Tata Trusts Seek Hearing in Charity Commissioner's Office Amid Governance Dispute

Triggered by the complaint that Tata Sons Director Venu Srinivasan logged against Sir Dorabji Tata Trust (SDTT), and Noel Tata, to the Charity Commissioner — Tata Trusts have filed caveats with the commissioner’s office asking the body to hear them before passing any order. This follows the letter written by Srinivasan, who is also a Tata Trusts trustee, to the Commissioner’s office seeking “an immediate inquiry into the administration and governance of SDTT, including the appointment and continued status of the existing perpetual trustees, and the basis upon which Noel Tata assumed and continues to hold the Chairmanship of Tata Trusts”. Earlier, Charity Commissioner’s office had issued an ex parte order restraining Sir Ratan Tata (SRTT) from holding meetings and taking decisions, a move that led to the postponement of Tata Sons annual general meeting (AGM) and prevented Tata Trusts from exercising its 66% voting rights in Tata Sons. Both SRTT and SDTT hold over 50% stake in Tata Sons . The Charity Commissioner is yet to announce its decision on the complaint filed by Venu Srinivasan and another lawyer against SRTT five months ago. Srinivasan sent a complaint — mainly pertaining to perpetual trustees and other governance matters — against SRTT on April 28. “The Trustees are exposing the Trust and its charitable corpus to potentially immense fiscal consequences by involving the Trust directly in commercial activities which may not be incidental to its charitable objects. Such conduct constitutes mismanagement of the affairs and property of SDTT and a breach of the duties owed by its Trustees,” Srinivasan said in his letter to the Charity Commissioner. “I respectfully request your office to: initiate an immediate inquiry into the administration and governance of SDTT, including the appointment and continued status of the existing perpetual Trustee, and the basis upon which Noel Tata assumed and continues to hold the Chairmanship of Tata Trusts, the circumstances surrounding the appointment of Neville Tata and my exclusion from the relevant decision-making process and the involvement of SDTT and its Trustees in the commercial and strategic affairs of Tata Sons,” Srinivasan wrote. What has upset Srinivasan is that while Noel Tata is a perpetual trustee, Srinivasan has a three-year tenure, making him a “rebel” in the Tata Trusts ecosystem, said an insider. “Tata Trusts themselves, acting through their Chairman and operating team, have assumed a direct role in identifying, negotiating and seeking implementation of substantial commercial transactions concerning Tata Sons. Such activities go materially against the charitable objects and obligations of the Trust. The tax consequences of such conduct are substantial,” Srinivasan wrote. According to Srinivasan, on September 16, 2026, SDTT circulated circular (Resolution No. 107) seeking to restrain him in his capacity as a nominee director on the Tata Sons board, jointly appointed by SRTT and SDTT, from participating in or voting on the proposed Tata Sons listing. “This was an extraordinary attempt to prevent me from exercising my independent judgement and vote, and to neutralise my position as a Trustee because it differed from that of certain other Trustees,” he wrote. “More fundamentally, it was an attempt to effect a power grab within SDTT and, through it, to dictate what Tata Sons should do instead of allowing its Board to objectively evaluate the available alternatives on their merits,” Srinivasan said. “The surprising thing is that Srinivasan was also party to various decisions by the Trusts in the last two years. What was once an internal disagreement is fast turning into an open and bruising battle for control, raising serious questions about the future direction and governance of the Tata Group,” said a former Tata Group senior official. On Monday, Tata Trusts sent a proposal to the Tata Sons board that involves the merger of Tata Electronics Systems Solutions Pvt Ltd (TESS) and Tata Consulting Engineers (TCE) with Tata Sons. The move, if approved and implemented, would fundamentally alter the structure and nature of Tata Sons and could take the company outside the regulatory framework that triggered the RBI’s listing directive. “With the confrontation escalating, the prospects of Tata Sons board giving the green light to the latest reorganisation proposal appear increasingly uncertain. They may not clear it. Srinivasan seems to have turned a rebel in Tata Trusts,” said a source. On September 17, the Tata Sons board agreed to comply with the RBI’s directive, which would lead to the company being listed on the exchanges and agreed to give a five-year extension to N Chandrasekaran as Tata Sons Chairman despite opposition from Noel Tata. “It’s a 5:1 situation in the Tata Sons board. Noel Tata is pitted against five Directors who don’t own a single share in Tata Sons. They are on the board of Tata Sons because of the benevolence of Ratan Tata,” the source said. Tata Sons will have to convene its AGM before December, and the continuance of N Chandrasekaran as a director of the holding company will depend on the outcome of the voting at the AGM. “Chandrasekaran’s continuance as a director of Tata Sons hinges on the AGM voting. There seems to be an attempt to block Tata Trusts from exercising their voting rights at the AGM, even though the Trusts collectively hold a 66% stake in Tata Sons. Their vote is therefore critical to any resolution concerning the company’s board,” he said. “It’s also surprising that the Charity Commissioner is yet to take a decision on SRTT even after five months.” The developments assume significance as Tata Sons prepares to comply with the RBI’s regulatory requirements, including those relating to its status as an upper-layer NBFC. Any move to restrict or dilute the voting rights of Tata Trusts could have wider implications for the balance of power within Tata Sons, given the Trusts’ controlling shareholding. The AGM is also expected to be closely watched because resolutions concerning the appointment or continuation of directors require shareholder approval. This makes the Tata Trusts’ voting position significant in determining the composition of Tata Sons board.