Tata Sons board extends Chandrasekaran. Tata Trusts call the vote illegal

The Tata Sons board voted on Thursday to give N. Chandrasekaran another five years as executive chairman when his present term ends on 20 February 2027. Four directors voted yes. Noel Tata, who chairs Tata Trusts, voted no. Within hours the Trusts called the resolution "a legal nullity" under the company's articles of association.

Chandrasekaran had written to the board on 12 August to say he would not seek a new term. Tata Trusts, which own about 66 percent of Tata Sons, said they accepted that decision and that it had "attained finality." On 17 September the board said it had asked him, in the "larger interests" of the group, to reconsider. He agreed. The board then passed the extension by majority.

The directors present were Chandrasekaran; Noel Tata; Venu Srinivasan, chairman emeritus of the TVS Group and the other Trust nominee; Harish Manwani, formerly of Unilever; Anita M. George, formerly of the World Bank; and Saurabh Agrawal, group chief financial officer. Tata Trusts say the articles require both Trust nominees to be present and both to vote in favour of any resolution on the chair. Because Noel Tata voted against, they argue the resolution has no legal basis. He also tabled an opinion from former Chief Justice D.Y. Chandrachud supporting that reading.

The Trusts point to their own unanimous resolution of 28 July 2025, which had praised Chandrasekaran's stewardship since 2017 and backed a further term. Their position now is that his August letter closed that process and that the board cannot reopen it without both nominees. Tata Sons, in its own statement, said the board had received that 2025 Trust resolution and that Chandrasekaran acceded to a fresh request on Thursday.

The same meeting opened a second front. The board resolved to start work on Reserve Bank of India guidelines that bear on a public listing of Tata Sons, and to seek guidance from the RBI, the Trusts and other shareholders. Noel Tata opposed a listing as well. The group has already been in a fight with the central bank over whether Tata Sons, as a core investment company, must list. Reuters reported that the RBI had filed a caveat after rejecting a Tata bid to avoid listing.

The quarrel is not only about one man. Chandrasekaran and the Trusts have disagreed over Air India's losses, over a planned exit by a minority shareholder, and over whether the holding company should go public. Tata Sons sits on top of a group whose listed arms span steel, cars, software, chemicals, power, retail and Air India. BBC put the empire's scale at about $300 billion. News of the reappointment lifted listed Tata shares on Thursday.

Process matters here because Tata Sons is a private company whose majority owner is a set of charitable trusts. The articles were written to give those trusts a lock on the chair. If a court accepts Noel Tata's reading, Thursday's vote does not appoint anyone. If a court accepts the board's majority, the Trusts' lock is weaker than they thought. Either way the next chairman fight is already a listing fight.

Chandrasekaran took the chair in 2017 after the board removed Cyrus Mistry. That earlier rupture produced years of litigation. The present dispute is different in form. It is a live argument about whether a chairman who said he was leaving can be voted back by a majority that includes only one of the two Trust directors. The Trusts say the answer is no. The board has acted as if the answer is yes. Shareholders of the listed Tata companies now have to price both readings.