एक मत, दो पठन: टाटा के बोर्ड में 2021 सुप्रीम कोर्ट निर्णय के बाद चंद्रसेकरन की पुनः नियुक्ति पर विवाद

One vote, two readings: The 2021 Supreme Court ruling at the heart of Tata’s latest boardroom battle

A casting vote reappointed Chandrasekaran as Tata Sons chairman. The Trusts chairperson calls it invalid. Tata Sons disagrees.

The latest Tata Sons boardroom battle over N Chandrasekaran’s reappointment has revived legal questions that were examined in detail by the Supreme Court five years ago in the Cyrus Mistry case, particularly the interplay between Articles 104B, 118 and 121 of the company’s Articles of Association (AoA).

Tata Trusts chairperson Noel Tata has assailed the September 17 resolution reappointing Chandrasekaran for another five years, arguing that the board used a different constitutional route from the one followed when Chandrasekaran was reappointed in 2022. The Trusts contend that the affirmative support of a majority of their nominee directors was a condition for a valid resolution and that a chairman’s casting vote could not overcome the failure to meet that condition.

Tata Sons, on the other hand, has relied on a different reading of the Articles, including the provision for a casting vote in case of equality of votes. Legal opinions obtained by the two sides have also taken divergent views on whether Article 118 applies to the reappointment of an incumbent chairman and on the operation of the casting vote.

The legal significance of the Supreme Court's 2021 judgment in Tata Consultancy Services Ltd vs Cyrus Investments Pvt Ltd lies in the fact that the court expressly examined the validity and scope of the special rights conferred on the Trust-nominated directors. But the judgment needs to be read for what it actually decided, -- and not as a ruling on the current dispute now before the Tata Sons board.

Also read: Ratan Tata had doubts about Cyrus Mistry's leadership, reveals new book

Article 118 and the chairman’s office

Article 118 deals specifically with the appointment of the chairman. In the form considered by the Supreme Court, it provided for a selection committee to recommend a person for appointment as chairman, with the board empowered to appoint the person so recommended “subject to Article 121”.

The Article also said that “the same process shall be followed for the removal of the incumbent Chairman”.

The Supreme Court’s interpretation of this language is particularly relevant to the current debate. It held that the reference to the “same process” for removal did not mean that a fresh selection committee had to be constituted to remove an incumbent chairman. “The necessity for taking recourse to the affirmative voting right under Article 121 is what is meant by the expression ‘the same process’,” the three-judge bench had noted at the time.

The court therefore connected Article 118 with Article 121, rather than treating the selection committee procedure as applicable in the same manner to the removal of an incumbent chairman.

That distinction matters in the current controversy because the 2021 case was about the removal of then chairperson Cyrus Mistry, whereas the present dispute concerns the reappointment of an incumbent chairman. The judgment did not have to decide whether a reappointment of the same incumbent necessarily has to proceed under Article 118, nor did it decide whether the 2022 renewal of Chandrasekaran’s term was correctly routed through that provision.

That leaves room for the opposing interpretations.

The Trusts chairperson Noel Tata’s position is that Article 118 is the operative constitutional provision for the chairmanship and that the 2022 board minutes themselves recorded Chandrasekaran’s reappointment under Article 118.

Tata Sons has obtained legal advice taking the contrary view that Article 118 concerns the appointment of a new chairman and does not govern renewal of the term of an incumbent. That dispute is one of the questions that will have to be resolved by interpreting the present Articles and the facts surrounding the 2022 and 2026 resolutions.

Also read: Tata Sons board resolution on Chandrasekaran reappointment invalid, says Tata Trusts

Article 121 and Trust nominees at the heart of dispute

The 2021 judgment examined the special voting architecture created by Articles 104B and 121 in some detail.

Article 104B gave the two Tata Trusts, acting jointly and subject to their shareholding meeting the stipulated threshold, the right to nominate one-third of the directors. Article 121, in turn, required an affirmative vote of the majority of directors appointed under Article 104B for matters otherwise requiring a majority decision of the board.

The Supreme Court rejected the challenge to this arrangement.

It described the affirmative voting right as “only a limited right” and said Article 121

- ABOUT THE AUTHORUtkarsh AnandUtkarsh Anand is the National Legal Editor at Hindustan Times, where he leads the newspaper's coverage of the Supreme Court, constitutional law, the judiciary and the Union law ministry. He joined Hindustan Times in 2020 after stints at Press Trust of India (PTI), The Indian Express and CNN-News18, and has over two decades of experience reporting on law, governance and public policy. His work has focussed on some of India's most consequential constitutional and legal developments, including the Supreme Court's judgments on Article 370, marriage equality, decriminalisation of homosexuality, the Babri Masjid dispute, electoral reforms and judicial appointments. He specialises in making complex legal proceedings and judgments accessible to readers while examining their wider social and political impact. Beyond daily reportage, Utkarsh has led investigative projects and enterprise reporting that have shaped public debate and prompted institutional responses. His work has received several journalism awards, including the Ramnath Goenka Excellence in Journalism Award. As National Legal Editor, he has also played a key role in expanding Hindustan Times' legal journalism footprint, mentoring reporters and strengthening coverage across platforms. A Chevening South Asia Journalism Programme Fellow, Utkarsh regularly writes analyses on the judiciary and constitutional issues, and his reporting is widely followed by lawyers, judges, policymakers, academics and readers seeking clarity on India's evolving legal landscape.Read More

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