The challenge mounted by Tata Trusts to the reappointment of N Chandrasekaran as chairman of Tata Sons draws its strength from the Supreme Court’s ruling in the Cyrus Mistry case, where the court upheld the sanctity of the Tata Sons’ Articles of Association (AoA) and recognised the special rights accorded to Tata Trusts as the majority shareholder.
In a statement issued on Sunday, the Trusts argued that the September 17 board resolution granting Chandrasekaran a fresh five-year term failed to satisfy a mandatory requirement under the AoA. According to the Trusts, certain decisions of the Tata Sons board require the affirmative support of a majority of Tata Trusts-nominated directors. With one of the two Trust nominees voting against the resolution, that condition was not met, rendering the resolution invalid regardless of the overall board vote.
Chandra’s exit puts Tata governance under fresh scrutiny
The Trusts maintained that the chairman’s casting vote cannot be used to overcome this deficiency. While a casting vote may break a tie in the overall board vote, it cannot override a separate affirmative voting requirement that is explicitly embedded in the company’s constitution, they said. “The Board put a question, and the AoA answered it in the negative,” the Trusts said, arguing that the resolution was void ab initio (void from the outset).
Tata Sons Chair N Chandrasekaran’s reappointment to board to come up in AGM, process closely watched after Tata Trust restrictions
The Trusts’ argument is closely tied to the position adopted by Tata Sons itself during the legal battle stemming from Mistry’s removal as chairman. In those proceedings, Articles 104B and 121, which confer affirmative voting rights on Tata Trusts-nominated directors, were challenged as oppressive. Tata Sons strongly defended those provisions, arguing that they were legitimate protections available to the majority shareholder rather than instruments of oppression. The Supreme Court ultimately endorsed that view and upheld the validity of the Articles.
The Trusts now contend that Tata Sons cannot depart from an interpretation of the AoA that it successfully persuaded the country’s highest court to uphold. The latest dispute, therefore, is less about the use of a casting vote and more about whether provisions previously defended by Tata Sons and endorsed by the Supreme Court can be bypassed when they produce an inconvenient outcome.
Published on September 20, 2026
