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

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Tata Sons chairman N. Chandrasekaran. File | Photo Credit: PTI

Tata Trusts, the majority shareholder of Tata Sons, has escalated its governance dispute with the holding company by disputing the use of a casting vote to ratify the reappointment of N. Chandrasekaran.

The Trusts, in a statement issued on Sunday (September 20, 2026), said the affirmative support of Tata Trusts Nominee Directors as mandated by the Article of Association (AoA) was not given to the board to make any decision.

“The condition failed, and so did the resolution. The Chairman’s casting vote is available only where there is equality of votes at the overall board level. It does not apply amongst Tata Trusts’ Nominee Directors. Whether the result of the vote was 4:1, or any other figure, is irrelevant,” the Tata Trusts said.

“A condition is either met, or it is not. In this case the condition was not met. It is now being suggested that a refusal of support amounts 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. 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,” it said.

“The resolution to reappoint Mr. N. Chandrasekaran as the Chairman of Tata Sons, considered at the Board meeting on September 17, 2026, was not validly passed and has no legal effect. In the eyes of the law, it is void ab initio. Articles of Association are not a convenience to be relied upon when they help and ignored when they don’t,” the statement said.

“Tata Sons is not at liberty to take this position, because it has already taken the opposite one and won in the Supreme Court,” it added.

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