Darius Khambata to leave Tata Trusts, says ‘independence comes at a cost’

Spread the love


Darius Khambata to leave Tata Trusts, says ‘independence comes at a cost’
Darius Khambata to exit two Tata Trusts on Nov 8, citing growing rift between Noel Tata and N Chandrasekaran.

MUMBAI: Darius Khambata, one of Tata Trusts chairman Noel Tata’s closest allies, will leave the Sir Dorabji Tata Trust (SDTT) and Sir Ratan Tata Trust (SRTT) when his term ends on Nov 8. In a four-page letter dated Nov 2 to Noel and Trusts CEO Siddharth Sharma, Khambata said he would not seek another term, even though both wanted him to stay. He wrote he was “saddened by the current divide” between Noel and N Chandrasekaran, chairman of Tata Sons, in which the two trusts are majority shareholders.Reappointment needs the consent of fellow trustees, and he said it was “not in my character to seek” it. “That independence comes at a cost,” he wrote. He said his stand had at times differed from others, including Noel’s.His exit narrows the boards at a tense moment. SDTT will have five trustees: Noel, Venu Srinivasan, Vijay Singh, Neville Tata, Bhaskar Bhat. SRTT will have four: Noel, Srinivasan, Jimmy Tata, Jehangir H C Jehangir.At SRTT, Khambata’s term lapses automatically. The Maharashtra Charity Commissioner has barred the trust from changing its board while it investigates alleged breaches of public trust law. SRTT can neither appoint trustees nor renew tenures. At SDTT, reappointment needs unanimous approval, which would prove contentious.

Darius Khambata to leave Tata Trusts

In exit letter, Khambata defends key votes on Tata Sons listing and boardroom disputes, saying recent events vindicated his stand

The Nov 2 letter is the clearest account of Khambata’s thinking. He said he was the first trustee to warn against the Tata Sons listing, calling it “existential” for the Trusts at a May 2025 meeting. He said he drafted the July 28, 2025 resolution, passed unanimously, that reaffirmed opposition to a listing while backing a liquidity solution for minority Tata Sons shareholder, Shapoorji Pallonji Group. The resolution also reposed trust in Chandrasekaran to engage with the RBI on Tata Sons’ application for deregistration. Khambata said he did not believe that engagement had been meaningful, much less successful. A second resolution on July 28, 2025, backing a third term for Chandrasekaran as chairman, had since been “overtaken by the astounding events of Aug and Sept 2026,” he wrote.He also criticised those who “would decouple Tata Sons from the Trusts”, calling the group a “national treasure in which neither limb is meaningful without the other.” Khambata wrote that the “sad events” of Sept 17, “a day that will live in infamy”, had “sullied Tata Sons’ reputation”. At the Tata Sons board meeting that day, Chandrasekaran was reappointed chairman for another five years. Noel opposed the move.Khambata defended his vote on Sept 11, 2025, when he joined Mehli Mistry, Pramit Jhaveri and Jehangir in opposing Singh’s continuation as a Trusts nominee director on Tata Sons board. The move prompted allegations that the four trustees were attempting a “coup”.Khambata had called that “absurd” in a Nov 10, 2025 letter and blamed a media-driven narrative.In his latest letter, he said the Sept 11, 2025 vote was meant to strengthen opposition to any listing and that later events vindicated it. In April 2026, he said, Singh and Srinivasan told the media they favoured listing, despite having supported Trusts resolutions against one. Neither had explained the shift to fellow trustees, he said. That vote preserved Trusts’ effective veto at Tata Sons by keeping Noel as their key representative on the board. Under Tata Sons’ articles, he said, the veto works by a majority of the Trusts’ nominee directors. The Sept 17 event showed how critical that was, he wrote.Khambata said the Supreme Court judgment in Tata Sons v Cyrus Mistry validated the Trusts’ special rights in the articles and the special duties of Trusts nominee directors. He said it was now untenable to argue that a nominee director who is a sitting trustee can act against the Trust’s interests merely because he also owes a duty to the company.Fault lines within the Trusts have deepened over the past year. Noel, Srinivasan and Singh blocked Mehli’s reappointment to SDTT and SRTT in Oct 2025. Jhaveri did not seek another term at SDTT and left in Feb.Khambata said he seconded Noel’s appointment as chairman in Oct 2024 and was glad Mehli proposed it despite pressure to defer.Khambata emerged as one of Noel’s most important supporters as friction between Trusts and the Tata Sons board grew. People familiar with the matter said his imprint has been visible in Trusts’ press releases and correspondence with the Tata Sons board. A senior advocate, Khambata first joined the Trusts in 2014 and resigned in Oct 2016, a day after Cyrus Mistry was ousted as Tata Sons chairman. His second stint began in Nov 2023.



Source link

Leave a Reply

Your email address will not be published. Required fields are marked *