A disagreement over the leadership of Tata Sons has moved into the open, with the company’s board voting to reappoint N. Chandrasekaran as executive chairman even as Tata Trusts, its majority shareholder, said the resolution was illegal under the company’s Articles of Association.

At its September 17 meeting, the Tata Sons board approved Chandrasekaran’s reappointment for another five years after he agreed to reconsider an earlier decision not to seek another term. Tata Sons said the resolution was passed by a majority vote and that the board would now take steps to comply with applicable Reserve Bank of India guidelines.

Tata Trusts challenged the validity of that decision hours later. It said Noel Tata, chairman of Tata Trusts and one of its nominee directors on the Tata Sons board, voted against the proposal. Under its interpretation of the Articles of Association, a chairman’s appointment or reappointment requires the support of a majority of the Trusts’ nominee directors. It therefore described the board resolution as a “legal nullity”.

The dispute represents a sharp reversal from last year.

According to Tata Sons, Tata Trusts had unanimously resolved on July 28, 2025, to support Chandrasekaran’s reappointment for five years after his current tenure, citing his stewardship of the group since 2017. The Tata Sons board subsequently agreed in principle to the extension in September 2025.

Formal approval proved harder to secure. Tata Sons said the matter was deferred in February 2026 because unanimity was absent and remained unresolved after further discussions in May and June. On August 12, Chandrasekaran informed the board that he would not offer himself for reappointment when his term expires.

Tata Trusts says that decision should have ended the matter. It said Chandrasekaran’s decision was voluntarily made and publicly communicated, and that the Trusts formally accepted it the following day. The Trusts also asked Tata Sons to begin forming a selection committee to choose a successor in accordance with the Articles of Association.

Tata Sons, however, subsequently reopened the issue. Its Nomination and Remuneration Committee met on September 3 and unanimously asked Chandrasekaran to reconsider, citing his contribution and the wider interests of the Tata Group. Chandrasekaran accepted that request at Thursday’s board meeting, after which the board voted to reappoint him.

The central disagreement is now over whether the board had the authority to do so without the required support of Tata Trusts’ nominee directors.

Tata Trusts said the provisions governing the appointment of the Tata Sons chairman apply equally to a new appointment and a reappointment. It said the board could not validly approve the proposal after Noel Tata voted against it. Noel Tata also submitted to the board a legal opinion from former Chief Justice of India D.Y. Chandrachud supporting the Trusts’ position, according to its statement.

Tata Trusts said it remained committed to an orderly leadership transition and intended to proceed with the selection process for Chandrasekaran’s successor. Tata Sons, meanwhile, said it would seek guidance from the RBI, Tata Trusts and other stakeholders on the compliance requirements arising from the board’s decision.

The competing statements leave Tata Sons with a board-approved reappointment that its majority shareholder says has no legal validity, setting up a dispute over both the group’s succession and the interpretation of its governance rules.