Tata Trusts trustees reject Darius Khambata’s objections to Tata Sons listing

Trustees Venu Srinivasan and Vijay Singh have pushed back against fellow trustee Darius Khambata’s opposition to the proposed listing of Tata Sons, saying a public listing would not threaten the Tata model. The two trustees have also questioned Khambata’s role in the events leading up to the reappointment of N Chandrasekaran as Tata Sons chairman.

In a letter dated November 11, addressed to Khambata, Srinivasan and Singh disputed his arguments on the Reserve Bank of India’s (RBI) listing requirements, the responsibilities of trust-nominated directors and the September 17 Tata Sons board meeting.

“You describe listing as an existential threat to the Trusts and to the Tata model. We have seen no evidence for that proposition,” the trustees wrote.

Trustees defend RBI engagement

Srinivasan and Singh said Tata Sons had engaged with the RBI since 2023, including repayment of debt and submission of an application to surrender its Core Investment Company (CIC) registration in March 2024. They said the trustees were kept informed throughout the process and that no concerns had been raised over the engagement at the time.

Following a two-year review, the RBI concluded that Tata Sons remained a systemically significant financial institution required to comply with the listing framework, they said.

The trustees cited companies such as TCS, Tata Steel, Tata Power and Tata Motors to argue that a listing does not prevent businesses from making long-term investments.

“In our view, an institution's character is preserved by the quality of its governance and accountability, not by its listing status,” the letter said.

They also questioned whether the opposition to listing was driven by concerns over the Tata model or by the desire to retain control over Tata Sons. The Trusts would continue to remain shareholders of Tata Sons after a listing, with their shareholding and dividend income unaffected, they argued.

Question Khambata's stand on Chandrasekaran

The two trustees also challenged Khambata’s criticism of the September 17 board decision to reappoint Chandrasekaran for another five-year term.

They said the Sir Dorabji Tata Trust and Sir Ratan Tata Trust had unanimously recommended Chandrasekaran’s reappointment on July 28, 2025, with Khambata supporting and drafting the resolution. However, the decision was deferred in February 2026, leading to seven months of uncertainty before the Tata Sons board acted in September.

The trustees questioned what had changed between the July 2025 recommendation and Khambata’s subsequent position. They also asked why he had not objected when the earlier resolution was set aside.

“The Board’s decision cannot fairly be regarded as the origin of a difficulty that had been developing within the Trusts for months,” they said.

The letter also disputed Khambata’s interpretation of the role of trust-nominated directors, arguing that they have fiduciary duties towards the company and must exercise independent judgement.

The response comes after Khambata declined reappointment as a trustee earlier in November, questioning Tata Sons’ engagement with the RBI and criticising the handling of Chandrasekaran’s reappointment. Tata Trusts collectively hold around 66% of Tata Sons.