Archive · 24 Sep 2026
Legal Opinions Back Chandrasekaran’s Third Tata Sons Term
N Chandrasekaran has led Tata Sons since 2017.
Tata Sons wants to give him another five-year term beginning in 2027.
Tata Trusts, which owns about 66% of Tata Sons, says the decision was not legally approved.
Its two nominated directors voted differently, with Noel Tata opposing the proposal and Venu Srinivasan supporting it.
Tata Trusts says both nominees needed to approve the decision.
Tata Sons says the voting situation allowed the chairman to use a casting vote.
Former Supreme Court judges BN Srikrishna and Uday U Lalit agreed with Tata Sons’ interpretation.
They also said a Selection Committee was not needed because Chandrasekaran is already the chairman.
The disagreement now depends on how Tata Sons’ Articles of Association are interpreted.
Legal opinions obtained by Tata Sons say Chandrasekaran’s proposed third term is valid.
The opinions say Article 118 requires a Selection Committee for a new chairman, not an incumbent’s reappointment.
Former judges BN Srikrishna and Uday U Lalit said the chairman’s casting vote was valid under Article 121.
Tata Trusts argues that both of its nominated directors had to support the resolution and that they split their votes.
Chandrasekaran’s unanimous 2022 reappointment without a Selection Committee is cited as precedent for the proposed term.
- Who
- Tata Sons, Tata Trusts, N Chandrasekaran, Noel Tata, Venu Srinivasan, and legal experts including BN Srikrishna, Uday U Lalit, and Sudipto Sarkar.
- What
- A dispute over the validity of Chandrasekaran’s proposed reappointment as Tata Sons chairman for a third five-year term.
- When
- The disputed resolution was passed on September 17, 2026; the proposed term would begin after the current term ends in February 2027.
- Where
- At a Tata Sons board meeting.
- Why
- Tata Trusts challenges whether a Selection Committee was required and whether the chairman could use a casting vote despite the split among Trust-nominated directors.
Tata Sons and Supporting Legal Opinions
Tata Trusts’ Challenge
Selection Committee requirement
Tata Sons and Supporting Legal Opinions
Tata Sons’ legal opinions say Article 118 applies to selecting a new chairman and does not govern the reappointment of an incumbent.
Tata Trusts’ Challenge
Tata Trusts disputes the process and argues that the Articles of Association were not satisfied when Chandrasekaran was reappointed.
Casting vote
Tata Sons and Supporting Legal Opinions
Srikrishna, Lalit, and Sarkar said Article 121 permits a casting vote when there is an equality of votes among relevant directors or across the board.
Tata Trusts’ Challenge
Tata Trusts says there was no board-level deadlock and that a casting vote cannot replace the required affirmative support from Trust-nominated directors.
Trust-nominated directors
Tata Sons and Supporting Legal Opinions
Srikrishna said directors’ statutory fiduciary duties to Tata Sons must prevail over contractual obligations to their nominating entity when the duties conflict, and that Srinivasan acted properly.
Tata Trusts’ Challenge
Tata Trusts says the split between Noel Tata and Venu Srinivasan meant its required majority support was not obtained.
- Tata Trusts ownership
- About 66% of Tata Sons
- Chandrasekaran’s tenure
- Chairman of Tata Sons since 2017
- Current term
- February 21, 2022, to February 20, 2027
- Proposed third term
- Would begin after the current term expires in February 2027
- Relevant provisions
- Article 118 concerns selecting a new chairman; Article 121 concerns a chairman’s casting vote; Article 104B concerns certain appointed directors
- September 17 vote
- Four of five voting board members supported Chandrasekaran; Noel Tata opposed the proposal and Venu Srinivasan supported it
- 2022 precedent
- Chandrasekaran’s second term was approved unanimously by the board without a Selection Committee
