Tata Sons refuses Noel Tata’s board recording request; chair appointments trigger fresh group-level differences

Tata Sons has rejected Tata Trusts chairman Noel Tata’s request for the audio-video recording of its September 17 board meeting, at which N Chandrasekaran was reappointed chairman for a second five-year term, PTI reported. The development comes amid reported differences between Noel Tata and the holding company over leadership appointments at several Tata group companies.

In a letter dated November 9, Tata Sons company secretary Suprakash Mukhopadhyay said the company was not required to retain or share recordings of in-person board meetings, including with its directors.

The company said recording of board proceedings is mandatory only when one or more directors attend a meeting virtually. For in-person meetings, recordings are used to assist the company secretary in preparing the minutes and are not required to be retained or shared, PTI reported.

Tata Sons also said the draft minutes of the September 17 meeting were uploaded on its board application on October 1. Noel submitted his comments on October 8, following which the company incorporated the changes it considered necessary. The amended minutes will be placed before the board for confirmation at its next meeting.

At the September 17 meeting, Noel was the only director to vote against Chandrasekaran’s reappointment. The meeting had also seen differences over the proposed listing of Tata Sons, with Noel questioning the company's approach. Chandrasekaran maintained that Tata Sons would have to comply with applicable regulatory requirements.

Noel had also raised concerns over the performance of some of the group's businesses, including its digital ventures, Air India and electronics operations.

Separately, The Economic Times reported that Tata Sons was concerned over appointments made at some group companies without prior approval from the holding company. The appointments include Bahram Vakil as chairman of Trent and Tata Investment Corporation, Sunil D’Souza at Voltas and TV Narendran at Tata International.

The appointments followed Noel’s retirement as chairman of these companies on November 11, after he turned 70. The respective company boards announced the new chairpersons, with the appointments taking effect from November 12.

According to the report, people close to Tata Sons said seeking the holding company’s approval for such appointments had been a longstanding practice within the group. However, people close to Noel reportedly said his retirement plans had been communicated in advance and questioned why succession discussions had not been initiated earlier.

The report also cited legal experts as saying that the Companies Act does not generally require a holding company’s approval for the appointment of a chairperson. Such approval would be necessary if the company’s Articles of Association specifically provide for it.

Noel is chairman of Tata Trusts, which holds a majority stake in Tata Sons, the principal holding company of the Tata group.