Tata Trusts' SDTT to tell Charity commissioner that its principal shareholder rights are not commercial interests

Sir Dorabji Tata Trust (SDTT) will argue that protecting its interests as the principal shareholder of Tata Sons is its legal right, in its reply to the Maharashtra Charity Commissioner due by October 12, sources close to the matter said. Complainants Venu Srinivasan and Vijay Singh alleged that SDTT was involved in Tata Sons' operations for commercial gain while functioning as a not-for-profit trust.

SDTT is merely discharging its duty to safeguard its rights as the largest shareholder of Tata Sons, a source said. According to sources, the complainants have wrongly interpreted those rights with malafide intent.

SDTT has pooled its management and legal teams to finalise the reply to the Charity Commissioner this week, a source said.

On the second allegation in the complaint, which challenges the move to bar Srinivasan from the Tata Sons board's discussion and vote on listing, SDTT is expected to point to Srinivasan's public statements supporting the listing. That position runs counter to the view of the SDTT board.

"As the trust's nominee, Srinivasan owes it fiduciary duties, but he acted in his own interest," a legal source said. SDTT never curbed his independence, he added, but he sits on the Tata Sons board because of the responsibility entrusted to him, not on personal merit. SDTT stepped in only when he went against the majority shareholder's interest, he said.

On September 16, SDTT passed a circular resolution seeking to restrain Srinivasan, a joint nominee director on the Tata Sons board, from participating in or voting on the proposed Tata Sons listing. Srinivasan accused the move of being an attempt to curb his independent powers as Tata Sons director.

Srinivasan accuses SDTT of excessive involvement in the commercial and strategic affairs of Tata Sons. He also cautioned that such involvement could jeopardise SDTT's charitable status and tax exemptions. Singh has raised similar concerns and also sought an inquiry into Srinivasan's exclusion from decision-making, said sources.

SDTT holds about 27.98% of Tata Sons.

Both complainants have also challenged Noel Tata's appointment as chairman of Tata Trusts and his son Neville's induction into SDTT. The sources said the two complainants voted for the appointments and are now contradicting themselves. Records show the chairman's selection and Neville's appointment were unanimous. Neville became an SDTT trustee in November 2025, along with Tata veteran Bhaskar Bhat.

Srinivasan wants action against trustees, including suspension or removal. The complainants have asked the commissioner to order an immediate inquiry into SDTT's administration and governance, and to stop SDTT from convening meetings or passing circular resolutions until further orders. They also want Noel Tata barred from representing SDTT at Tata Sons annual general meetings and from voting on matters under Article 121, according to which Tata Sons board reappointed N Chandrasekaran for the third term as chairman.

If Noel Tata becomes the nominee of both principal trusts—Sir Ratan Tata Trust and SDTT—at the Tata Sons AGM, he is expected to vote against N Chandrasekaran's reappointment as a Tata Sons director. That would effectively end Chandrasekaran's bid for a third term as chairman.

Noel Tata and the SDTT trustees have hit back at Srinivasan and Singh in a letter dated October 5, signed by Noel Tata, Neville Tata, Bhaskar Bhat and Darius Khambata. They rejected the allegations and said it was hard to square the demand for collective deliberation with a plea to halt meetings. They noted that the Trusts have consistently held that Tata Sons should remain unlisted, citing resolutions from March 2024, May 2025 and July 2025. They also accused the two vice-chairmen of a sudden change of heart: "An 'epiphany' appears to have struck each of you in April 2026." The pair never raised the issue in trustee meetings and went to the media instead, they said. The trustees added that they received the complaint only on October 1 and called the interference charge absurd.

Noel and Neville Tata filed about 36 caveats with the commissioner and they would be heard before any adverse interim order, such as the one that froze Sir Ratan Tata Trust's meetings in May.