An internal tussle over the future of Tata Sons, the holding company of the country’s largest business house Tata Group, has now come to the fore. The trustees, led by Tata Trust chairman Noel Tata, have strongly defended Tata Sons’ restructuring plan. Along with this he has clearly said that the trust does not run Tata Sons. Trustees of Sir Dorabji Tata Trust (SDTT) – Darius Khambatta, Neville Tata and Bhaskar Bhat – have dismissed the objections of two senior trustees Venu Srinivasan and Vijay Singh.

The controversy started when Venu Srinivasan and Vijay Singh alleged that they were not consulted before the restructuring proposal was sent to Tata Sons’ board on September 28. In response, the Noel Tata group has written a strong letter on October 4 clarifying the position on all issues. The letter accused the two disgruntled trustees of undermining the trust’s decisions and neglecting their responsibilities.

We do not run Tata Sons: Noel Tata

Noel Tata and other trustees clarified that the trust has never controlled the day-to-day operations of Tata Sons and has no intention of doing so. The letter said that the allegation that this restructuring will harm the charitable status of the trust is completely baseless.

The trustees said that while the Reserve Bank of India (RBI) may have rejected Tata Sons’ application for surrender of core investment company (CIC) registration, it has not given any order to list the company on the stock market. RBI’s letter does not mention any rule violation. The trustees say that after this attitude of the central bank, it is now necessary to find some other legal way, other than listing, through which the goals set by Tata Sons and the trust can be achieved.

The inside story on postponing stock market listings

Under the blueprint that has been prepared to keep Tata Sons away from the listing, the two companies are being prepared to merge. As per the plan, Tata Electronics Systems Solutions Pvt Ltd and Tata Consulting Engineers Ltd are to be merged into Tata Sons. The move is aimed at taking Tata Sons out of the ambit of a core investment company, so that listing rules do not apply to it.

The trustees clarified that the policy of keeping Tata Sons unlisted is not new. The decision is part of a strategy set by both the trust and Tata Sons over several years. Under this, in March 2024, after the board’s decision, about Rs 20,000 crore of loans were repaid and preference shares were redeemed. Apart from this, Sir Dorabji Tata Trust and Sir Ratan Tata Trust passed unanimous resolutions on 28th May and 28th July allowing to explore ways to keep the company unlisted. This also includes talking about exit options for the Shapoorji Pallonji Group stake.

Questions on the role of the two senior trustees

The letter has raised serious questions on the attitude of Venu Srinivasan and Vijay Singh. According to the trustees, Tata Sons’ board meeting on September 17 discussed the RBI’s letter and agreed that all options, not just listing, should be considered. The board itself requested the trusts to suggest options to comply with the rules. In such a situation, the proposal of September 28 was not an interference in the work of the Board, but a response to its demand.

Questioning Srinivasan’s attitude, the Noel Tata camp said that on August 13, the SDTT had passed a resolution to start the process of selecting a new successor. Despite this, at a board meeting on 17 September, Srinivasan voted in favor of re-appointing N. Chandrasekaran as chairman. By this, he ignored the rights related to the protection of the interests of the trust. Apart from this, both the trustees approached the Charity Commissioner on September 25 and demanded a ban on the meetings, which the letter said was against the principles of mutual dialogue.

A big decision of 66 percent share

The trustees also objected to the fact that Srinivasan and Singh began publicly endorsing the listing from April 2026, despite not expressing their views to fellow trustees. This is considered a direct violation of the prescribed obligations.

The letter recalled that the total stake of Sir Dorabji Tata Trust and Sir Ratan Tata Trust in Tata Sons is about 51.54 per cent, while all the Tata trusts together hold about 66 per cent. Being such large shareholders in the company, the trust has a fundamental right to have their say on any major restructuring. This action of shareholders cannot be termed as undue interference in the process.