A casting vote by the most tenured independent director at Tata Sons helped N. Chandrasekaran secure a third, five-year term as Tata Sons chairman at the group’s board meeting on Thursday.
Under Section 121 of Tata Sons’ rules, a majority vote of the Tata Trustees’ nominees was needed to appoint or reappoint Chandrasekaran. Since Tata Trusts chair Noel N. Tata voted against the reappointment at the four-hour meeting and Venu Srinivasan, the second Tata Trustees’ nominee, voted in favour, the vote ended in a tie.
Besides Chandrasekaran, Noel and Srinivasan, the board includes group chief financial officer Saurabh Agrawal and independent directors Harish Manwani and Anita Marangoly George.
While Agrawal and George also voted in favour, Tata Sons’ Nomination and Remuneration Committee (NRC) chair Manwani cast the deciding vote, breaking the tie and bringing the final vote to 4-1, according to an executive familiar with the events. His vote helped resolve the deadlock over the special powers granted to Tata Trusts, which owns 65.9% of Tata Sons.
Since Chandrasekaran had a personal interest, he stepped aside from the decision process on this important resolution, according to the executive.
Srinivasan is the oldest Tata Sons board member, having joined the board in August 2016. Chandrasekaran took over as the chair of Tata Sons in February 2017, followed by Agrawal, who was inducted in May of that year. Manwani joined in May 2018, followed by Anita George as an independent director in 2022. Noel joined in November 2024.
However, according to a legal opinion by former of India D.Y. Chandrachud, submitted by Noel Tata to the Tata Sons board, Manwani’s vote can break a deadlock but cannot replace the required majority of nominee directors.
“There is a reason why chairmanhas called this reappointment of Tata Sons chairman illegal, and it is because this process goes against the stated rules in Tata Sons’ AoA (articles of association),” said the executive on the condition of anonymity.
Succession planning
Manwani, a former chief operating officer of Unilever Plc, joined the Tata Sons board in May 2018 for a three-year period. He was subsequently reappointed for a second, three-year term in May 2021, followed by a third, three-year term in May 2024. His current stint with Tata Sons would end in May 2027.
Noel, who took over as chair of in October 2024 after the demise of his half-brother Ratan Tata, first enquired about succession planning with Manwani in January 2025, Mint reported on 13 August. Manwani “responded positively” to Noel Tata, acknowledging that the NRC, which oversees leadership appointments, performance evaluations, and compensation policies, would look into it, according to three executives privy to the development.
In February 2026, Noel Tata again asked the NRC chair about whether the group had made any progress on succession planning. Manwani offered no clear answer, according to the executive.
Tata Trusts has special rights over how Tata Sons operates, such as the right to choose a new chairman and to approve changes to the company’s finances that a possible initial public offering would cause.
However, growing disagreements between the Trusts’ nominees on the Tata Sons board, including Venu Srinivasan and Noel, have made the charitable groups “anxious” that their special powers might be challenged.
The legal tangle
For this reason, sometime in 2026, Tata Trusts asked former CJI Chandrachud for a legal opinion on the exact rights of its nominees to appoint and reappoint the chairman.
“Given that one of the two nominee directors has not voted in favour of the resolution, the requirement that a majority of nominee directors support the resolution has not been satisfied in the second scenario. The resolution in the second scenario is invalid…Irrespective of the chairperson’s casting vote resolving the deadlock between the nominee directors, the affirmative vote of a majority of the nominee directors was not secured,” Chandrachud wrote in his legal opinion, as submitted by Noel to the Tata Sons’ board on Thursday.
However, according to the press release shared by Tata Trusts, Tata Sons did not consider this legal opinion.
“The decision is for Tata Trustees, and they will take the appropriate step,” said the executive when asked whether Tata Trusts would legally contest the decisions, including the reappointment of Tata Sons chair and taking Tata Sons public.