Tata Trusts rejects Tata Sons Board’s reappointment of Chandrasekaran; declares vote ‘void ab initio’

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The Tata Trusts, the majority owners of Tata Sons, challenged the validity of Tata Sons’ decision to reappoint N. Chandrasekaran as chairman, arguing that the company’s Articles of Association require affirmative support from a majority of its Trust-nominated directors and that a chairman’s casting vote cannot override that condition.

Tata Trusts also denied there existed any deadlock at the Tata Sons board meeting that took place on September 17, 2026 and said that the casting vote by the Chairman [of the meeting Independent Director Harish Manwani], which led to the board, by a majority vote, approving two crucial resolutions, had no locus standi.

“The Articles of Association (AoA) of Tata Sons do not leave any decision of the Board to a mere head count of Directors. They provide that no decision can be taken unless it has the affirmative support of at least a majority of the Directors nominated by the Tata Trusts, who hold approximately 66% of the Company,” Tata Trusts said in a statement on Sunday (September 20, 2026).

Stating that this was a separate condition under the AoA, the Tata Trusts said “There are two Tata Trusts nominees on the Board of Tata Sons [Venu Srinivasan and Noel Naval Tata]. Majority amongst two is two and not one”.

“On September 17, 2026, one such Director [Noel Naval Tata] voted against the resolution. Thus, the affirmative support of Tata Trusts Nominee Directors as mandated by the AoA was not given. The condition failed, and so did the resolution,” the Tata Trusts emphasised.

Pointing out that the Chairman’s casting vote is available only where there is equality of votes at the overall board level, the Tata Trusts said it does not apply amongst Tata Trusts’ Nominee Directors.

“Whether the result of the vote was 4:1, or any other figure, is irrelevant. A condition is either met, or it is not. In this case the condition was not met,” it stated.

On the suggestion that a refusal of support [by nominee Director Noel Tata] amounted to a deadlock which would paralyse the Company and that the Chairman of the meeting was therefore entitled to resolve the position by a casting vote, it reiterated, “there was no paralysis and there was no deadlock.”

“The Board put a question, and the AoA answered it in the negative. The exercise of a protective right conferred by a company’s own constitution is not a deadlock; it is that constitution working as it was written to work,” Tata Trusts said.

According to Tata Trusts the resolution to reappoint N.