Five pivotal figures shaping the battle for $185 billion Tata Group

The Tata Group, one of India’s largest and oldest conglomerates, is mired in internecine conflict over leadership and whether it should publicly list.

On one side is family patriarch Noel Tata, who heads Tata Trusts, the group of charities that controls two-thirds of the conglomerate’s parent company, Tata Sons Pvt. On the other is Nataranjan Chandrasekaran, Tata Sons’ chairman with no links to the founding family but a slew of powerful corporate backers. Chandra, as he’s called, has helmed the sprawling conglomerate for nearly a decade during which it moved into high-tech manufacturing like iPhones and semi-conductor chips.

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In an unusual board mutiny on Sept. 17, the directors voted to extend Chandra’s tenure by five years and decided to comply with a regulatory directive for a public listing, overruling Noel’s dissent on both the issues. The intensifying power tussle atop the $185 billion conglomerate has thrown up the central question of who really controls the group.

Surrounding Noel and Chandra is a cast of characters which has not been in the spotlight as much but they have played key roles in the conflict — and will be pivotal in how it is resolved. Here are five of those who hold considerable sway in this corporate drama.

Venu Srinivasan

The 73-year-old chairman emeritus of two-wheeler maker TVS Motor Co., Srinivasan backed Noel to succeed Ratan Tata as chairman of Tata Trusts in 2024. A year later, Noel joined fellow trustees in unanimously supporting Srinivasan’s reappointment as vice chairman under a framework intended to give trustees lifetime tenures.

That mutual backscratching arrangement broke down ahead of Tata Sons’ watershed board meeting, which thwarted Noel’s plans to exert more influence.

Srinivasan, who started his career as a mechanic in his own garage, is currently the longest serving member of Tata Sons’ board, giving him an institutional memory that predates almost everyone now involved in the fight.

He and Noel are the two Trusts representatives on Tata Sons’s board, as befits the twin charities’ 66% combined stake. Thus his vote opposing Noel’s preferences effectively split the majority shareholder’s position.

Srinivasan was also the key figure who set in motion the chain of events that put regulatory curbs on one of the two main Tata Trusts. In April, he complained to the state level regulator overseeing charities about the governance structure of Sir Ratan Tata Trust, or SRTT, where he is himself a trustee. The Trusts said in a May 16 statement that they were unaware of his complaint until the regulator directed SRTT to defer a board meeting.

SRTT’s inability to conduct normal board business led to the deferment last month of Tata Sons’ annual shareholder meeting, or AGM, as the quorum could not be met. If the curbs on SRTT are lifted, then Tata Trusts can easily defeat the two contentious proposals in the shareholder meeting and block Tata Sons’ listing that way.

It’s not known why Srinivasan turned against Noel so brutally and abruptly but as long as they’re arrayed against each other, the Trusts position is divided and its influence of Tata Sons is thus weakened.

Shapoor Mistry

Long before Noel and Srinivasan fell out over whether Tata Sons should list shares publicly, reclusive billionaire Shapoor Mistry, was pushing for the company to do an IPO.

The Mistry family has long been the strongest proponents of taking Tata Sons public — a position that has acquired new force since India’s banking regulator declined earlier this month to exempt Tata Sons from a mandatory listing.

His Shapoorji Pallonji Group is Tata Sons’ largest minority shareholder, with an 18.4% stake inherited from a relationship between the two clans stretching back generations. That holding has become debt-laden SP Group’s most valuable asset but also its most illiquid — unless the Tata holding company were to change that by listing on public markets or buying back some of SP’s stake.

A listing offers an obvious solution as the SP Group looks for early monetization of its shares to repay costly debt. So the construction conglomerate would be among the biggest beneficiaries if Noel Tata’s fight to keep Tata Sons private ultimately fails.

The twist is that the two men are also related by marriage: Noel’s wife is Aloo Mistry, Shapoor’s sister. But the Mistry family’s relationship with Tata Sons has been on the rocks since Shapoor’s late brother, Cyrus Mistry, was ousted as chairman in 2016 by Ratan Tata, Noel’s late half-brother, triggering a years-long legal battle.

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Amogh Kaloti

The low-profile office of the Maharashtra Charity Commissioner Amogh Kaloti belies his role as a pivotal figure in the Tata battle.

Kaloti’s office oversees charitable trusts registered in the state, including Tata Trusts. A soft-spoken former district judge who’s relatively unknown outside Maharashtra’s legal circles, Kaloti has so far closed only one of the three Tata-related complaints — involving a 1989 share transfer — that have come under his remit.

The outcome on the other two complaints are pending. One is Srinivasan’s complaint about the number of permanent trustees on SRTT. The second revolves around governance issues and was lodged by former trustee Mehli Mistry, who failed to secure a reappointment at Tata Trusts at the end of last year.

In May, Kaloti’s office ordered Tata Trusts to postpone its board meeting and halt further engagements until an investigation into alleged regulatory violations is completed. It was these curbs on SRTT — a 23.6% stakeholder in Tata Sons — that aborted Tata Sons’s planned AGM last month and continue to weaken Noel Tata’s ability to influence decision-making.

The outcome of the probes by Kaloti’s office may become more important as the Tata Sons dispute migrates from the boardroom to shareholder votes and, potentially, the Indian court system.

Saurabh Agrawal

Saurabh Agrawal retains the polished bearing of the investment banker he once was. He joined the group from rival conglomerate Aditya Birla in 2017 and is now Tata Sons’ chief financial officer as well as one of the directors on its fractious board.

He is widely considered to be Chandra’s consigliere, a numbers man and one of the chairman’s closest lieutenants inside Tata Sons. That puts him frontseat to virtually every aspect of the current fight: the banking regulator’s pressure to list, negotiations with the Shapoorji Pallonji Group, Tata Sons’s balance sheet and its boardroom dysfunction.

As CFO, Agrawal’s responsibilities touch on all the financial decisions at the heart of the current dispute — including Tata’s enormous capital requirements needed to build semiconductors and iPhones, and the implications of a potential listing.

A big issue that divides Noel and Chandra is the former’s belief in that the Tata Group needs tighter financial discipline. Noel in another board meeting earlier this year had asked Chandra tough questions on some of the loss-making units.

Jimmy Tata

Jimmy Tata, Noel’s low-profile half-brother, is a trustee of Sir Ratan Tata Trust and two other smaller allied trusts, putting him inside one of the institutions and giving him the ability to weigh in on the current conflict.

But the octogenarian and former patriarch Ratan’s younger brother, has so far stayed away from Tata Group’s corporate affairs and the power struggles that have periodically convulsed the business his family built.

He did not attend the Tata Trusts board meeting last year when Mehli’s reappointment failed, according to a local media report. Nevertheless, his position — and vote — could sway decisions within the charities that control Tata Sons, should he choose to exercise influence.

If Noel can’t count on Jimmy’s support, it would make the fragmentation around him more profound. That kind of move would expose deeper divisions within the family and institutions from which Noel derives his authority.

But with Jimmy remaining in the shadows for now, independent directors on the Tata Sons board are further diluting the Tata family’s influence: Harish Manwani, a former Unilever executive, and Anita George, a former World Bank official, both voted to extend Chandra’s tenure despite Noel’s objections.

When the Tata Trusts’ nominees were aligned, the majority shareholder’s powers was formidable at Tata Sons — as seen during the showdown over Cyrus Mistry’s shocking ouster a decade ago.

But with Noel and Srinivasan on opposing sides and Jimmy remaining absent, those on the fringes of the boards overseeing Tata Sons and Tata Trusts will have a lot more influence in steering the nearly 160-year old conglomerate.