An internal dispute at Tata Trusts has escalated into a public confrontation, with Noel Tata and three other trustees accusing vice-chairmen Venu Srinivasan and Vijay Singh of abandoning collective decisions and breaching fiduciary duties over the Tata Sons listing dispute.
In a combative letter, Tata Trusts Chairman Noel Tata alongside trustees Darius Khambata, Neville N Tata and Bhaskar Bhat questioned the credibility of Venu Srinivasan and Vijay Singh regarding their opposition to the Trusts’ official stand on Tata Sons. The four signatories stated that the two vice-chairmen participated in unanimous decisions to keep Tata Sons unlisted before suddenly championing a listing without consulting the Trusts.
The dispute stems from multiple unanimous resolutions passed over the past two years concerning the corporate structure of Tata Sons. In March 2024, the Tata Sons board, with Venu Srinivasan and Vijay Singh serving as trust-nominated directors, decided unanimously that the firm should remain unlisted, leading to the repayment of borrowings and the redemption of preference shares aggregating about ₹20,000 crore alongside an application to the Reserve Bank of India to surrender its registration.
Chronology Of Unanimous Decisions On Tata Sons
Subsequent meetings on May 28, 2025, and July 28, 2025, saw the Sir Dorabji Tata Trust and Sir Ratan Tata Trust again resolve unanimously that Tata Sons should remain unlisted. The four trustees noted in their letter that these resolutions were never rescinded, nor did either vice-chairman ask the trustees to reconsider them.
The four trustees accused Venu Srinivasan and Vijay Singh of adopting contradictory positions by demanding collective deliberation while simultaneously approaching the Charity Commissioner. On September 25, the two men filed complaints seeking to prevent the Sir Dorabji Tata Trust from convening meetings or acting through circular resolutions, restricting the trust chairman’s participation in Tata Sons matters, and freezing the composition of the trust board.
Disagreements Over Board Directives And Leadership
The letter also targets Venu Srinivasan‘s conduct as a Tata Sons director regarding a circular resolution passed on September 16, which asked him not to participate in or vote on any item concerning the listing of Tata Sons. Venu Srinivasan declined, maintaining that the trust could not dictate how he exercised his judgment as a director.
Furthermore, the four trustees stated that on August 13, the Sir Dorabji Tata Trust resolved to initiate the constitution of a Selection Committee under Article 118 of the Tata Sons Articles of Association. Despite this, at a September 17 board meeting, Venu Srinivasan voted for the reappointment of N Chandrasekaran as chairman without a recommendation from the Selection Committee and against the vote of the trust chairman.
Addressing the broader future of the enterprise, the four trustees maintained that the September 28 proposal was a response to a request made by the Tata Sons board itself after the Reserve Bank of India rejected the application to surrender its registration, rather than an attempt to override the board. They added that the regulatory rejection did not prescribe listing as the only solution.
Protecting Trust Assets And Charitable Objectives
Defending the unlisted structure against charges that it threatens the charitable character of the institution, the trustees asserted that Tata Sons serves as the principal asset generating income to pursue charitable objectives. The four trustees challenged Venu Srinivasan and Vijay Singh to put forward a constructive alternative to listing if they genuinely wish to protect Tata Sons.
Frequently Asked Questions
Why are the four trustees accusing Venu Srinivasan and Vijay Singh of a fiduciary breach?
The four trustees accuse them of abandoning collective decisions by suddenly championing the listing of Tata Sons after previously participating in unanimous resolutions to keep the company unlisted, and for failing to raise their changed views for collective deliberation.
What actions did Venu Srinivasan and Vijay Singh take regarding trust meetings?
The two vice-chairmen filed complaints on September 25 seeking directions from the Charity Commissioner to prevent the Sir Dorabji Tata Trust from convening meetings or acting through circular resolutions, while simultaneously demanding collective deliberation.
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