Tata Sons board resolution on Chandrasekaran reappointment invalid, says Tata Trusts

According to Tata Trusts, Tata Sons’ Articles of Association (AoA) require the affirmative support of a majority of directors nominated by Tata Trusts, which hold approximately 66 per cent of the company. With two Tata Trusts nominees on the board, both directors would have to support the resolution for the separate condition under the AoA to be met.

One of the two nominees voted against the resolution on September 17, meaning the required affirmative support was not available, the Trusts said.

The Trusts further said the Chairman’s casting vote cannot be used to overcome the failure of this condition, as such a vote is available only in case of equality of votes at the overall board level and does not apply to the requirement concerning Tata Trusts’ nominee directors.