Tata Sons row: Former Supreme Court judges back N Chandrasekaran’s reappointment as chairman

Two former Supreme Court judges have backed Tata Sons’ position on two contentious issues surrounding N Chandrasekaran’s reappointment as chairman — the validity of the September 17 board decision and the casting vote exercised by the chairman at the meeting.

The September 17 board meeting saw four Tata Sons directors vote in favour of Chandrasekaran’s reappointment, while Tata Trusts Chairman Noel Tata opposed the proposal. Noel Tata subsequently wrote to Tata Sons questioning the validity of the decision and the use of the chairman’s casting vote.

Tata Sons has pushed back against the objections, citing legal opinions from two former Supreme Court judges, Justice B N Srikrishna and Justice Uday U Lalit. Their opinions support the company’s position on the validity of the reappointment process and the casting vote used at the board meeting.

Justice Uday U Lalit, former Chief Justice of India, said, “In the present case, out of five Members of the Board who cast their vote on the proposal, except Noel Tata, other four Members had voted in favour of grant of Chairmanship to Chandrasekaran.

Since there was equality of votes among the Directors appointment pursuant to Article 104(B), the presiding or the officiating Chairman, by putting his casting vote, satisfied the requirement under Article 121.” In his legal opinion, Justice BN Srikrishna, former Supreme Court judge, said, “In my opinion, what has been done is perfectly consonant with the letter and spirit of Article 121.” “The proceedings before the Board were not intended to be deadlocked in any event, and that is why it is necessary to read this Article in a manner so as to ensure that the proceedings before the Board and the Querist’s business are taken forward and satisfactorily concluded,” Srikrishna said.

“I am of the opinion that every Director has two duties — one his fiduciary to the company under the Companies Act and the other to the nominating entity. There is no doubt that the former duty must override the latter in case of a conflict.

That is because the former duty is statutory and the latter is only contractual. In the circumstances, Venu Srinivasan rightly acted pursuant to the statutory fiduciary duty,” Srikrishna said. “Upon there being equality of votes amongst the Directors appointed pursuant to Article 104B, there was certainly an occasion for the Chairman to have a casting vote.

In my view therefore, the resolution dated September 17, 2026 for approving the agenda was validly passed,” Lalit said. Harish Manwani who chaired the meeting after Chandrasekaran recused himself when the proposal came up, put his casting vote favouring his reappointment.

Earlier, supporting the stance of Tata Trusts, former Chief Justice of India DY Chandrachud separately provided a legal opinion saying the affirmative support of Tata Trusts’ nominee directors was required and that a chairperson’s casting vote could not replace a missing majority.

According to Tata Trusts, the chairman’s casting vote is available only where there is equality of votes at the overall board level. “It does not apply among 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 said. “AoA (Articles of Association) 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.

This is a separate condition under the AoA,” Tata Trusts said. A decision on reappointment will emerge only in the annual general meeting of Tata Sons which is expected in the coming weeks. According to the legal opinion of Senior Advocate Sudipto Sarkar, on a plain reading of Article 121, it can be said that the Chairman's casting vote can be invoked in either of the following situations: where there is an equality of votes amongst the directors appointed pursuant to Article 104B; and where there is an equality of votes of the Board as a whole after taking into account the votes cast by all directors.

Accordingly, the expression “in the case of an equality of votes” may reasonably be construed as applying to either situation, Sarkar said. He said Article 118 would not apply to the proposed re-appointment of the Chairman.

“Article 118 is expressly concerned with the selection of a “new Chairman”. The Chairman's announcement that he will not offer himself for a further term does not alter his status as the incumbent Chairman, and he continues in office until the expiry of his current term in February 2027,” Sarkar said.

George Mathew is an Associate Editor with The Indian Express, based in Mumbai. A veteran of financial journalism with nearly three decades of experience, he is one of the country’s most authoritative voices on banking, regulation, and the corporate sector.

Expertise & Focus Areas Mathew’s reporting covers the nerve center of India’s economy. His specialized beats include: The Reserve Bank of India (RBI): He has tracked the central bank's policy evolution through the tenures of multiple Governors, offering deep insights into monetary policy, repo rates, and banking regulation.

Banking & Insurance: Extensive coverage of public and private sector banks, non-performing assets (NPAs), and key legislative reforms like the Insurance Amendment Bills. Corporate Affairs: Mathew frequently breaks major stories related to India's largest conglomerates, with a specific focus on the Tata Group, documenting boardroom shifts and strategic decisions.

Financial Markets: Reporting on the complexities of Foreign Portfolio Investors (FPIs), IPOs, and currency fluctuations. Authoritativeness & Insight With a career dating back to the late 1990s, Mathew possesses a rare institutional memory of India’s financial liberalization and...