The Sir Ratan Tata Trust (SRTT), which owns 23.5% of Tata Sons, may be unable to exercise its voting rights at the holding company’s August 18 annual general meeting unless it gets the go-ahead from the Maharashtra Charity Commissioner, potentially complicating decisions at a crucial shareholder meeting.
The uncertainty follows a clutch of legal disputes involving Tata Trusts trustees Venu Srinivasan and Vijay Singh, former trustee Mehli Mistry and questions over the composition of SRTT’s board. The Charity Commissioner is expected to hear Tata Trusts’ response to the various complaints ahead of the AGM, according to a person familiar with the matter.
Besides adopting the annual accounts and approving the dividend, shareholders are expected to vote on the reappointment of Tata Sons chairman N Chandrasekaran as a director, with his current term expiring this year. His tenure as executive chairman ends in February next year, and any decision on an extension would require the backing of the Tata Trusts.
SRTT owns 23.5% of Tata Sons, while the Sir Dorabji Tata Trust (SDTT) holds 27.9%. Together with allied trusts, the Tata Trusts own about 66% of Tata Sons and enjoy special rights over key decisions at the group holding company. The Shapoorji Pallonji Group owns 18.4% and has been seeking a listing of Tata Sons to enable it to monetise part of its stake and reduce debt.
At the heart of the uncertainty are multiple proceedings before the Charity Commissioner over the composition and governance of SRTT, which have already disrupted its decision-making.
25% Board Cap
On May 15, Tata Trusts said it had received an ex-parte direction from the Charity Commissioner asking SRTT’s board to defer a meeting scheduled for May 16. The direction followed a complaint by advocate Katyayani Agrawal concerning the composition of SRTT’s board and a separate representation by trustee Venu Srinivasan.
Former trustee Mehli Mistry has also filed objections before the Charity Commissioner challenging a change report submitted by SRTT. He has questioned his removal as a trustee, arguing that it went against an October 2024 resolution passed after Ratan Tata’s death to ensure continuity in trustees’ tenures. Mistry has also alleged governance failures and conflicts of interest and sought clarity on whether the 2024 resolution remains valid following amendments to the Maharashtra Public Trusts Act governing the appointment and reappointment of trustees.
Tata Trusts said the May 15 direction applied only to SRTT and not the other Tata Trusts, and had been issued without prior notice or an opportunity to be heard.
Agrawal’s complaint alleges that three of SRTT’s six trustees hold perpetual appointments in violation of Section 30A(2) of the Maharashtra Public Trusts Act, 1950, as amended in 2025. The provision limits perpetual or life trustees to one-fourth of a public trust’s total trustees.
SRTT’s trustees are chairman Noel N Tata, Venu Srinivasan, Vijay Singh, Jimmy N Tata, Jehangir H C Jehangir and Darius Khambata. SDTT’s trustees include Noel Tata, Srinivasan, Singh, Khambata, Neville Tata and Bhaskar Bhat. Noel Tata and Srinivasan currently represent the Tata Trusts on the Tata Sons board.
Tata Trusts has contested Agrawal’s interpretation, arguing that the amendment, which came into effect on September 1, 2025, is prospective and does not invalidate perpetual appointments made before that date. It said its position is supported by legal opinions and clarifications obtained from its lawyers.
With the disputes unresolved, SRTT’s ability to convene a trustees’ meeting—and consequently decide how to vote and appoint a representative for the August 18 Tata Sons AGM—remains dependent on the Charity Commissioner’s ruling.
SRTT has also said it was unaware that Srinivasan, one of its own trustees, had approached the Charity Commissioner until it received the regulator’s directions. According to the trust, Srinivasan had earlier acknowledged notices for the board meeting initially scheduled for May 8 and subsequently rescheduled to May 16.
Fractured Boardroom
The legal disputes come against the backdrop of widening differences within Tata Trusts. Srinivasan and Singh later supported a listing of Tata Sons after having earlier voted against it at meetings of the trusts and the Tata Sons board, where the decision to remain unlisted had been unanimous. They subsequently differed with Tata Trusts chairman Noel Tata over the move to replace lifetime trusteeships with fixed tenures.
Separately, the proposed induction of Noel Tata’s son Neville Tata into SRTT could not be taken up after Srinivasan sought to defer the matter to a subsequent meeting. His induction remains uncertain.
A Tata group source alleged that Srinivasan, by approaching the Charity Commissioner while continuing as an SRTT trustee, had breached his “fiduciary responsibility” to the trust. Singh, meanwhile, has separately sought an independent inquiry into the 1989 transfer of Tata Sons shares from the Navajbai Ratan Tata Trust to the late Naval Tata.