Tata Trusts’ statement of 20 September challenges the validity of the 17 September resolution to reappoint N. Chandrasekaran as Tata Sons chairman. The Trusts, which hold approximately 66% of Tata Sons, argue that the company’s articles of association—the rules governing its internal decision-making—require affirmative support from a majority of their nominee directors as a separate condition for a board decision.

According to the statement, one of the two Trusts nominees voted against the resolution. The Trusts contend that both nominees therefore needed to support it for the additional approval condition to be met. They also argue that a chairman’s casting vote, used to break a tie in the board’s overall vote, cannot replace the required approval of their nominees.

The dispute concerns the interaction between an overall board majority and special approval rights written into the articles.
 

Source: Tata Trusts statement of 20 September