Mumbai and Bengaluru: Last Thursday in Mumbai, the Tata Sons boardroom was tense. The much-anticipated meeting wrapped up earlier than planned, lasting only about three hours. At first, it looked like the directors had not reached an agreement on the two principal agenda items.
At 1:55 pm on 17 September, an executive who was part of a team briefed by Tata Trusts chair, Noel Tata, on what had transpired at the meeting, sent two messages to a few people: “Meeting done”, “No resolutions”.
Noel was under the impression that the board had not reached a decision on the Reserve Bank of India’s 11 September directive asking Tata Sons to go public, or reassessing N. Chandrasekaran’s tenure. The holding company’s chairman had announced in August that he would not seek reappointment after completing his term on 20 February 2027.
The takeaway for the other five directors on the Tata Sons board was quite different. Noel would discover that only later.
The chairman of Tata Trusts, which owns 65.9% of Tata Sons, had arrived that morning at Bombay House, the Tata group’s headquarters, well prepared for a challenge. He had with him a folder containing a seven-page note outlining the Trusts’ stance against RBI’s listing order, a two-page note on why Chandrasekaran shouldn’t be given a third term, and a 40-page legal opinion authored by former Supreme Court Chief Justice Dhananjay Y. Chandrachud.
Noel stood alone against the other five directors. According to the unnamed executive above, Noel had expected the other board members to interrupt or talk over him as he made his case. His advisers had briefed him to at least present his documents for the record if the others interrupted him. It didn’t come to that. They let him speak freely.
In fact, when Noel brought up the RBI’s order and suggested options for the board to present to the regulator, Chandrasekaran responded with “good preparation”, said a second executive, who also spoke on condition of anonymity.
Shortly after the meeting concluded, however, the board, sans Noel, issued a statement announcing a third term for Chandrasekaran and declaring that Tata Sons would take steps to comply with RBI’s guidelines. The regulator had first mandated Tata Sons to list in September 2022.
The following day, on 18 September, Noel wrote two letters stating that the other members had pushed through the two contentious issues. From the perspective of the other board members, it appeared that they had lost patience with Noel, the head of the philanthropic entities that own most of Tata Sons.
Sense of foreboding
The first hint of how the day would unfold came an hour before the board meeting.
Harish Manwani, former chief operating officer of Unilever Plc. and a Tata Sons board member, met Noel at around 9:15 am in Trent Ltd’s office on the first floor of Bombay House. He wanted to understand Noel’s plans for the board meeting.
According to the first executive above, Manwani was more assertive than usual, a shift from his usual polite approach with Noel. He explained his role as chairman of Tata Son’s Nomination and Remuneration Committee and asked if Noel would support a third term for Chandrasekaran.
Noel made the Trusts’ position clear: “No”.
When Manwani saw there was no room for negotiation and their positions were completely opposed, he left the meeting. “You do what you have to do, I’ll do what I have to do,” he reportedly told Noel.
Crucial meeting
A little after 10 am, the six directors gathered on the renovated fourth floor of Bombay House and started going through the agenda. They reviewed notes from the previous meeting, the first-quarter update, and the usual business for a holding company involved in steel, software, salt, and airlines. The two key agenda topics came up later.
Noel, 69, was the newest member on the Tata Sons board. He had joined less than three weeks after becoming chairman of Tata Trusts on 11 October 2024. His half-brother, Ratan Tata, had died on 9 October.
Across from Noel at the meeting was fellow trustee-nominee on the Tata Sons’ board, Venu Srinivasan, a trustee of the Sir Ratan Tata Trust. He had turned a rebel and approached the Maharashtra Chief Charity Commissioner earlier this year supporting the listing of Tata Sons’ shares.
The Sir Ratan Tata Trust (SRTT) and the Sir Dorabji Tata Trust (SDTT), part of the wider Tata Trusts cluster, are the two largest philanthropic organisations that collectively control Tata Sons. Noel was the only one at the crucial 17 September board meeting representing the Trusts’ interests.
Srinivasan is the longest-serving on Tata Sons’ six-member board, having joined in August 2016, two months before Ratan Tata dismissed former Tata Sons chair Cyrus Mistry. Later that year, Chandrasekaran, then the chief executive of Tata Consultancy Services Ltd, joined the board. Four months later, in February 2017, Chandrasekaran became chairman of Tata Sons. His aide, Saurabh Agrawal, now group chief financial officer, joined the board in May 2018. That same month, Manwani joined as an independent director. Anita George became an independent director in July 2022.
When it was time for the board to discuss the Tata Sons chairman’s tenure, Chandrasekaran stepped aside. Manwani, who usually says little at these meetings, led this discussion from start to finish, said the second executive mentioned above. “He came well prepared.”
Noel kept his statement brief. Chandrasekaran had written to the board on 12 August about his decision to not seek a third term as Tata Sons’ chair. The Sir Dorabji Tata Trust, Tata Sons’ largest shareholder, accepted Chandrasekaran’s decision the next day and asked Tata Sons to set up a selection committee as required by the Articles of Association (AoA). Noel argued that as this position had been made public, it could not be changed since employees, lenders, counterparties, the stock market, and the majority shareholder had all acted on it.
He said that under Articles 121 and 118 of the Articles of Association, a decision about the chairmanship needed a ‘yes’ vote from most of the Trusts’ nominated directors. Srinivasan and he were the two nominees, he said, and if either voted ‘no’, the board could not decide on the matter—a stance that found support in Justice Chandrachud’s legal opinion.
Manwani brought up the new situation created by the RBI’s order. Chandrasekaran was the best man to lead the group for a listing, he said, and wanted to wrap up the discussion quickly, according to the second executive.
The ambush
As the chairman of Tata Sons’ Nomination and Remuneration Committee, Manwani is responsible for planning succession and board appointments. Noel had discussed the Tata Sons chairman succession with him last year and again this year. The first time, in January 2025, Manwani had agreed with Noel’s advice to begin working on a succession plan. But in February this year, according to the two executives above, he said he didn’t have time to work on a succession plan.
At the 17 September board meeting, acting more assertively than usual, Manwani noted that a selection committee had not yet been constituted to find Chandrasekaran’s successor, adding that the group needed stable leadership and that the board should vote on the chairmanship.
Manwani then asked the five board members present how many of them supported another five-year term for Chandrasekaran. Four directors raised their hands in support. Noel was the only one who did not.
Noel then presented Justice Chandrachud’s legal opinion on the rules for appointing and reappointing the Tata Sons’ chair.
The rest of the board members did not consider Chandrachud’s opinion. Instead, they had asked another lawyer, Sudipta Sarkar, for this opinion. Sarkar’s view was that Manwani’s vote could override the Trustees’ split votes and break the deadlock.
Suprakash Mukhopadhyay, Tata Sons’ group company secretary, was asked to check whether the process to reappoint the chairman as per the AoA aligned with Sarkar’s opinion. “Okay, I’ll get back to you in half an hour,” Mukhopadhyay reportedly said, according to the first executive above.
Noel then repeatedly mentioned that Chandrasekaran’s reappointment on 11 February 2022 for a second five-year term was made under Article 118.
Mukhopadhyay disputed this. But nobody in the room was willing to check the minutes or records of that board meeting.
Noel again made two submissions.
One, seek another legal view as there was “divergence” in Justice Chandrachud’s and Sarkar’s views.
The board agreed.
Two, shareholders would first need to approve Chandrasekaran’s reappointment as a director at a validly constituted annual general meeting.
Again, the board agreed.
According to Noel’s 18 September letter to Mukhopadhyay, the board members had agreed to record in the minutes of the meeting that until both conditions were met Tata Sons would not declare the outcome of the discussions.
After the board meeting ended on 17 September, a little after 1:30 pm, Noel came down from the fourth floor. His executives thought he was taking a lunch break and would return upstairs. But Noel left Bombay House believing no decisions had been made as the legal opinions still needed confirmation.
“The contention,” said a Tata Trusts spokesperson, “is correct and is confirmed”, when asked whether Noel had stated in his board discussions on 17 September that all discussions and the vote on the chairman’s reappointment were subject to two terms.
The first condition Tata Sons’ board agreed to was to obtain a legal opinion answering three questions: whether Article 118 applies to the chairman’s reappointment, whether the decision could be approved even though Noel opposed it, and whether the chairman’s deciding vote could break a tie. The second condition the Tata Sons board agreed to was that shareholders would need to approve Chandrasekaran’s reappointment as director at a properly held annual general meeting.
“Mr Tata has formally communicated this to the Company Secretary, Tata Sons,” said the Tata Trusts spokesperson.
Tata Sons did not reply to Mint’s queries till the time of publishing.
The email
A little after 2:20 pm, Mukhopadhyay, who has worked closely with Chandrasekaran for over two decades and records board discussions, emailed all six directors stating that the process to reappoint the Tata Sons chair aligned with Sarkar’s opinion. He also shared a one-page statement that Tata Sons released to the press at the same time.
That was how Noel, who was at his home in Cuffe Parade, about 20 minutes from Bombay House, found that Tata Sons had reappointed Chandrasekaran as the chair for another five years.
Soon, Tata Sons sent a formal press release.
“At the meeting of the Board on September 17, 2026, Chandra acceded to the Board's request to reconsider his decision. The Board thereafter resolved by a majority vote to re-appoint him as Executive Chairman for a further term of five years upon the expiry of his current tenure,” read the statement.
Listing flipflop
The board’s decision on the RBI order, as mentioned in the statement, left more questions than answers. It was vague, saying the board had “resolved to initiate steps to comply with the applicable RBI Guidelines and will seek guidance from RBI, Tata Trusts and other stakeholders on applicable compliance requirements”.
But according to the second executive, the board meeting never explicitly discussed Tata Sons’ listing. Both Chandrasekaran and Manwani, the executive said, argued for compliance and repeatedly mentioned that Tata Sons would follow the rules.
“That means we are accepting the order?” Noel asked the board members at one point, according to this account. He wanted an explanation, a review of every option, and more detailed discussions with the regulator.
Following Tata Sons’ statement, the media, already briefed by company spokespeople, reported that the Tata group holding company had agreed to list its shares. Some of the listed Tata stocks surged. The following day, though, on 18 September, the feud wiped out ₹52,154 crore in market value from the group’s listed companies.
“In possibly a first, a set of directors have taken decisions that are not supported by the company’s controlling shareholder. These choices run counter to the intent of Tata Sons’ Articles of Association and contravene the Group’s stated policies,” Institutional Investor Advisory Services (IiAS), a proxy advisory firm, wrote in a note on 18 September. “Irrespective of the merits and legality of these decisions, they change the structure of a 100+ year old group—all this in a few hours and in one board meeting. It is unclear how the board expects these decisions to survive a shareholder vote.”
“Illegal”, “failed resolution”
Back at the Tata Trusts office, Noel appeared calm as he described to his team, including the two executives above, his version of what had transpired during the board meeting that day. He took time to thank his team for their efforts and recognised what they had been through.
Then, for the first time, his usually quiet media team took a more active approach. They issued five press statements late into the night. The statements detailed Noel’s submissions on his rationale for opposing Chandrasekaran’s reappointment and questioned the Tata Sons board’s decision to reappoint him, calling it “illegal”. A seven-page statement explained how Tata Trusts wanted Tata Sons management to engage with the RBI.
On Sunday, Tata Trusts issued a sixth statement rejecting the contention that an independent director’s deciding vote could secure Chandrasekaran’s reappointment, saying the resolution had failed the moment one of the Trusts’ two nominee directors voted against it.
The Trusts has also appointed senior advocate Abhishek Manu Singhvi to represent it in the dispute with the Tata Sons board. On the other side of the dispute, former solicitor general of India Harish Salve, who is advising Chandrasekaran, has described Tata Sons’ position as “legally perfect”.
The conflict has begun. Whether it will end in favour of Tata Trusts, as it did during Ratan Tata’s early fight with Tata group satraps and later against the late Cyrus Mistry, only time will tell.