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Total recall: Behind the Tata Trusts vs Tata Sons row and boardroom battle | Company News

As the Tata leadership battle rages on, turning back the page could help in piecing together the story that unfolded 10 days ago in the fourth-floor boardroom of Bombay House, beginning with the start of Noel Tata’s journey at Tata Trusts, the largest shareholder of Tata Sons, more than seven years ago. It was a turning point for the group which had given Noel Tata a pass twice for the position of Tata Sons chairman after Ratan Tata stepped down in December 2012. 

In February 2019, two years after Chandrasekaran had been appointed executive chairman of Tata Sons, Ratan Tata, then chairman emeritus of the holding company of the conglomerate and Tata Trusts chairman, inducted his half-brother Noel Tata as a trustee into Sir Ratan Tata Trust (SRTT) – one of the two key entities of Tata Trusts. 

Chandrasekaran focused on bringing stability to Bombay House during his initial years as chairman after the ouster of his predecessor Cyrus Mistry, scion of the Shapoorji Pallonji Group, and a subsequent legal battle that cost more than ₹200 crore. Against that backdrop, Noel Tata, chairman of Trent (the retail arm of the group), made a quiet debut in Tata Trusts, a philanthropic organisation set up more than 100 years ago by members of the Tata family with the vision of trustees acting as custodians rather than owners. 

In February 2022, a month after the Tata Group officially acquired Air India, Noel Tata became a trustee at Sir Dorabji Tata Trust (SDTT) – another key trust. Acquiring Air India was believed to be a dream project of Ratan Tata. By now, Chandrasekaran was an established leader in the Tata empire that ranges from steel to power, software to semiconductor and aviation. Tata’s semiconductor fabrication facility – a signature project for India – was already getting built in Dholera, Gujarat. Noel Tata, who is related to Tata Sons’ second largest shareholder Shapoorji Pallonji through marriage, got a firm footing at Tata Trusts, coinciding with the start of Chandrasekaran’s second term as Tata Sons boss. 

Industry watchers described Noel Tata’s entry into two key trusts as reflecting Ratan Tata’s succession planning. However, Ratan Tata, whose younger brother Jimmy N Tata has been a trustee at SRTT since 1989, never disclosed any succession plan, a source said. 

In the meantime, the buzz about a potential stock exchange listing of Tata Sons was in the air. The Reserve Bank of India (RBI) issued a circular containing a list of upper layer non-banking finance companies (NBFCs) in September 2022, with Tata Sons as an entry. The upper-layer NBFCs were mandated to go for stock exchange listing within three years. To retain its privately owned status, Tata Sons repaid all its debts and applied to the RBI to surrender its certificate of registration as a core investment company (CIC) in March 2024. Tata Trusts has been against Tata Sons listing but it was not part of a discourse within Trusts till recently, it is learnt. 

On October 9, 2024, Ratan Tata died at the age of 86. Noel Tata was about to emerge as a central figure influencing the future of the group – on October 11, the board of trustees unanimously decided to appoint Noel as the chairman of Tata Trusts.

Within a week of Noel Tata becoming Tata Trusts chairman, SDTT and SRTT passed a resolution on October 17. Some of the contents of the resolution would soon blow up into disputes. The resolution proposed a governance protocol so that nominee directors vote, abstain or raise matters at the Tata Sons board meeting in sync with what trustees and the executive committee of Tata Trusts advise them. If the voting is not as per the consultation with trustees, the nomination could be withdrawn, according to the resolution. 

Six months after that resolution, Rohinton Fali Nariman, a former Supreme Court judge, gave an opinion dated April 13, 2025, that this protocol would be ‘’contrary to the law’’ with reference to the Companies Act 2013 and a Supreme Court judgment of March 26, 2021, in a case involving Tata Consultancy Services and Cyrus Investments Pvt Ltd. Nariman’s opinion, sought by Tata Trusts, cited the significance of independent decision-making to fulfil the fiduciary responsibilities of a nominee director. The recent Tata Trusts objection over nominee director Venu Srinivasan’s vote favouring Chandrasekaran’s reappointment, in variance with Noel Tata’s, contradicts Nariman’s opinion, according to a source.               

Nariman’s opinion came against the backdrop of Tata Trusts beginning to witness lobbies and infighting. Besides the protocol issue, the Tata Trusts resolution had also proposed reappointment of trustees without tenure limits, an issue that turned contentious and subsequently clashed with regulatory amendments by the Maharashtra Charity Commissioner. Increasingly, a faction led by Mehli Mistry, a trustee and a close associate of Ratan Tata, was insisting on disclosure of Tata Sons board meeting minutes, making things uncomfortable for the nominee directors – Noel Tata (appointed nominee director in November 2024), former bureaucrat Vijay Singh and industrialist Venu Srinivasan at that point. Both Singh and Srinivasan were appointed vice-chairmen at Tata Trusts, a new position created by Ratan Tata, in December 2018. 

Amid the infighting, Tata Trusts came out with another resolution in July 2025 saying Chandrasekaran should be given a third term as executive chairman of Tata Sons once his tenure ends in February 2027, focusing on continuity. 

Things came to a boil in September 2025 when Vijay Singh had to step down as nominee director after a split in Tata Trusts over his continuance. A faction of trustees led by Mehli Mistry voted against him. A group of trustees, led by Noel Tata, met home minister Amit Shah and finance minister Nirmala Sitharaman on October 7, 2025.  Chandrasekaran was in the same meeting too.           

There was no sign of a discord between Noel Tata and Chandrasekaran yet, sources said.     

The other major highlights of the last year were Mehli Mistry’s ouster from the big trusts, and Neville Tata, Noel Tata’s son, being inducted into SDTT before the year ended.         

This year began as a new chapter for Noel Tata. At a Tata Sons board meeting in February, Noel red-flagged the performance of certain Tata entities, linking it to the future leadership of the company. Chandrasekaran’s announcement that he would not offer himself for a third term followed in August. 

Then came the September 17 meeting where Tata Sons board granted a third term to Chandrasekaran in a 4:1 verdict with only Noel Tata voting against the resolution. This triggered legal opinions for and against the casting vote as the two nominee directors (Noel Tata and Srinivasan) were split on the matter. The board also backed the listing of Tata Sons, after the RBI rejected its application for surrendering the CIC classification. Noel opposed this too. Tata Trusts and Noel Tata called the resolution on Chandrasekaran’s reappointment invalid, while Tata Sons rejected the view. 

Even as lawyers on both sides are studying the pros and cons of a court battle, there are unanswered questions: When did Tata Trusts review its resolution of 2025 on backing Chandrasekaran for a third term? How will the shareholders of Tata Sons respond on listing and the leadership issue? And what really went wrong between Chandrasekaran and Noel Tata?      

 

 

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