The Tata Sons’ Articles of Association, and specifically Article 121, have been in the spotlight since the boardroom battle came to a head on September 17, pitting Tata Sons against Tata Trusts and Noel Tata.
The opinions were accessed by NDTV Profit. “I am of the opinion that every Director has two duties – one, his fiduciary duty to the company under the Companies Act and the other to the nominating entity. There is no doubt that the former duty must override the latter in case of a conflict.
Because the former duty is statutory and the latter is only contractual, that is. Responding to an email by Noel Tata questioning the legality of the resolution passed on September 17, Tata Sons shared the opinions of legal experts, including former Chief Justice of India UU Lalit and former Supreme Court Judge BN Srikrishna, who said the requirements under Article 121 were fulfilled during the vote on Chandrasekaran’s reappointment. Justice Srikrishna, who served on the Supreme Court between 2002 and 2006 and was the Chief Justice of the Kerala High Court before that, said, “In my opinion, what has been done is perfectly consonant with the letter and spirit of Article 121. In the circumstances, Venu Srinivasan rightly acted pursuant to the statutory fiduciary duty,” the former judge, who also led the commission of inquiry into the 1992-93 Bombay riots, added. READ | Tata Trusts vs Tata Sons: Why A Supreme Court’s 2021 Ruling In Cyrus Mistry Case Is Back In Focus
The proceedings before the Board were not intended to be deadlocked in any event, and that is why it is necessary to read this Article in a manner so as to ensure that the proceedings before the Board and the Querist’s business are taken forward and satisfactorily concluded.
