Tata Sons vs Tata Trusts: A boardroom dispute over N Chandrasekaran’s reappointment is now threatening to become a legal battle. (Image: Google)
Mumbai: The Tata Group’s internal power struggle is entering a new phase, with Tata Trusts and Tata Sons preparing legal teams as a dispute over N Chandrasekaran’s reappointment raises questions about board powers, nominee-director rights and the group’s future structure. The long-running tussle between Tata Trusts and Tata Sons appears to be moving closer to a legal confrontation. According to a Bloomberg report, both sides have brought in prominent law firms and senior advocates as the disagreement over N Chandrasekaran’s reappointment as executive chairman of Tata Sons threatens to spill into the courts.
The immediate flashpoint is a September 17 board meeting at which Chandrasekaran was reappointed for another five-year term. Tata Trusts subsequently questioned the validity of the decision, arguing that the procedure followed by the board did not satisfy provisions contained in Tata Sons’ Articles of Association. The disagreement could therefore become a major test of how those provisions particularly those concerning Tata Trusts' nominee directors should be interpreted.
Chandrasekaran's reappointment was approved at the September 17 board meeting, but Tata Trusts later disputed the validity of the resolution. Tata Trusts, which holds roughly 66% of Tata Sons, said in a September 20 statement that the resolution had not been validly passed and therefore had “no legal effect.” At the heart of its argument is the voting requirement applicable to directors nominated by the Trusts. There are two Tata Trusts-nominated directors on the board. Noel Tata voted against Chandrasekaran's reappointment, while Venu Srinivasan supported it.
The Trusts' position is that both nominee directors needed to support the resolution. Its interpretation is that with two nominees, a majority among them would require both to vote in favour. The Trusts has also questioned whether the chairman could use a casting vote to resolve the impasse.
The dispute involves more than the number of directors who supported Chandrasekaran. Tata Trusts argues that the chairman's casting vote can operate when there is an overall equality of votes on the board, but cannot replace a separate affirmative-vote requirement involving Trust-nominated directors.
On that interpretation, the Trusts has characterised the September 17 resolution as “void ab initio”, a legal expression meaning invalid from the beginning. That, however, remains the Trusts' position. Whether the board resolution is legally valid will ultimately depend on the interpretation of the Articles of Association and if necessary a decision through the appropriate legal process.
Bloomberg reported that Cyril Amarchand Mangaldas has been advising Noel Tata and Tata Trusts for more than a year. Managing partner Cyril Shroff is reportedly handling the matter, with senior partner Indranil Deshmukh also involved. The Trusts' legal advisers reportedly include Bharat Vasani, who previously served as Tata Sons' group general counsel for more than 17 years.
Senior advocates Aspi Chinoy, Janak Dwarkadas, Abhishek Manu Singhvi and Mukul Rohatgi have also reportedly been retained by Tata Trusts and Noel Tata. Singhvi has already commented publicly on the dispute. In a post on X following Noel Tata's vote against Chandrasekaran's reappointment, he argued that shareholder-owner rights should not be overridden.
Who is representing Tata Sons and Chandrasekaran?
On the other side, Tata Sons and Chandrasekaran are reportedly being advised by Shuva Mandal and Anagram Partners, according to Bloomberg. Mandal previously served as Tata Sons' group general counsel and was also a partner at AZB & Partners. His earlier involvement with Tata Sons is notable because he was reportedly among the legal advisers involved when the company removed Cyrus Mistry as chairman in 2016.
He subsequently joined Tata Sons as general counsel and was involved in the group's legal proceedings connected to the Mistry dispute, which concluded with a Supreme Court judgment in Tata Sons' favour in 2021. Bloomberg also reported that senior advocate Harish Salve is advising Tata Sons and Chandrasekaran, while senior advocate Ravi Kadam has been retained by Tata Sons.
The legal battle has not remained entirely behind closed doors. Harish Salve has publicly discussed the question of Tata Sons' ownership and corporate structure, including arguments favouring Tata Sons becoming a public company. Singhvi, representing Tata Trusts, has taken a different position, highlighting the importance of the rights attached to the Trusts' ownership and nominee-director arrangements. This public exchange offers an early indication of some of the arguments that could become important if the dispute reaches court.
Tata Trusts has also invoked the earlier litigation involving Cyrus Mistry. In its September 20 statement, the Trusts pointed to Tata Sons' earlier defence of the rights of Trust-nominated directors during the Mistry litigation. The Trusts' argument is essentially that Tata Sons previously defended those rights in court and should not now take an inconsistent position when those provisions are relevant to the current dispute.
How a court would interpret that argument, however, would depend on the precise provisions involved and the legal issues before it. Tata Sons' listing debate adds another layer. The dispute over Chandrasekaran's reappointment is unfolding alongside another major disagreement: whether Tata Sons should remain unlisted or move towards a public listing. Tata Trusts has opposed listing and reiterated that position following the Reserve Bank of India's (RBI) decision concerning Tata Sons' application to voluntarily surrender its registration as an NBFC. After the RBI communication, Tata Trusts said the board should examine “all available options, and not listing alone.”
The Trusts has also pointed to an earlier Tata Sons board decision from March 2024 to remain unlisted, along with resolutions passed by the Sir Dorabji Tata Trust and Sir Ratan Tata Trust supporting that position in July 2025. Noel Tata has separately argued that the RBI communication does not necessarily mean that listing is the sole available route.
The disagreement is no longer simply about whether Chandrasekaran will serve another five-year term. At issue are broader questions surrounding corporate governance, the authority of Tata Trusts' nominee directors, interpretation of Tata Sons' Articles of Association and the future structure of Tata Sons.
A legal proceeding could potentially take time and create uncertainty around decisions requiring coordination between Tata Sons and Tata Trusts. For now, there is no court ruling determining whether Chandrasekaran's September 17 reappointment is legally valid.
What is clear is that both sides appear to be preparing for the possibility of a significant legal dispute — one that could become another defining chapter in the complicated relationship between Tata Trusts and Tata Sons.
