Noel, three SDTT trustees slam Venu, Vijay over listing ‘epiphanies’, accuse them of breaching fiduciary duties

In a sharply worded letter sent to Singh and Srinivasan on Monday, the four trustees termed their recent support for a publicly listed Tata Sons an "epiphany", after they signed off on the opposite in the past. The letter, which bares the deep rift at the heart of Tata Trusts, also signals the balance of power in SDTT, with four trustees ranged against two. SDTT is the largest shareholder of Tata Sons, owning 27.98% in the holding company of India's largest conglomerate.

"The position that Tata Sons should remain an unlisted company has been the settled position of the Trusts, and of Tata Sons itself, for years," the five-page letter said, according to an executive who has seen the letter. It also cited a Tata Sons board decision taken "under the guidance of the late Mr Ratan N. Tata" and Trust resolutions of 28 May and 28 July 2025, both passed "with the participation of both of you." According to the executive cited earlier, the letter was signed by Noel Tata, his son Neville Noel Tata, former Titan Co. CEO Bhaskar Bhat, and Mumbai-based lawyer Darius Khambata.

The divisions flared up at Tata Sons on 17 September when its board members outvoted Noel Tata to grant a third term for N Chandrasekaran as chairman, and begin the process towards a public listing. While Noel voted against the resolutions, Srinivasan voted in favour.

“An "epiphany" appears to have struck each of you in April 2026, that listing was suddenly good for Tata Sons and for the minority shareholders, Sterling Investment Corp. Pvt Ltd and Cyrus Investments Pvt. Ltd (both unlisted and private companies!), and caused you to go straight to the media, rather than deliberate upon and discuss the matter with your co-trustees,” said the letter, referring to Srinivasan and Singh endorsing a public listing of Tata Sons in interviews in April.

After the Tata Sons board backed a public listing, Tata Trusts on 28 September suggested that Tata Sons could merge two subsidiaries to drop the tags of a core investment company and a non-banking financial company. Two days later, Singh and Srinivasan alleged that Tata Trusts made this proposal without consulting them.

The letter noted that Singh and Srinivasan were demanding deliberation within the Trusts, while they themselves did not inform the Trusts about their complaints to the charity commissioner on the functioning of the Trusts. "We obtained copies from the office of the charity commissioner on 1 October 2026. So much for your professed preference for deliberation within the Trusts.”

The four trustees wrote that the other two did not back a Tata Sons IPO at three SDTT board meetings since April. “Your conduct as trustees has not indicated any inclination to deliberate on this existential issue with your co-trustees,” they said, stating Singh and Srinivasan’s “protestation rings hollow”. Speaking to the media instead undermined the Trusts' resolutions and Tata Sons' pending application with the RBI, they said, calling it a "breach of fiduciary duties".

At its 17 September meeting, the board "requested the Tata Trusts to work on the options for complying with the RBI's communication," and "Venu was present at that meeting and took part in that discussion." The trustees maintain that "far from usurping the functions of the board of Tata Sons, the Trusts responded to its request."

“The Trusts do not run Tata Sons and do not seek to. The shareholding of the Trusts in Tata Sons is their principal asset, and the source of the income with which they carry out their charitable objects. Its character, and the governance that protects it, are secured by the rights which the Articles of Association of Tata Sons confer on the Trusts, rights which the Hon'ble Supreme Court has recognized, including the affirmative vote of the directors nominated by the Tata Trusts under Articles 118 and 121. The trustees are bound to protect that asset. Doing so is the stewardship of Trust property, not the carrying-on of a business. That is the position which the Trusts took in Mr Ratan N. Tata's time, and which we maintain”.

Varun Sood

Varun Sood has been a business journalist writing on corporate affairs for the past 17 years. He currently oversees corporate coverage, including information technology (IT) services, aviation, auto, metals and mining, and conglomerates at Mint. He started as a reporter at Business Standard in 2005, after a short internship at the Economic and Political Weekly. Having worked across newsrooms in Delhi and Mumbai, including at DNA, the Financial Times, and the Economic Times, he is now based in Bengaluru. He is most proud of his work over the last decade at Mint, including writing about the rise and fall of some CEOs at Infosys, TCS, Cognizant, and Wipro. His first book, “Azim Premji: The Man Beyond the Billions”, was published by HarperCollins in October 2020. These days, he is spending more time reading annual reports and analysts' transcripts. Varun’s two pet peeves are access journalism and the dying art of interviews with business leaders. If you think there is something wrong inside your company or there are problems with corporate governance that you'd like to highlight, email him at varun.sood@livemint.com.

Satish John

Satish John serves as the Managing Editor at Mint, bringing over 30 years of experience in business journalism. He began his career in 1996 as a reporter at the Telegraph after a brief stint in the corporate sector. During his three decades of journalism, Satish has written on almost all sectors, including conglomerates, power, metals and mining, aviation and auto. Before joining Mint in 2022 (this is his second stint with the paper after earlier working from 2008 to 2011), Satish worked at The Economic Times and DNA. At Mint, Satish oversees the corporate, banking and markets coverage. One of his key roles is to manage news reporting teams and ensure their coordination across cities. The other important role he plays is in helping the paper get big news scoops and stories. His colleagues say he is a great raconteur and always has some interesting stories about promoters and companies. These days, Satish is exploring podcasts and AI tools to better tell stories and reach a wider audience. Inside the newsroom, reporters and editors continue to ideate with Satish to better their stories.