MUMBAI: Tata Trusts vice-chairmen Venu Srinivasan and Vijay Singh have challenged chairman Noel Tata’s proposal to merge two Tata Sons subsidiaries into the holding company to avoid a stock market listing, saying he pursued it without approval of the boards of the trusts that control Tata Sons.In a Sept 30 letter to the boards of Sir Dorabji Tata Trust and Sir Ratan Tata Trust, the two vice chairmen said no SDTT meeting was held to consider the proposal. SRTT, barred from convening a board meeting, could not have held one either. They questioned whether the plan could be presented as the institutional position of Tata Trusts.On Sept 28, Tata Trusts announced that Noel had proposed merging Tata Electronics Systems Solutions and Tata Consulting Engineers, both wholly owned Tata Sons subsidiaries, into Tata Sons.
We were not consulted, say, Srinivasan & Singh
Outlining Noel Tata’s plan to merge Tata Electronics Systems Solutions and Tata Consulting Engineers into Tata Sons, Tata Trusts had said Noel Tata acted under a July 28, 2025 resolution directing that all efforts be made to keep Tata Sons unlisted and private.However, people familiar with the discussions disputed that reading. They said the resolution authorised Tata Sons chairman N Chandrasekaran to explore options for keeping the company unlisted, not Noel Tata to pursue the merger unilaterally.Srinivasan and Singh said circumstances had changed materially since that resolution. RBI declined Tata Sons’ deregistration application on Sept 11, 2026, and directed the company to comply immediately with rules for non-banking finance companies (NBFCs) in the upper layer category. “The 2025 decisions, though appropriate when taken, cannot be treated as determinative of the options now available to Tata Sons,” the letter said. The two trustees, both appointed by former Tata Trusts chairman Ratan Tata, said they were “surprised” to receive a copy of the Sept 28 letter and to learn of the press release from public sources. “We were not consulted, and are not aware that the other trustees were consulted either,” they wrote. They said it was therefore unclear whether the proposal reflected views of all SDTT trustees.They also questioned whether SRTT could have taken a valid decision. The Maharashtra charity commissioner’s May 15 order, they said, meant the trust could not have convened a meeting on a matter of such significance. That order followed a complaint by Srinivasan that SRTT’s board composition violated the Maharashtra Public Trusts Act.Srinivasan and Singh said a shareholder can express its “considered wishes”, but the decision rests with the Tata Sons board. They objected to the Sept 28 letter’s call for the board to “consider and approve” the reorganisation. Directors, they said, must be free to assess its legal, regulatory, financial and commercial implications independently. Srinivasan, who is also the Trusts’ nominee director on the Tata Sons board, had backed a listing. He had argued it would unlock value for minority shareholders, give Shapoorji Pallonji Group an exit route and give Tata Sons capital to sustain its growth.The two warned that any attempt by the Trusts to direct Tata Sons’ commercial decisions could jeopardise their charitable status and the value of Tata Sons, their underlying asset. Referring to Ratan Tata’s tenure, they said the Trusts had taken the position that they “were not in the business of running a business.”Srinivasan and Singh filed separate complaints with the charity commissioner on Sept 24 and 25, raising concerns over SDTT’s involvement in Tata Sons’ affairs. On Sept 30, Noel Tata, his son Neville Tata, who is also a trustee, and the six Trusts that together own 66% of Tata Sons responded by filing 36 caveats under three provisions of the Act to guard against adverse orders. Noel, Neville and each of the six Trusts filed in their own right. The merger plan put forward by Noel Tata was the group’s second attempt to avoid a listing.The first came in March 2024 when Tata Sons applied to RBI to deregister as an NBFC. Tata Sons became a pure holding company after Tata Consultancy Services was demerged in 2004. RBI classified it as an upper-layer NBFC in Sept 2022, which mandated an initial public offering.
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