25 September 2026 (Navroze Bureau) Tata Sons has rejected allegations from the Tata Trusts that the reappointment of N Chandrasekaran as chairman was legally invalid, saying the board’s decision complied with the company’s Articles of Association and internal governance framework.
The response, sent to Tata Trusts chairman Noel Tata on September 24, is the first formal reply from Tata Sons after the two sides publicly differed over the validity of Chandrasekaran’s reappointment. Two people familiar with the letter told Reuters about its contents.
Three Legal Opinions Cited
Tata Sons reportedly backed its position by citing three legal opinions, including views from former Supreme Court judges U U Lalit and B N Srikrishna, along with an earlier opinion from senior advocate Sudipto Sarkar.
The opinions support Tata Sons’ interpretation of the company’s Articles of Association and the board process used to reappoint Chandrasekaran for another five-year term.
Dispute Centres on Tata Trusts’ Nominees
The dispute centres on Article 121 of Tata Sons’ Articles of Association and the role of directors nominated by Tata Trusts.
Tata Trusts, which collectively hold 66% of Tata Sons, has argued that the reappointment required the support of its nominee directors. At the September 17 board meeting, Noel Tata voted against the resolution, while fellow Tata Trust nominee Venu Srinivasan voted in favour.
Tata Trusts has maintained that the split vote meant the resolution could not validly be passed.
Tata Sons Defends Board’s Decision
Tata Sons has taken a different interpretation, arguing that its directors acted in accordance with their statutory responsibilities to the company.
One of the legal opinions cited by the company reportedly concluded that where a director’s statutory fiduciary duty to Tata Sons conflicts with an obligation to the entity that nominated the director, the duty to the company takes precedence.
Tata Trusts Reviewing the Response
The Tata Trusts’ legal team is examining the Tata Sons response, according to one source cited by Reuters.
The Trusts have previously obtained a legal opinion from former Chief Justice of India D Y Chandrachud, which supports their interpretation that affirmative support from the Trust nominees was independently required.
Leadership Dispute Began With Reappointment
Chandrasekaran, who has led Tata Sons since 2017, was reappointed on September 17 for another five-year term.
The decision came after Chandrasekaran had indicated in August that he would not seek another term after his current tenure ends in February 2027. Tata Sons said its board subsequently asked him to reconsider in the larger interests of the group, which he accepted.
Listing of Tata Sons Adds to Tensions
The leadership dispute is taking place alongside a separate disagreement over a possible public listing of Tata Sons.
Tata Sons’ board has decided to take steps toward compliance with applicable Reserve Bank of India requirements and consider the possibility of a listing. Tata Trusts, however, has opposed listing and argued that it could alter the trust-based character of the Tata Group.
The RBI had rejected Tata Sons’ request for an exemption from listing requirements applicable to its classification as an upper-layer NBFC.
A Major Governance Dispute
The disagreement has developed into a significant governance dispute within the 158-year-old Tata Group.
Tata Trusts’ majority ownership gives the charitable organisations substantial influence over Tata Sons, but the current disagreement has exposed differences over how that influence should operate within the company’s board and governance framework.
Possible Legal Battle Ahead
The competing legal interpretations could eventually lead to formal proceedings if the two sides fail to resolve their differences.
Legal experts cited in recent reports have said Tata Trusts could challenge the chairman’s reappointment and the board’s listing decision through appropriate legal channels.
For now, Tata Trusts is reviewing Tata Sons’ latest response, leaving the dispute unresolved.