MUMBAI: Four trustees of Sir Dorabji Tata Trust (SDTT) on Monday hit back at vice-chairmen Venu Srinivasan and Vijay Singh, accusing them of breaching their fiduciary duties and undermining Trusts’ position against listing Tata Sons. Noel Tata, Darius Khambata, Bhaskar Bhat and Neville Tata made the charge in reply to a Sept 30 letter from the two vice-chairmen to SDTT’s trustees. That letter challenged chairman Noel Tata’s Sept 28 proposal to merge two Tata Sons subsidiaries into the holding company to avoid a listing.The four opened with a barb. They were glad Srinivasan and Singh had realised, “albeit belatedly”, that Trusts’ decisions drew their legitimacy from collective deliberation. The trustees said an “epiphany” appeared to have struck Srinivasan and Singh in April 2026: that listing was suddenly good for Tata Sons and its minority shareholders. The two took that view to the media rather than raise it with co-trustees, even though SDTT met three times afterwards, the reply said. “This was in breach of your fiduciary duties!” it said.
The trustees rejected the claim that Noel Tata acted without authority. “The (Sept 28) letter does not announce any new position,” they said. The trustees of SDTT and Sir Ratan Tata Trust (SRTT) had twice resolved unanimously, with Srinivasan and Singh taking part, to keep Tata Sons unlisted. The trustees said Tata Sons board asked Trusts on Sept 17 to work on options to comply with RBI’s Sept 11 communication. Srinivasan attended that meeting, they said. “Far from usurping the functions of the board of Tata Sons, the Trusts responded to its request,” the reply said.The trustees also disclosed a dispute in the run-up to the Sept 17 Tata Sons board meeting. They said SDTT passed a resolution on Sept 16 by the required majority asking Srinivasan not to vote on any listing item. Srinivasan declined, saying the trust could not dictate how he exercised his judgment as a director.At Tata Sons board meeting on Sept 17, Srinivasan voted to reappoint Chandrasekaran as chairman without a recommendation from a selection committee, the reply said. He voted against Noel Tata, Trusts’ chairman. Chandrasekaran recused himself, and the presiding director cast the deciding vote. The trustees said the vote Trusts hold under Articles 118 and 121 was “overridden by reason of the vote of the Trusts’ own nominee”.The trustees said Srinivasan and Singh sent identical complaints to the charity commissioner on Sept 25. The complaints asked that SDTT be barred from holding meetings and that Noel Tata be restrained from voting at Tata Sons.Neither vice-chairman shared the complaints with co-trustees, the reply said. The trustees said they obtained copies from the commissioner’s office on Oct 1. “So much for your professed preference for deliberation within the Trusts,” the reply said. They called the claim that the merger proposal endangered Trusts’ charitable status “an absurd allegation”. The 66% stake in Tata Sons is Trusts’ principal asset, they said, and protecting it is “the stewardship of trust property, not the carrying on of a business”.
