Tata Sons defends Chandrasekaran’s reappointment, cites legal advice | India News

Tata Sons has defended its boards call to reappoint chairman N. Chandrasekaran for five years, writing to Tata Trusts chair Noel Tata that the decision followed relevant laws and company rules.In a letter dated 24 September addressed to Noel Tata and signed by Tata Sons group company secretary Suprakash Mukhopadhyay, Tata Sons said it had sought legal advice from Sudipto Sarkar before the board meeting on 17 September, and later received separate legal opinions from former Chief Justice of India U.U. Lalit and former Supreme Court judge B.N. Srikrishna.“The board, by a majority resolution, validly resolved to reappoint Mr N. Chandrasekaran as the chairman upon the expiry of his existing tenure,” said Tata Sons in its letter, according to an executive who saw it. Mukhopadhyay’s letter responded to Noel’s two letters, dated 18 September, in which the Tata Trusts chair questioned the legality of Chandrasekaran’s reappointment.Also Read | Tata Sons chairman N Chandrasekaran's TVS Motors link emerges amid row over re-appointmentOn 17 September, the Tata Sons board went against its main shareholder, Tata Trusts, in a rare case in corporate India where a company’s board disagreed with its controlling shareholder. Tata Trusts nominees Noel and Venu Srinivasan cast opposing votes; Harish Manwani, who led the process, cast the deciding vote in favour of the reappointment, defeating Noel.In its letter, Tata Sons explained that an independent director’s decision to break the tie on the reappointment followed legal advice from three respected legal experts.Tata Trusts disagrees, saying under Article 121 of Tata Sons’ rules, only a majority vote of Trustees can approve a chairman’s reappointment. Tata Trusts said there was no tie after its two trustees voted differently on the chairman’s reappointment. “A casting vote cannot revive a stillborn resolution,” said Tata Trusts.Tata Sons’ reply also included an 11-page legal opinion from Justice Lalit and an eight-page opinion from Srikrishna, according to an executive familiar with the development.Also Read | Tata Sons boardroom battle: Fundamentals of ownershipEmail queries sent to Tata Sons and Tata Trusts went unanswered.After last Thursday’s board meeting, Noel Tata, in his two letters, called the whole reappointment illegal from the beginning.Noel said the move to reappoint Chandrasekaran in 2022 followed a process under Article 118 that deals with choosing the chairman. He also repeated that the chair could not be reappointed because he had opposed the resolution, which under Article 121 made it a “dead resolution.”“On a plain reading of Article 121, it can be said that the chairman’s casting vote can be invoked in either of the following situations: (i) where there is an equality of votes amongst the directors appointed pursuant to Article 104B; and (ii) where there is an equality of votes of the board as a whole after taking into account the votes cast by all directors,” according to an opinion of Kolkata-based lawyer Sarkar, which the Tata Sons board got on 16 September, a day before the board meeting, according to a second executive.“In my opinion, what has been done is perfectly consonant with the letter and spirit of Article 121,” Justice Srikrishna opined, in his legal opinion sent earlier this week to the board of Tata Sons, said the second executive.Also Read | Noel suggested splitting up Tata Sons at board meeting to block listing: Report“Since there was equality of votes among the directors’ appointment pursuant to Article 104(B), the presiding or the officiating chairman, by putting his casting vote, satisfied the requirement under Article 121,” Justice Lalit said, according to the second executive.