To the outside world, the developments at the September 17 Tata Sons board meeting must have come as a rude shock, going by the numerous accounts of the three-hour-long spectacle at the storied Bombay House. However, the holding company Tata Sons and its largest shareholder Tata Trusts seem to have anticipated how the board meeting was likely to proceed that day. It is learnt that both sides were armed with their respective arguments on several facets of the Tata Sons Articles of Association (AoA), which are the internal legal rules that define the powers of the board and shareholders, as the six directors settled down in the fourth floor boardroom at Fort, Mumbai, around 10 in
the morning.
Tata Sons Chairman N Chandrasekaran, executive director and chief financial officer of the company Saurabh Agrawal, independent directors — Harish Manwani, former chief operating officer of Unilever, and Anita George, former senior director at World Bank — as well as the two nominee directors Noel Tata, Tata Trusts chairman, and Venu Srinivasan, chairman emeritus of TVS Motor, exchanged pleasantries before things took an unpleasant turn, according to a source.
While the war of words may have been unexpected, both Tata Sons and Tata Trusts had obtained legal opinions ahead of the board meeting on how the AoAs look at the veto powers of nominee directors, what happ-ens if the two nominee directors go against each other, role of the chairman’s casting vote in such a scenario and the relevance of a “meeting chairman” if the chairman of the board recuses himself. A source described it as a “preemptive measure’’.
Tata Sons went to the meeting with an opinion dated September 16, 2026, from Sudipto Sarkar, a barrister and senior advocate with extensive experience in corporate law, according to an executive who’s seen the communication. Tata Trusts got a legal opinion from Justice D Y Chandrachud, former chief justice of India. Justice Chandrachud’s opinion was obtained more than three months ago, it is learnt. While the exact date of Chandrachud’s advice could not be confirmed, a source said it came in May-June, 2026.
Noel Tata is learnt to have quoted from Justice Chandrachud’s opinion at the Tata Sons board meeting after he voted against the resolution of Chandrasekaran’s reappointment while Venu Srinivasan voted in its favour. The casting vote came from Harish Manwani, who chaired the meeting for this resolution as Chandrasekaran recused himself, yielding a verdict of 4:1 in
Chandrasekaran’s favour.
Affirmative voting rights in the AoA of a company are central to establishing control and safeguarding interests of the parties they are in favour of, according to Justice Chandrachud’s opinion shared at the Tata Sons board meet. A casting vote, he opined, cannot be used to create a majority where none exists under the governing provision, or to defeat a veto right held by a particular constituency of directors. Tata Trusts called the resolution null and void, quoting this opinion.
The opinion given by Sarkar to Tata Sons said casting vote can be invoked when there’s an equality of vote either amongst the nominee directors or the board as a whole after taking into account votes cast by all directors. He pointed out that if required, the chairman presiding over a meeting can be eligible for the casting vote. He reasoned that Article 121 mentions “chairman” and not “chairman of the board”.
Subsequently, Tata Sons is believed to have got legal opinion from at least two more senior lawyers — Justice B N Srikrishna, former Supreme Court judge, and Justice U U Lalit, former chief justice of India — who have defended the provision of casting vote in case of equality of votes as in the case on September 17. These opinions came a few days after the board meeting.