Tata Sons Controversy: The tension at the top level within the Tata Group has now come to the fore. Tata Trusts Chairman Noel Tata has toughened his stand against the reappointment of Tata Sons Executive Chairman N Chandrasekaran. Noel Tata has once again challenged the validity of the board’s resolution under which Chandrasekaran was given a fresh term for the next five years. According to the letter seen by The Economic Times on October 26, Noel Tata has raised serious issues such as board process, non-compliance with voting rules and potential conflict of interest.

From the beginning, Noel was against the re-election of Tata Chandrasekaran and the plan to list Tata Sons on the stock market. On the other hand, others including Tata Trust Vice Chairman and Tata Sons Director Venu Srinivasan are in support of the plan. In the board meeting held on September 17, the board approved both these major decisions despite strong objections from Noel Tata. Through this proposal, Chandrasekhar has been reappointed with enormous managerial powers for the next five years from 21 February 2027.

Controversy escalated after the application to the ministry

The latest controversy in the whole affair erupted when Tata Sons filed a filing confirming Chandrasekaran’s reappointment with the Ministry of Corporate Affairs (MCA), despite the objections of the sitting director. Displeased with this move, Noel Tata wrote a new letter to the company secretary of Tata Sons, Suprakash Mukhopadhyay. In this he also referred to his earlier letters of September 30 and October 8, in which he objected to the draft minutes of the September 17 board meeting. According to sources, Tata Sons did not respond to his letter dated September 30.

Noel Tata has alleged that the company has not given him the audio-video recording of the September 17 meeting despite twice asking in writing. He has yet to receive a certified copy of the proposal or the final signed minutes of the meeting. He has asked the Company Secretary to provide the meeting recording, final minutes, voting records along with the documents submitted to the Registrar of Companies (ROC) within seven days. They say these recordings are very important to examine the proceedings of the meeting, to know whether their objections to the draft minutes were addressed or not.

Alleged disregard of rules along with manipulation of agenda

Noel Tata has also directly raised questions on the agenda of the meeting. He said that nowhere in the original or amended agenda of the meeting was there any clear mention of the proposal for re-appointment of the acting chairman. In the initial agenda, it was shown as general information of the Nomination and Remuneration Committee. At the same time, a discussion on the September 11 letter of the Reserve Bank of India (RBI) was added to the changed agenda.

He also alleged that no selection committee was constituted under Article 118 of the Articles of Association of the company. Apart from this, the approval votes required under Article 118 and 121 were not taken. Noel Tata has clearly asked the company to inform the Registrar of Companies that the validity of the proposal is in dispute. Also, no further action should be taken in this direction until the record of the meeting is fully finalised.

Questions raised on Venu Srinivasan’s business dealings

A large part of this letter deals with conflict of interest. The case relates to the alleged business relationship between Venu Srinivasan and Chandrasekaran, which is separate from Tata Sons. Noel Tata has questioned the disclosures regarding ‘Hanno One Warehousing Private Limited’. The company is said to be controlled by Chandrasekaran’s wife and son. It has come to light that the company has a business relationship with TVS Motor Company, where Venu Srinivasan is the chairman emeritus.

Noel Tata alleged that despite this potential conflict of interest, Srinivasan participated in the discussions and even voted on Chandrasekaran’s reappointment. It has sought information on how the board deliberated on the issue, including all explanations related to the matter, records of conversations. Besides, he has also sought the record of the Nomination and Remuneration Committee meeting held on September 3 and details of the legal opinion taken on the reappointment.

Noel Tata has demanded that letters from RBI and Tata Trusts be considered besides the formation of the selection committee. He has asked to keep all records related to reappointment safe. At the end of the letter he has clearly written that these issues are very important for the proper management of the company, so he expects a reply within seven days. He also made it clear that his letter should not at all be regarded as an acceptance of the proposal’s validity. Officials connected with the case say that the audit committee of Tata Sons may now consider Noel Tata’s letter.