Mumbai, India – Tata Sons has reportedly declined a request from Tata Trusts chairman Noel Tata for an audio-video recording of a pivotal September 17 board meeting. During this meeting, N. Chandrasekaran was reappointed chairman of the group holding company for a second five-year term.
According to reports, Tata Sons stated in a November 9 letter that neither the law nor its Articles of Association (AoA) mandates the company to preserve or provide recordings of physical board meetings to directors. The company also clarified that it does not have a practice of sharing such recordings, which are primarily intended to assist the company secretary in preparing draft minutes and are not required to be retained or shared.
Context of the Dispute
The refusal follows a series of communications from Noel Tata, dated September 18, September 30, October 8, and October 26. Tata Sons confirmed that the draft minutes of the September 17 meeting were uploaded on the board app by October 1, and Noel Tata's comments, received on October 8, were reviewed and incorporated into the final version.
Tata Sons defended the procedure for Chandrasekaran's reappointment, asserting that the matter was properly included in the board agenda, discussed by all directors, and approved by a majority vote. Noel Tata was reportedly the sole director to oppose the resolution.
Governance and Conflict of Interest Concerns
The company also maintained that Article 118 of its AoA, which outlines provisions for a selection committee, does not apply to the reappointment of an incumbent chairman. They emphasized that the resolution was filed with the Registrar of Companies in full compliance with the Companies Act, 2013.
This exchange highlights widening differences between Noel Tata and Tata Sons concerning governance, leadership succession, and the overall functioning of the holding company. Furthermore, Tata Sons dismissed conflict-of-interest concerns related to Chandrasekaran's reappointment and Venu Srinivasan's (TVS Motor chairman emeritus) vote in favor. The company stated there were no transactions between Tata Sons and TVS Motor, nor any conflict arising from dealings between TVS Motor and Hanno One Warehousing, a company where Chandrasekaran's wife and son have disclosed interests. Srinivasan's relationship with TVS Motor was fully disclosed and did not create a conflict with his duties as a Tata Sons director.
Noel Tata’s October 26 notice under Article 121B of the AoA has been noted and will be addressed under applicable provisions, according to Tata Sons.