Noel Tata Says Chandrasekaran’s Reappointment Resolution Is ‘Void’, Flags Procedural Lapses

Tata Trusts Chairman Noel Tata has objected to the reappointment of N Chandrasekaran as Executive Chairman of Tata Sons, alleging procedural irregularities at the board meeting that approved it and questioning the validity of the resolution.

In a letter dated October 26 to Suprakash Mukhopadhyay, Company Secretary and Group Corporate Secretary of Tata Sons, Noel Tata said the reappointment was moved at the September 17 board meeting even though the agenda circulated to directors had no specific reference to it. “The resolution is void,” he wrote, arguing that it did not comply with the relevant provisions of Tata Sons’ Articles of Association.

THE ARTICLES OF ASSOCIATION

According to Noel Tata, no Selection Committee was constituted under Article 118, and no recommendation from one was put before the board. He also contended that the affirmative vote of directors appointed under Article 104B, which Articles 118 and 121 require, was not obtained. The letter said the resolution was also put to a vote subject to conditions that were not fulfilled.

THE AGENDA QUESTION

Noel Tata questioned how the agenda was handled. The original agenda described item 7 as a “Debriefing from Nomination and Remuneration Committee.” It was later revised to include discussions on a Reserve Bank of India letter and related caveat applications, but it still did not explicitly mention Chandrasekaran’s reappointment, he said.

‘THE RECORDING IS THE ONLY NEUTRAL RECORD’

He said the company had not given him the audio and video recordings of the meeting, the final minutes or a certified copy of the resolution, despite two written requests over more than three weeks. “The recording is the only neutral record of what transpired,” he wrote, and he asked for the complete recording and any transcript.

He also objected to the company treating the resolution as final while the meeting’s records remain contested. He questioned why a certified copy was circulating in the public domain and had reportedly been filed with the Registrar of Companies before the minutes were finalised.

The company, he said, certified the resolution as passed without reference to the conditions attached to the vote, even though his objections and dissent remained unresolved.

“It is unacceptable that, despite being a Director of the Company, I have not been furnished with certified true copy of the resolution,” he wrote, adding that he had to rely on a version circulating publicly.

WHAT HE WANTS WITHIN SEVEN DAYS

Noel Tata has asked Tata Sons to provide, within seven days, the meeting recordings, the final or revised minutes, voting details, the formal notice and the versions of the agenda, and the documents filed with the Registrar of Companies and the Ministry of Corporate Affairs.

He has also asked the company to tell the Registrar in writing that the resolution’s validity is disputed by a director nominated under Article 104B and by Sir Dorabji Tata Trust, and that no further steps be taken on it until the meeting’s record is settled.

With inputs from ANI