Tata Trusts vice chairmen Vijay Singh, Venu Srinivasan inform trustees in letter they weren’t consulted on Tata Sons reorganisation

Mumbai: A fresh rift has emerged within Tata Trusts over a proposal to reorganise Tata Sons, with two senior trustees of Sir Dorabji Tata Trust saying they were not consulted before a letter supporting the plan was sent to the holding company.

Venu Srinivasan and Vijay Singh, vice chairmen and trustees of Sir Dorabji Tata Trust (SDTT), said they were surprised to receive a copy of a Sept. 28 letter addressed to the Tata Sons board and learn about an accompanying press release from public sources.

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The letter purportedly represented SDTT and Sir Ratan Tata Trust in their capacity as majority shareholders of Tata Sons, the trustees said in a Sept. 30 letter to SDTT trustees, reviewed by ET.

The letter was copied to the trustees of Sir Ratan Tata Trust.

“No meeting of the Trustees of SDTT was held to discuss or deliberate on this issue before the Letter was sent to Tata Sons,” they said. They also said they were unaware whether the other trustees had been consulted.

The Sept. 28 letter called on the Tata Sons board to consider and approve a proposed reorganisation involving the merger of Tata Electronics Systems Solutions Private Limited and Tata Consulting Engineers Limited into Tata Sons.

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The stated objective was for Tata Sons to cease being an NBFC or a core investment company. A press release announcing the proposal was issued on the same day in the name of the “Tata Trusts”, the trustees said.

The two SDTT trustees said neither the letter nor the press release could be considered the collective position of the trust because no meeting had authorised them.

“As no meeting of the Trustees of SDTT authorised the Letter or the Press Release, neither can be said to reflect the collective, institutional position of SDTT,” they said.

The trustees also questioned whether a shareholder should direct the Tata Sons board to approve a restructuring that falls within the board’s independent decision-making responsibilities.

“A shareholder may express its considered wishes or propose a course of action to a company, but decision-making on that proposal is a matter entrusted to the company’s Board,” they said, adding that the board should independently evaluate the proposal and its legal, regulatory, financial and commercial implications. Letter dated September 30, 2026.pdf

The proposed restructuring involves the merger of two operating companies, regulatory approvals and the surrender of Tata Sons’ certificate of registration, with potential consequences for the holding company and its group companies, employees and regulators, the trustees said.

The trustees said the proposal also needed to be considered against the Reserve Bank of India’s Sept. 11 response to Tata Sons’ application to surrender its registration. The RBI response directed Tata Sons to comply with norms applicable to an NBFC-Upper Layer, according to the letter.

The trustees said decisions taken by the trusts in 2025 had been made before the RBI’s latest response and therefore could not be treated as determinative of the options now available to Tata Sons.

They also questioned whether the proposed restructuring could have implications for the charitable status of the trusts if their communication were construed as directing commercial decision-making at Tata Sons.

“This is an issue which the Trusts had fought during RNT’s time,” the trustees said, referring to Ratan Naval Tata. They questioned whether the current actions could endanger the position of the trusts and the underlying asset value of the trusts.

The letter called for collective deliberation by SDTT trustees before any institutional position was taken.

“SDTT’s decisions derive their legitimacy from collective deliberation and proper governance process,” Srinivasan and Singh said, adding that trustees should have an opportunity to consider relevant material and participate in decision-making when communication is made in the trust’s name.