Tata Sons AGM adjourned due to lack of quorum

MUMBAI: Lack of quorum led to the adjournment of a scheduled annual general meeting of Tata Sons, the holding company of the USD 180-billion conglomerate, on Tuesday, sources said.

The inability of Sir Ratan Tata Trust (SRTT) and Sir Dorabji Tata Trust (SDTT) to nominate a representative led to the lack of quorum and the adjournment of an AGM for the first time in over a century, sources said. SRTT and SDTT are two key philanthropic bodies within the wider Tata Trusts that collectively own over 51 per cent in the holding company.

SRTT is under instructions from the Maharashtra Charity Commissioner not to make any major decisions or hold a meeting, which has prevented it from nominating a representative for the AGM scheduled for 1430 hrs on Tuesday.

Despite the known challenges stemming from SRTT's difficulties, Tata Sons had not opted to reschedule or postpone the AGM on Tuesday. Even after adjournment, there was no clarity on when the company would have its next AGM.

It was supposed to be a key AGM as it was likely to discuss the directorship of N Chandrasekaran, the current Tata Sons chairman who has sought not to be considered for a reappointment when his term ends in February next.

The meeting was also supposed to consider and approve the standalone and consolidated financial statements of the company for the fiscal year ended March 31, 2026 and declare a dividend on ordinary company shares for the financial year 2025-26.

Chandrasekaran is likely to continue as a director until a legally valid AGM is held and people in the know were worried about an ordinary or routine shareholder meeting turning into a test of the governance mechanisms governing India's largest business group, with the Tata Trusts' internal regulatory dispute now directly affecting the functioning of its principal corporate holding company.

Among the directors, Chandrasekaran and Anita George arrived at Bombay House, the Tata Group's headquarters in South Mumbai, ahead of the AGM, while Tata Trusts' nominee director, Noel Tata, attended the meeting virtually.

In a statement opting out of reappointment made public on August 12, Chandrasekaran had said that one of the Tata Sons directors had been against his re-appointment and it was the lack of unanimity which led him to his decision which comes at a critical time for the group which has to invest for future businesses, make loss-making businesses like Air India and Tata Digital to black and also deal with uncertainty over RBI's mandate to go for a listing.

Chandrasekaran left Bombay House at 1630 hrs on Tuesday evening and chose not to speak to the waiting media.

SRTT and SDTT own 23.56 per cent and 27.98 per cent, respectively, in Tata Sons, while Tata Trusts' ownership is little under two-thirds.

Article 86 of Tata Sons' Articles of Association requires at least five members to be personally present at the AGM, including a representative jointly nominated by SRTT and SDTT, provided that the two trusts together hold at least 40 per cent of Tata Sons.

The Maharashtra Charities Commissioner had found that SRTT was flouting a recently introduced ruling on lifetime directorships which caps the number of lifetime directors at one-fourth of the overall strength.

Jimmy Naval Tata, Jehangir HC Jehangir, and Noel Naval Tata -- three of the six trustees on SRTT -- are lifetime or permanent ones, and experts had earlier opined that the best way forward for the AGM of Tata Sons to take place could be when the 'lifetime trustees' of SRTT relinquish their position and renominate themselves as trustees with fixed tenure to abide by the amended Section 30A(2) of the Maharashtra Public Trusts Act.

Earlier this week, Tata Trusts Vice-Chairman Vijay Singh stepped down as a trustee of SRTT, and has decided not to seek a renewal when his term expired on August 14.

In the immediate aftermath of Chandrasekaran's decision not to seek reappointment, Tata Trusts thanked him for his leadership and announced that a process to find his successor had begun.