Tata share transfer case: Inquiry closed, Charity Commissioner finds sale followed due process

Tata share transfer case: The Maharashtra Charity Commissioner has closed the inquiry into the 1989 transfer of 833 Tata Sons shares by Navajbai Ratan Tata Trust (NRTT) to Naval H Tata, holding that the transaction was carried out in full compliance with the law applicable at the time.

In an order dated September 2, State Charity Commissioner Amogh S Kaloti said NRTT had established that the transfer was necessitated by tax considerations, supported by proper documentation and valuation, and legally compliant, as mentioned in a report in The Economic Times. The decision effectively closes a dispute over the share transfer that dates back more than three decades.

The order said NRTT had established five key elements: the tax-driven necessity for the sale, proper documentation, established valuation and profit for the Trust, restrictions keeping the shares within the family, and compliance with the law, according to the report.

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The transaction had resurfaced in recent months amid a fight for control among stakeholders in the Tata group and was seen by complainants as an attempt to challenge Tata Trusts chairman Noel Tata, who had inherited the shares.

As per the report, the Charity Commissioner found that the decision to sell the shares was neither sudden nor arbitrary. NRTT had begun considering a sale as early as 1984 after an Income Tax Act amendment threatened the tax-exempt status of charitable trusts holding securities outside prescribed investments.

The Central Board of Direct Taxes (CBDT) later declined to recognise NRTT as a national trust in November 1988, exposing the Trust to tax liabilities on its Tata Sons shares. The Commissioner said the need to dispose of the shares to avoid the tax liability and preserve the Trust's corpus was therefore well founded, as per the report.

Naval Tata had resigned as an NRTT trustee with effect from January 1, 1988, with the change formally reported and accepted in February 1990. Eminent lawyer Nani A Palkhivala subsequently advised that there was no legal bar on Naval Tata purchasing the shares as he was no longer a trustee.

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The 833 shares were valued at ₹1,914 each based on the valuation used for wealth-tax purposes. Naval Tata purchased them for a total consideration of ₹15.94 lakh, with the Trust recording a profit of ₹8.15 lakh. The transfer was completed on January 18, 1989, after Tata Sons' board approval and with the required documentation.

However, the order leaves open the possibility of a challenge concerning Ratan Tata's will if his shares were bequeathed to charitable institutions in violation of conditions attached to the original transfer.

The Charity Commissioner also criticised NRTT trustee Vijay Singh's conduct, calling it unbecoming after he first approved the legality of the transaction and then sought an independent inquiry into it two days later.