MUMBAI: Two senior Tata Trusts trustees have accused a former colleague of helping the present leadership of the Trusts to reinforce control at the expense of his own fiduciary duties and the sanctity of the Tata model of governance.In a letter dated Nov 11, vice-chairmen of the Trusts, Venu Srinivasan and Vijay Singh, said Darius Khambata’s account of the dispute between Noel Tata and a section of trustees was “incomplete in several material respects.”They alleged that Khambata “strategised” to temporarily oust Srinivasan as a Sir Dorabji Tata Trust (SDTT) trustee so that two new trustees could be inducted in Nov 2025. “There was nothing consensual about that process,” they wrote.Their reply targets Khambata’s Nov 2 letter, which described a Tata Sons listing as “existential” for the Trusts and said the company’s engagement with the Reserve Bank of India (RBI) had been neither meaningful nor successful. Srinivasan and Singh said the record showed otherwise.Tata Sons began talking to the RBI in 2023, repaid its debt and applied for deregistration in March 2024, they said. The engagement continued after that. “The trustees were kept informed throughout, and neither you nor any other trustee described the effort as inadequate at the time,” they wrote.The RBI ruled after a two-year review that Tata Sons remained a systemically significant institution bound by the listing framework. The outcome, they said, reflected the regulator’s judgment and “cannot be attributed to any deficiency in advocacy.” “If, by ‘meaningful’ advocacy, you mean advocacy that secures preferential treatment or circumvents the applicable rules, then that would not be consistent with the Tata model you seek to uphold.“The letter rejected Khambata’s claim that listing would threaten the Tata model. “We have seen no evidence for that proposition,” the vice-chairmen said. They pointed to Novo Nordisk, Hershey, Lundbeck and Demant – each listed, each controlled or anchored by a foundation or trust. “An institution’s character is preserved by the quality of its governance and accountability, not by its listing status.”Khambata, a senior advocate, did not seek reappointment as a trustee when his term ended on Nov 8.Closer to home, they cited TCS, Tata Steel, Tata Power and Tata Motors, all listed and all of which have made long-gestation investments. “Disclosure and accountability bring discipline to how capital is allocated; they do not limit vision.” The Trusts would stay shareholders of Tata Sons after a listing, and their “shareholding, dividends and the philanthropy those dividends fund would be unaffected”.They asked whether Khambata’s real concern was the Tata model or control of Tata Sons by the Trusts’ present leadership. Where control becomes “an end in itself”, they said, questions arise about trustees’ fiduciary duties and the Trusts’ continued entitlement to tax exemption. A listing of Tata Sons would end Trusts’ superior voting rights on the company’s board, which is why Trusts chairman Noel Tata is opposed to an IPO.The letter said the trustees of Sir Dorabji Tata Trust (SDTT) and Sir Ratan Tata Trust (SRTT) unanimously recommended Chandrasekaran for a third term as executive chairman on July 28, 2025. Khambata supported that resolution and drafted it, they said. Two new trustees were inducted into SDTT on Nov 11, 2025, materially altering its balance, and Khambata proposed one of them, they said. In Feb 2026 Chandrasekran’s reappointment was deferred, and no Trusts resolution reversed the July 28, 2025 decision.Khambata in his Nov 2 letter had called that resolution “overtaken” by events in Aug and Sept 2026. Srinivasan and Singh disagreed. “A unanimous resolution of trustees is not overtaken merely because honouring it later became difficult.”They quoted a July 10, 2025 note from Khambata to Chandrasekaran, in which he called the group’s results and plans “even more impressive than I’d imagined”. Eighteen days later he backed the reappointment. “We would like to know what changed between that letter and the position you now take?” they asked.A trustee who praised the chairman in those terms, they added, and then “stood by passively while his reappointment was left in doubt for seven months, owes the Trusts and the public an explanation”.Chandrasekaran concluded that the dignity of his office was being compromised by the delay and decided not to offer himself for reappointment, they said. The nomination and remuneration committee of Tata Sons unanimously asked him to reconsider. The company’s board acted on Sept 17, they said, to end an uncertainty it had not created. On Sept 17, the Tata Sons board reappointed Chandrasekaran as chairman for a third term. Srinivasan supported the decision, while Noel opposed it.The Trusts, they said, were “more divided today than at any point in living memory”. Khambata had argued, citing the Supreme Court’s judgment in Tata Group v Cyrus Mistry, that a Trust nominee director must protect the Trusts’ interests and that “there cannot be two classes of trustees”. Srinivasan and Singh disputed that reading. “It did not extinguish a director’s fiduciary duty to the company,” they said, “nor turn a Trust nominee into a delegate bound to vote the Trusts’ line.“On the Sept 11, 2025 vote not to renew Singh’s tenure as a Tata Sons director, they said Khambata’s own account showed a board seat decided by the need to secure a voting outcome rather than by the nominee’s merit. They called that “difficult to reconcile” with the principles in his Nov 2 letter. “What you describe as betrayal is, in substance, a difference of view.”No amount of spin-doctoring could mask what had happened, Srinivasan and Singh said, and that “applies to all concerned”.
