Legal opinions obtained by Tata Sons support the validity of N.
Chandrasekaran’s reappointment as chairman for a third five-year term, saying the provision in the company’s Articles of Association (AoA) that requires a Selection Committee applies to the appointment of a new chairman and not to the extension or reappointment of an incumbent.
Limits of the casting vote at Tata Sons While former Supreme Court judges Justice B.N.
Srikrishna and Justice Uday U.
Lalit opined the casting vote exercised by the chairman of the Tata Group board was valid under the company’s AoA, the September 17 board resolution giving Mr.
Chandrasekaran a third term was on the lines of a similar one that gave him a second term in 2022.
Justice Srikrishna said the action was consistent with Article 121, while Justice Lalit said the equality of votes among directors appointed under Article 104B provided an occasion for the chairman to exercise a casting vote.
Related Stories How will the tussle within the Tata Group play out? | In Focus podcast Tata Trusts denies any deadlock at September 17 Board meeting, disputes casting vote mandate Battle lines in the boardroom | Tata Sons Why the Tata Sons Board and majority-owner Tata Trusts are in conflict | Explained Tata Trusts, which owns about 66% of Tata Sons, challenged the September 17 board resolution giving Mr.
Chandrasekaran a third term, arguing that its AoA requires affirmative support from a majority of Trust-nominated directors and a chairman’s casting vote cannot override that requirement.
