Tata Sons board votes 4-1 to give N. Chandrasekaran a third term

Tata Sons directors voted on 17 September to reappoint N. Chandrasekaran as executive chairman for five more years when his present term ends on 20 February 2027. The count was 4-1. Chandrasekaran abstained. Noel Tata, who chairs Tata Trusts and sits on the Sons board as a nominee, cast the dissenting vote. Independent director Harish Manwani chaired the item and voted with the majority, alongside independent director Anita George, group chief financial officer Saurabh Agrawal, and Trusts vice-chairman Venu Srinivasan.

The vote followed an unusual month. On 12 August Chandrasekaran wrote to directors saying he would not offer himself for a third term, citing the absence of unanimous board support. On 3 September the nomination and remuneration committee asked him to reconsider. On Thursday he agreed. A company statement said he acceded to the board's request in the larger interests of the group.

Why the Trusts say the resolution is void

Tata Trusts hold about 66 percent of Tata Sons. In a statement after the meeting they called the reappointment illegal. They pointed to Article 121A of the company's articles, which they read as requiring a majority of Trusts nominee directors to support a chairman's reappointment. Noel Tata voted no. Venu Srinivasan voted yes. That split, the Trusts argue, means the nominees did not deliver the majority the articles demand. They also said Chandrasekaran's August letter had already been accepted and had attained finality.

Tata Sons has not published a detailed legal reply to that reading. The company did publish a longer chronology. It recalled a unanimous Trusts resolution dated 28 July 2025 that praised Chandrasekaran's stewardship since 2017 and backed a further five-year term. That earlier blessing is now being used by the board majority as proof that the Trusts once wanted what the board has just done.

Noel Tata also opposed a move to consider listing Tata Sons. The Reserve Bank of India classified the holding company as an upper-layer non-banking financial company in 2022 and set a three-year clock for a listing. The clock has been a source of tension for four years. The Trusts say they will keep looking for a successor and for ways to avoid a public float. The board says it will work toward compliance with the RBI requirement.

What is actually at stake

Chandrasekaran, 63, joined Tata Consultancy Services in 1987 and became chairman of Tata Sons in 2017 after the boardroom war that removed Cyrus Mistry. The group now includes Air India, a large digital business, steel, motors and the cash machine at TCS. Critics inside the Trusts have questioned capital allocation at the airline and at Tata Digital. Supporters point to the rise in group market value during his tenure and to the absence of an agreed alternative.

The immediate problem is governance, not strategy. A holding company whose majority owners call a board resolution a legal nullity cannot run a quiet year. Banks, rating agencies and the RBI will ask which set of documents governs the next chairman's appointment. Minority holders of Tata Sons shares, including the Shapoorji Pallonji interests, will read the same articles and choose a side.

Chandrasekaran's third term, if it survives the challenge, would run to 2032. He would then have held the chair for 15 years. The Trusts say they will still name a search panel. Those two tracks cannot both succeed. One of them will have to give way, in a court, at the RBI, or in a later board meeting that looks less like a 4-1 surprise.