'RBI letter does not mention listing': Noel Tata seeks full briefing on Tata Sons-RBI talks

Tata Trusts chairman Noel Tata has sought a full briefing from the Tata Sons board on what transpired between the company and the Reserve Bank of India over the past two-and-a-half years. He also pointed out that the RBI’s communication does not mention listing.

Noel Tata made the remarks at the Tata Sons board meeting on Thursday, where the board also reappointed N Chandrasekaran for another five-year term. Noel Tata voted against the proposal to reappoint Chandrasekaran.

In his statement to the board, the Tata Trusts chairman referred to the RBI communication dated September 11, 2026. Tata Sons had applied in March 2024 to voluntarily surrender its certificate of registration after the board unanimously approved the move.

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Noel Tata said the RBI communication records that Tata Sons' request to surrender its certificate of registration cannot be accepted. It advises the company to take necessary steps to ensure immediate compliance with the rules applicable to a non-banking financial company in the Upper Layer.

"It does not mention listing," Noel Tata said, adding that the communication also prescribes no particular step and does not say that Tata Sons is in breach.

"The communication of 11 September 2026 declines an application for voluntary surrender of registration. On my reading, it does not say that listing is the only option. Considerable room remains, and this Board should occupy that room rather than concede it," he added.

The Tata Trusts chairman said the board had not yet formed a view on the legal effect of the RBI's communication, what it requires the company to do and by when.

Noel Tata said the board should first be briefed on what passed between Tata Sons and the RBI over the past two and a half years. That should include the submissions made, responses received, options explored, and the options still available, he said.

The board should then take considered legal advice before deciding how the company should respond, Noel Tata said. "It is necessary to take these steps immediately, and we should begin at once," he said.

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Tata Sons' regulatory history

Noel Tata said his statement was directed at a process and not at any individual or the regulator. He also said the House of Tatas and Tata Sons had consistently gone "above and beyond" in complying with the law.

When Tata Sons was restricted from accessing bank funding, it repaid those borrowings, he said. When a debt-free profile became necessary, it repaid borrowings and prematurely redeemed preference shares.

After core investment company rules were tightened, Tata Sons divested holdings outside the group, he said. "At no stage has the Company sought to place itself beyond the reach of regulation," Noel Tata said. "It has sought only to preserve a structure that existed for over one hundred years."

Noel Tata said Tata Sons is not a holding company in the ordinary sense. About 66% of its equity is held by the Tata Trusts, with dividends from operating companies flowing through the trusts into the public charity.

"The commercial enterprise and the philanthropy are not adjacent to one another; they are one structure seen from two ends," he said.

He said the structure had allowed Tata Sons to take decisions that a purely commercial calculation may not have supported.

He cited Sir Dorabji Tata pledging his personal assets to preserve Tata Steel, Tata Sons' infusion of funds to protect depositors and creditors after unauthorised diversions were discovered at Tata Finance in 2001, and its decision to settle Tata Teleservices' liabilities running into tens of thousands of crores of rupees.

Noel Tata said these decisions were possible because of Tata Sons' shareholder structure and spared the Indian financial system substantial write-offs. "The Tata Group was conceived as national service carried on through business and has been so conducted for more than hundred years and the structure of its ownership is what has allowed it to remain so."