A letter sent by the other key trust, Sir Dorabji Tata Trust (SDTT), to Venu Srinivasan, Tata Trusts vice-chairman and nominee director on Tata Sons, a day before the Tata Sons board meeting on September 17, is at the centre of deliberations, according to a source. The commissioner’s office is looking at the developments to see if there was any breach of norms when a Tata Trusts entity, as a philanthropic organisation, sent a letter to another trustee and nominee director that could influence a business decision, the source pointed out.
The Charity Commissioner could also look at SDTT’s compliance with the Maharashtra Trusts Act, 1950, after it was amended last September. SRTT was frozen earlier over an alleged violation of certain provisions of the Act linked to lifetime perpetual trustees.
Because of the freeze on SRTT, the annual general meeting (AGM) of Tata Sons could not be held last month, with several matters, including renewal of N Chandrasekaran’s directorship, coming to a halt. Tata Sons has been given time till the end of this year to hold an AGM now.
The trustees at SDTT are Noel Tata, Neville Tata (Noel’s son), Darius Khambata, Bhaskar Bhat, Venu Srinivasan and Vijay Singh. Those at SRTT are Noel, Jimmy N Tata (Ratan Tata’s younger brother), Venu Srinivasan, Jehangir HC Jehangir and Darius Khambata.
The letter dated September 16, referred to as an SDTT circular resolution approved by Noel Tata, Tata Trusts chairman and nominee director on Tata Sons, sought to keep Srinivasan out of the board meeting discussion, which was expected to centre around critical matters such as the proposed listing of Tata Sons.
A few months ago, Srinivasan favoured listing of Tata Sons for better governance and an avenue for fund raising, going against the Tata Trusts view on the subject. Keeping Srinivasan out was perhaps meant to ensure that Noel’s veto against any board resolution would clinch a decision in favour of Tata Trusts, according to people in the know.
However, Srinivasan is learnt to have rejected the SDTT resolution, and voted in favour of a third term for N Chandrasekaran as chairman of Tata Sons, while Noel voted against it. To break the tie, the casting vote came from independent director Harish Manwani, who was the chairman of the meeting when Chandrasekaran’s term was being discussed.
Even as the board backed the proposed listing of Tata Sons, following the Reserve Bank of India’s (RBI’s) rejection of its application to surrender the core investment company (CIC) status, there was no voting on that item. Tata Trusts rejected the board resolution for a third term to Chandrasekaran, arguing that without a majority affirmative vote amongst the nominee directors, the resolution was null and void.
The origin of the resolution, which attempted to prevent Srinivasan from voting at the September 17 board meeting, can be traced back to almost two years ago. On October 17, 2024, Tata Trusts passed a resolution proposing a governance protocol that nominee directors must 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, a view can be taken on withdrawing that person as a nominee director, according to that resolution.
However, Tata Trusts sought a legal opinion from Rohinton Fali Nariman, former solicitor general of India and Supreme Court judge, on the protocol. According to Nariman’s opinion, dated April 13, 2025, the Tata Trusts protocol would be “contrary to the law”. He cited the Companies Act, 2013, and the Supreme Court judgement of March 26, 2021, in a case involving Tata Consultancy Services and Cyrus Investments Pvt Ltd for that opinion.
Nariman spoke about the significance of independent decision-making to fulfil the fiduciary responsibilities of a nominee director in that opinion. Tata Trusts may have gone against Nariman’s opinion while trying to block Srinivasan’s vote recently, a source said.
