New Delhi: Noel Tata has escalated his challenge to N Chandrasekaran's reappointment as Executive Chairman of Tata Sons, alleging procedural lapses in the board decision and raising questions over potential conflict of interest.
In a letter dated to Tata Sons Company Secretary Suprakash Mukhopadhyay, Noel Tata has sought extensive records and disclosures within seven days, arguing that the reappointment resolution is void.
According to Noel Tata, the reappointment of Chandrasekaran for five years from February 21, 2027 was improperly introduced.
He said neither the original nor the revised board agenda identified a resolution on the Executive Chairman's reappointment with Item 7 described only as Debriefing from Nomination and Remuneration Committee (NRC).
The resolution was moved under that item even though the committee's agenda and minutes had not been circulated to directors, he added.
He also questioned the absence of a selection committee under Article 118 of Tata Sons' Articles of Association and said the affirmative vote required from directors appointed under Article 104B read with Article 121 was not obtained.
Noel Tata further objected to the company secretary certifying the resolution and filing it with the Registrar of Companies before board minutes were finalised.
He has demanded the original audio-video recording and transcript of the September 17 meeting, final minutes, individual voting records and audit trail of changes to board papers.
The second issue concerns Hanno One Warehousing -- a company whose directors include Chandrasekaran's wife and son.
Noel Tata questioned whether these commercial relationships were disclosed to Tata Sons before the reappointment was considered.
He also questioned the role of Venu Srinivasan -- TVS Motor's Chairman Emeritus and member of Tata Sons' NRC -- who participated in the September 3 deliberations and cast the Article 104B director's vote.
He said Srinivasan ought to have disclosed the dealings and recused himself.
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