In combative Tata Trusts letter, Noel, other trustees call out vice-chairmen Venu Srinivasan, Vijay Singh - The Indian Express

The Tata Trusts’ internal battle has turned into an extraordinary public confrontation, with four trustees of the Sir Dorabji Tata Trust (SDTT) launching a blistering attack on vice-chairmen Venu Srinivasan and Vijay Singh, accusing them of abandoning collective decisions, airing their personal views in the media and allegedly breaching their fiduciary duties.

In an unusually combative letter, the Chairman Noel Tata and trustees Darius Khambata, Neville N Tata and Bhaskar Bhat have questioned the credibility of Srinivasan and Singh’s opposition to the Trusts’ stand on Tata Sons. The four trustees effectively tell the two vice-chairmen: you cannot first participate in unanimous decisions to keep Tata Sons unlisted and then suddenly champion listing without taking the matter back to the Trusts.

Their accusation is summed up in one particularly caustic phrase. The trustees referred to the two men’s changed position in April 2026 as their “epiphanies”, saying they suddenly decided that listing was good for Tata Sons and its minority shareholders. Singh and Srinivasan had last week questioned Tata Trusts for sending Tata Sons reorganisation proposal without consulting them.

More damagingly, they alleged that the two trustees did not raise their changed position at any of the three SDTT meetings held after April.

“You chose not to raise your changed view for collective deliberation with your co-trustees,” the trustees said, arguing that the conduct “undermined the Trusts’ resolutions, as also the pending application made by Tata Sons to the RBI” and amounted to “a breach of your fiduciary duties”.

The letter makes clear that the four trustees are not prepared to treat the dispute as merely a difference of opinion. They are questioning whether Srinivasan and Singh acted consistently with their responsibilities as trustees.

The issue is rooted in a series of unanimous decisions taken by the Trusts and Tata Sons over the past two years. In March 2024, the Tata Sons board, with Srinivasan and Singh then serving as Tata Trust-nominated directors, unanimously decided that Tata Sons should remain unlisted. Tata Sons subsequently repaid borrowings and redeemed preference shares aggregating about Rs 20,000 crore and applied to the RBI to surrender its registration.

On May 28, 2025, SDTT and Sir Ratan Tata Trust, with the participation of both Srinivasan and Singh, unanimously authorised the Tata Sons chairman to explore every available route to preserve its unlisted status, including discussions with the Shapoorji Pallonji group.

Two months later, on July 28, the two trusts again unanimously resolved that Tata Sons should remain unlisted and engage with the RBI to achieve that objective.

The four trustees now ask a pointed question: What happened to those decisions?

“Those resolutions have not been rescinded,” they said. Nor does the record show that either Srinivasan or Singh asked the trustees to reconsider them or proposed that the Trusts should now support listing, they said.

The trustees’ attack becomes even sharper when they turn to the Charity Commissioner proceedings initiated by Srinivasan and Singh.

They accused the two of adopting a contradictory position — demanding collective deliberation while simultaneously approaching the Charity Commissioner to prevent the trust from meeting.

The trustees said that both men filed complaints on September 25 seeking, among other things, directions preventing SDTT from convening meetings or acting through circular resolutions. They also sought restrictions concerning the Trust chairman’s participation in Tata Sons matters and asked that the composition of the SDTT board be frozen.

The response is scathing.“We find it difficult… to reconcile the concern expressed in your letter, that SDTT should act only after deliberation at meetings of its trustees,” the four trustees said, with the fact that the two had already asked the regulator “to prevent the trustees from meeting at all”.

They said they would nevertheless hope that, “given the refreshing spirit of your letter, both complaints will now be withdrawn”.

The letter also takes direct aim at Srinivasan’s conduct as a Tata Sons director.

According to the trustees, SDTT had passed a circular resolution on September 16 asking Srinivasan not to participate in or vote on any item concerning the listing of Tata Sons. Srinivasan declined, maintaining that the Trust could not dictate how he exercised his judgment as a director.

The trustees then accuse him of ignoring an earlier SDTT decision concerning the appointment of a new Tata Sons chairman.

On August 13, they said, SDTT had resolved to initiate the constitution of a Selection Committee under Article 118 of Tata Sons’ Articles of Association. Yet at the September 17 board meeting, Srinivasan voted for the reappointment of N Chandrasekaran as chairman, despite the absence of a recommendation from the Selection Committee and against the vote of the Trust chairman.

The four trustees said this effectively neutralised the affirmative rights granted to Tata Trust-nominated directors under Articles 118 and 121.

The broader battle, however, is over Tata Sons’ future. The Trusts insist that the September 28 proposal was not an attempt to override the Tata Sons board. Rather, they said it was a response to a request made by the board itself after the RBI rejected Tata Sons’ application to surrender its registration.

The Trusts argued that the RBI did not order Tata Sons to list. It rejected the application to surrender registration but did not prescribe listing as the only solution. Therefore, they contend, the priority should be to find another lawful route that would allow Tata Sons to remain unlisted.

The four trustees also rejected the charge that protecting the unlisted structure threatens the charitable character of the Trusts. Tata Sons, they said, is the principal asset of the Trusts and generates income used to pursue their charitable objectives.

“The trustees are bound to protect that asset,” they said. “Doing so is the stewardship of trust property, not the carrying on of a business.”

The letter ends with a clear challenge to Srinivasan and Singh: if they genuinely want to protect Tata Sons, they should come forward with a better alternative to listing.

“If indeed you have anything constructive to offer, we would welcome your considered suggestions on means to avoid listing that are better than set out in the Letter.”

That challenge captures the extraordinary nature of the Tata Trusts’ internal battle. The dispute is no longer a quiet disagreement over corporate strategy. It has become a direct contest over fiduciary duty, institutional authority and who gets to speak for the Trusts.

For the Tata Group, whose governance model has long been built around trusteeship and institutional continuity, the spectacle of trustees publicly accusing other trustees of abandoning collective decisions is deeply unsettling.

The question now is not merely whether Tata Sons will remain unlisted. It is whether the Tata Trusts can resolve a bitter internal battle over who has the authority to decide its future — and whose fiduciary duty comes first.

George Mathew is an Associate Editor with The Indian Express, based in Mumbai. A veteran of financial journalism with nearly three decades of experience, he is one of the country’s most authoritative voices on banking, regulation, and the corporate sector. Expertise & Focus Areas Mathew’s reporting covers the nerve center of India’s economy. His specialized beats include: The Reserve Bank of India (RBI): He has tracked the central bank's policy evolution through the tenures of multiple Governors, offering deep insights into monetary policy, repo rates, and banking regulation. Banking & Insurance: Extensive coverage of public and private sector banks, non-performing assets (NPAs), and key legislative reforms like the Insurance Amendment Bills. Corporate Affairs: Mathew frequently breaks major stories related to India's largest conglomerates, with a specific focus on the Tata Group, documenting boardroom shifts and strategic decisions. Financial Markets: Reporting on the complexities of Foreign Portfolio Investors (FPIs), IPOs, and currency fluctuations. Authoritativeness & Insight With a career dating back to the late 1990s, Mathew possesses a rare institutional memory of India’s financial liberalization and market crises. His work is not limited to daily news; he frequently contributes to the "Explained" section, where he decodes complex financial legislations and market trends for a broader audience. His rigorous reporting has also been featured in scholarly platforms like the Economic and Political Weekly (EPW). Find all stories by George Mathew here ... Read More