The listing of Tata Sons, the holding company of the Tata Group, has another layer of complexity to it now. Noel Tata, Chairman, Tata Trusts, is not in agreement with Venu Srinivasan, Chairman Emeritus, TVS Motor, and Vijay Singh, former Defence Secretary (both are also Vice-Chairmen, Tata Trusts), on the listing issue.
Tata Trusts controls over two-third of Tata Sons. Tata and Srinivasan are the trust’s nominees on the board of the Tata Group. One-third of the board is accounted for by the trusts. Tata and Srinivasan are the nominees, with a spate of developments in the recent past confirming the already fractious relationship. Media reports cited how Tata did not vote in favour of Srinivasan’s continuation as a trustee on the Tata Education and Development Trust (TEDT). Singh’s reappointment also did not go through.
A new set of rules in the Maharashtra Public Trusts (Amendment) Ordinance, 2025, has mandated that all appointments and reappointments have to be unanimous, unlike the earlier practice, which led to Srinivasan resigning from TEDT. This was preceded by his having to leave the board of Bai Hirabai Jamshetji Tata Navsari Charitable Institution, when his position was questioned by former Tata Trustee, Mehli Mistry, on the grounds of Srinivasan not belonging to the Zoroastrian faith and not permanently residing in Mumbai.
Reaching a flashpoint
Another critical issue was the reappointment of Srinivasan and Singh on boards of Sir Ratan Tata Trust and Sir Dorabji Trust, which hold over 51% of Tata Trusts.
The meeting for this was to be held on May 8, then deferred to May 16. Meanwhile, a complaint was filed by Katyayani Agarwal, an advocate, who said three of the six trustees at Sir Ratan Tata Trust are “permanent in nature”, in contravention of Section 30A (2) of the Maharashtra Public Trusts Act, 1950, which pegs the proportion at one-fourth.
Of the six trustees, three have a permanent position—Jimmy N Tata, Ratan Tata’s younger brother, Noel Tata and Jehangir H.C. Jehangir, Chairman of Pune's Jehangir Hospital. The other three—Srinivasan, Singh and senior advocate Darius Khambata—have a fixed tenure.
Agarwal sought the Charity Commissioner’s intervention on the matter. “The composition must change once the amendment is in effect,” Agarwal told BT, before making it clear that the complaint was, for the moment, restricted to Sir Ratan Tata Trust. A Tata Trusts statement issued late at night on May 15 (a day before the critical board meeting) expressed surprise that a complaint on the same issue was filed by Srinivasan. “Sir Ratan Tata Trust was not aware of any complaint having been filed by Mr Venu Srinivasan, trustee, until the receipt of directions from the Charity Commissioner today,” it said.
Srinivasan's and Singh's failure to secure reappointment at TEDT mirrors their failure to be reappointed to both the Sir Ratan Tata Trust and the Sir Dorabji Tata Trust. Since Srinivasan is a Tata Trust nominee on Tata Sons' board, the reappointment to the two trusts is critical to retain his position on the board.
Srinivasan joined the board of Tata Sons in August 2016. Two months later, he voted for Cyrus Mistry’s ouster as Tata Sons’ Chairman, and in three weeks, was made a trustee of Sir Dorabji Tata Trust. In late December 2018, Srinivasan and Singh were appointed Vice-Chairmen of all Tata Trusts. “If a trustee has an objection, the Charity Commissioner can order interim measures,” says Amit A Tungare, Managing Partner at Asahi Legal. For now, there is no clarity on how this issue will be resolved and when the next board meeting can be held. “This is only the tip of the iceberg and looks like it will be a long power struggle,” he adds.
To list or not
Tata Sons' holdings in its group companies help it to earn dividends from these entities, which acts as a source of income.
Apart from Tata Trusts, the second-largest shareholder in Tata Sons is the Shapoorji Pallonji (SP) Group, one that is highly indebted. The listing will free up its debt to a large extent. For his part, Noel Tata, at the last Tata Sons’ board meeting convened to discuss the renewal of N Chandrasekaran’s term as Tata Sons’ Chairman, made it clear that he did not want a listing. Subsequent media statements by Srinivasan and Singh backed a listing, making the relationship between these trustees and Noel Tata tenuous.
What complicated matters last month was the Reserve Bank of India’s (RBI’s) revised rules that said companies with assets exceeding Rs 1 lakh crore, or those with direct or indirect access to public funds, must list.
At the end of March 2025, Tata Sons’ standalone assets stood at Rs 1.75 lakh crore.
A report put out by proxy advisory firm, InGovern this May, said RBI “should issue an explicit, formal rejection of the application, thereby holding the sanctity of the scale-based regulatory framework (SBR) and protecting the interests of over 1.2 crore public shareholders in the Tata ecosystem.”
Eminent tax lawyer, Homi Ranina, views the recent development (of Tata Trusts’ board meeting getting deferred) as a full-blown battle between Srinivasan and Tata.
“At the core is the potential listing of Tata Sons, where there is a disagreement. While Tata is not in favour of it, both Venu Srinivasan and Vijay Singh have backed it, while the RBI is clear that it must be done,” he says.
According to Ranina, the developments are not good for the reputation of the Tata Group.
The question of who will eventually control the group remains. Barring Chandrasekaran, it has always been someone from the Tata family or an extended arm.
@krishnagopalan
