s governing provisions.

Cyrus Mistry case cited in fresh dispute

The Trusts also referred to the long-running legal battle involving former Tata Sons chairman Cyrus Mistry. It said Tata Sons had earlier defended the Trusts’ special voting rights before the Supreme Court while arguing that these provisions protected the interests of the company’s largest shareholders.

The Trusts now argue that Tata Sons cannot take a position inconsistent with the stand it had previously taken before the country’s highest court.

Chandrasekaran changed decision within weeks

Chandrasekaran’s current term is scheduled to end on February 20, 2027. On August 12, he had said that he would not seek another term as chairman.

The nomination committee subsequently asked him on September 3 to reconsider his decision. Chandrasekaran agreed, and the Tata Sons board approved his reappointment on September 17. The decision still requires approval at the company’s annual general meeting.

New term would take him to age 70

The proposed extension would take Chandrasekaran’s tenure until 2032. He is currently 63 and would be 70 when the new term ends.

His continuation would also mark the first time a Tata Group executive has been allowed to remain in such a position beyond the group’s usual executive retirement age of 65. Non-executive directors can generally continue until the age of 70.

Chandrasekaran joined the Tata Sons board in October 2016.

Why Chandrasekaran remains important to Tata Group

Key financial changes during his leadership include:

  • Group revenue rose from Rs 6 lakh crore in 2019 to Rs 16.24 lakh crore in 2026.
  • Tata Sons’ assets increased from Rs 43,252 crore in 2018 to Rs 1,79,010 crore in 2026.
  • The market capitalisation of listed Tata companies rose from Rs 9.2 lakh crore in 2020 to about Rs 24 lakh crore in 2026.

The Tata Group comprises businesses such as TCS, Tata Motors, Tata Steel, Tata Power and Air India. Tata Sons is the principal holding company, while Tata Trusts are a group of philanthropic trusts that together own about 66% of Tata Sons.