Darius Khambata does not seek re-appointment on Sir Dorabji Tata Trust and Sir Ratan Tata Trust as his term ends

Senior advocate Darius J Khambata has declined reappointment as a trustee of the Sir Dorabji Tata Trust and Sir Ratan Tata Trust, citing concerns over the independence of trustees, the proposed listing of Tata Sons and governance issues within the Tata group.

In a letter dated November 2 addressed to Tata Trusts chairman Noel Tata and chief executive Siddharth Sharma, Khambata said he did not wish to seek reappointment, despite both having expressed a desire for him to continue.

Khambata said he had accepted the original appointments at the invitation of the late Ratan Tata and wanted to maintain his independence as a trustee.


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“That independence comes at a cost. My stand and approach has at times differed from others’, including Noel’s; I appreciate Noel’s democratic acceptance of this. That is the old Tata way. Yet in law even a Trustee’s reappointment requires the agreement of all other Trustees. That is a consent that it is not in my character to seek as it would compromise my independence to do so,” he wrote.

Khambata, who said more than 90% of his meeting time was spent on philanthropic projects, also defended the Tata Trusts’ role in the group’s governance and opposed the proposed listing of Tata Sons.

“I was the first to caution against the potential listing of Tata Sons, calling it ‘existential’ for the Trusts at the 28 May 2025 meeting, and I drafted and propounded the 28 July 2025 resolution which was passed unanimously. No fiduciary of the Trusts could have taken any other position, for the Tata model was at stake,” he said.

He argued that the Tata group’s ownership structure was integral to its identity and that separating Tata Sons from the trusts could undermine the model.

“The Tata model is a living manifestation of Mahatma Gandhiji’s trusteeship doctrine: India’s most iconic industrial and philanthropic combine, a national treasure in which neither limb is meaningful without the other,” Khambata wrote.

“As Chandra has said Tata Sons must always be in sync with Tata Trusts, and to my mind, nothing since warrants a relook at that dynamic. That this model is now threatened by those who, ironically citing its success, would decouple Tata Sons from the Trusts, is not objective judgement.”

He also questioned the argument that a listing would help Tata Sons raise capital and accelerate growth.

“Talk of the greater ability to raise capital and higher growth misses the simple truth: the model succeeded precisely because it was not driven by avarice or short-term gain,” he said.

Khambata maintained that listing was a strategic decision for shareholders and that the public had no legal or moral right to demand that a private company go public.

“Listing has always been the shareholders’ strategic decision; no section of the public has a legal or moral right to shares in a private company, or to insist it list to raise money more easily,” he wrote.

However, he said he understood the Shapoorji Pallonji group’s desire for liquidity and had consistently supported a proposal to provide it through a sale of some or all of its Tata Sons shares.

“That said, existing shareholders’ desire for liquidity is something more completely understandable. That is why from May 2025 I have consistently maintained that opposition to listing must go hand in hand with giving liquidity to the Shapoorji Pallonji Group by sale of some or all of their shares,” he said.

Khambata also criticised the engagement with the RBI over Tata Sons’ regulatory status, saying the discussions had failed to adequately address transparency and reporting requirements.

“Unfortunately, I do not believe that the engagement with the RBI has been meaningful, much less successful, in showing how Tata Sons could fully adopt a listed company’s transparency and reporting mechanisms even if it was deregistered as a CIC or could restructure to avoid the nuclear option of listing,” he wrote.

The letter also revisited disagreements within the trusts over the appointment of nominee directors to the Tata Sons board.

Khambata said four trustees across the two trusts, including himself, had voted on September 11, 2025, against renewing Vijay Singh’s tenure as a trust nominee director.

“As my letter of 10 November 2025 explained, this was nothing personal and only to secure stronger opposition to listing. Yet we suffered a sustained media campaign designed to discredit us,” he said.

He further alleged that in April 2026, Vijay and Venu had told the media that, contrary to unanimous resolutions they had been party to, they favoured listing, without sharing their reasons for changing their position.

Khambata said the September 2025 decision had preserved the trusts’ veto over Tata Sons board decisions.

“Our courageous decision on 11 September 2025 thus stood vindicated: it saved the Trusts’ veto for Noel, which under Tata Sons’ Articles clearly works by majority of the Trust nominee Directors,” he wrote.

He also referred to the Supreme Court’s judgment in Tata v Mistry, saying it had validated the special rights of the trusts and the distinct fiduciary responsibilities of nominee directors.

Khambata’s letter took a broader swipe at the events of September 17, 2026, saying they had damaged the reputation of Tata Sons and the image of corporate India.

“The sad events of 17 September 2026, a day that will live in infamy, have sullied Tata Sons’ reputation and have imperilled the image of corporate India. No spin doctoring can mask what happened,” he wrote.

He also expressed concern over the differences between Noel Tata and N Chandrasekaran.

“I am saddened by the current divide between Noel and Chandra. They should remember Lord Krishna’s words in the Mahabharata: ‘Whatever a great person does, common people follow. Whatever standards he sets by example, the world pursues’,” he said.

Khambata said his decision to leave was guided by his understanding of the responsibilities of a trustee and the need to preserve the Tata model.

“For me it has always been a matter of conscience, issue by issue. Ratan Tata asked me to do what was right regardless of personal cost, and that ethos guided all my actions as Trustee, though I claim no infallibility,” he wrote.

He concluded by questioning whether those entrusted with the Tata model had maintained the values on which it was built, leaving the judgment to history.