The Tata Trusts requested a legal opinion after a board resolution to reappoint N Chandrasekaran as executive chairman was contested. The meeting recorded a split vote among nominee directors: Trusts chairman Noel Tata voted against, while vice‑chairman Venu Srinivasan voted for. Deadlock was broken only when independent director Harish Manwani, chair of the meeting, exercised a casting vote.
In his analysis, former Chief Justice DY Chandrachud referred to the Articles of Association and the special voting rights conferred on nominee directors. He argued that a majority of nominee directors must independently approve any such appointment, separate from the chairperson's casting vote.
Chandrachud pointed out that the casting vote is meant to resolve a tie among the entire board, not between two specific directors. Therefore, with only one of the two nominee directors voting in favor, the majority requirement was not met.
The legal opinion therefore declares the resolution invalid, effectively blocking Chandrasekaran's reappointment until the Trusts secure majority support. The ruling may prompt Tata Sons to revisit its board composition and governance procedures.