Tata feud: Venu Srinivasan, Vijay Singh hit back at Khambata, accuse him of ignoring governance failures

Tata Trusts Vice-Chairmen Venu Srinivasan and Vijay Singh have launched a strong rebuttal to fellow trustee Darius Khambata’s criticism of the Tata Sons board’s September 17, 2026 decisions, accusing him of presenting an incomplete account of the dispute. They have questioned whether his opposition to listing the group holding company is driven by the interests of the Tata institutions or by a desire to keep control in the hands of the Trusts’ present leadership.In a five-page letter dated November 11, 2026, the two trustees challenged Mr. Khambata’s arguments on the Reserve Bank of India’s (RBI) regulatory position, the proposed listing of Tata Sons, the fiduciary responsibilities of Trust nominees, and the circumstances surrounding the reappointment of Chairman N. Chandrasekaran.They also questioned his account of the events leading to the September board meeting, asking why he had not objected when an earlier unanimous decision to renew Mr. Chandrasekaran’s tenure was allowed to remain unresolved for seven months.The unusually direct exchange exposes the depth of divisions within the Tata Trusts, which collectively hold about 66% of Tata Sons, the holding company of the $277 billion conglomerate. At stake is not merely whether Tata Sons should remain privately held, but also the balance of authority between its controlling charitable shareholders and the company’s board.Trusts Chairman Noel Tata and Mr. Khambata have opposed Mr. Chandrasekaran’s reappointment for another five-year term and resisted listing Tata Sons, arguing that a public listing could undermine the distinctive governance structure of the Tata Group and the Trusts’ ability to safeguard its long-term interests.Mr. Srinivasan and Mr. Singh, however, have backed the board’s decision to reappoint Mr. Chandrasekaran, and argued that the company must respect regulatory requirements, including the RBI’s listing framework.RBI decision cannot be blamed on advocacyOn the central question of listing, the two rejected Mr. Khambata’s contention that Tata Sons’ engagement with the RBI had been neither meaningful nor successful. They said discussions with the regulator began in 2023, leading to the repayment of debt and an application for deregistration in March 2024, and continued thereafter. Trustees had been kept informed throughout, and none had questioned the adequacy of the engagement at the time, they said.The RBI’s decision after a two-year review, that Tata Sons must continue to comply with the regulatory framework for upper-layer non-banking financial companies (NBFCs), could not be attributed to inadequate advocacy, they argued. “If, by ‘meaningful’ advocacy, you mean advocacy that secures preferential treatment or circumvents the applicable rules, then that would not be consistent with the Tata model you seek to uphold,” they wrote.The RBI rejected Tata Sons’ application to surrender its NBFC registration in September 2026, effectively closing the route the company had pursued to avoid the listing requirement. The holding company had repaid more than ₹21,000 crore in debt before seeking deregistration in March 2024.Listing versus the Tata modelThe two trustees disputed Mr. Khambata’s assertion that listing Tata Sons would pose an existential threat to the charitable Trusts or the Tata model. They cited overseas companies, including Novo Nordisk, Hershey, Lundbeck and Demant, which have foundation or trust-linked ownership structures despite being publicly listed.Within the Tata Group, they pointed to Tata Consultancy Services, Tata Steel, Tata Power and Tata Motors as examples of listed companies undertaking large, long-term investments. “Disclosure and accountability bring discipline to how capital is allocated; they do not limit vision,” they said.They argued that listing would not sever the relationship between Tata Sons and the Trusts, which would continue as shareholders and retain their entitlement to dividends that fund charitable activities. Invoking the late Ratan Tata’s creed, “Whatever India needs”, they said national service must also encompass respect for the country’s laws and institutions, including the RBI.In one of the sharpest passages, they questioned whether the opposition to listing was genuinely about preserving the Tata model or about retaining control over Tata Sons. They also argued that the Trusts’ tax-exempt status and public purpose required them to prioritise their charitable objects rather than control of a commercial enterprise.Dispute over trustees’ role and board independenceMr. Srinivasan and Mr. Singh challenged Mr. Khambata’s interpretation of the Supreme Court’s judgment in the Tata-Mistry dispute, particularly his argument on the obligations of Trust-nominated directors. They said the judgment had upheld Tata Sons’ Articles of Association and the legitimate exercise of powers by its board and majority, but had not extinguished directors’ fiduciary obligations to the company, or turned Trust nominees into delegates required to follow the Trusts’ instructions regardless of the company’s interests.Mechanically requiring nominees to vote according to the Trusts’ position would undermine independent board judgment and the principle of corporate democracy, they argued.The trustees also revisited a September 11, 2025 vote in which four trustees, including Mr. Khambata, opposed renewing Mr. Singh’s tenure as a Trust nominee director on the Tata Sons board. Mr. Khambata had described the decision as necessary to strengthen opposition to listing and preserve the Trusts’ veto.The two argued that this effectively made a board appointment contingent on securing a particular voting outcome rather than assessing the nominee’s merit. They added that Tata Sons’ Articles of Association contemplated differences of opinion among Trust-nominated directors and provided a mechanism to resolve them.Seven months of leadership uncertaintyA substantial part of the letter focuses on the events preceding the September 17, 2026 board meeting, which culminated in Mr. Chandrasekaran’s reappointment for another five-year term. The trustees laid out a chronology beginning on July 28, 2025, when the boards of the Sir Dorabji Tata Trust and the Sir Ratan Tata Trust unanimously recommended his reappointment.Mr. Khambata had supported and, according to the letter, drafted that resolution. They said the position changed after two new trustees were inducted into the Sir Dorabji Tata Trust in November 2025, altering its internal balance.In February 2026, the earlier recommendation was no longer being acted upon and the reappointment was deferred, and the resulting uncertainty continued for seven months until the Tata Sons board acted on September 17.They cited a July 10, 2025 communication in which Mr. Khambata had described Mr. Chandrasekaran’s results and future plans as “even more impressive than I’d imagined”, adding that the late Ratan Tata “would have been elated”. They asked what had changed between that assessment and his subsequent opposition, other than the composition of the Trusts.“A Trustee is free to revise his view, as you accept of others. But one who praised the Chairman in those terms and then stood by passively while his reappointment was left in doubt for seven months, owes the Trusts and the public an explanation,” they wrote.They also questioned why Mr. Khambata had not objected when earlier Trust resolutions were not implemented, and why he had proposed a trustee induction that, according to them, altered the balance the late Ratan Tata had sought to preserve.Board’s decision defendedExplaining the September 17 decision, the two said Mr. Chandrasekaran had decided not to seek another term after his current tenure ends in February 2027, following more than six months of uncertainty over his reappointment. They said the board’s Nomination and Remuneration Committee had unanimously asked him to reconsider, while the board was overseeing major investments in semiconductors, batteries, technology and aviation.The board acted to end an uncertainty it had not created, they argued, rejecting the suggestion that its decision was the origin of the governance crisis.The reappointment has itself been contested by Trusts Chairman Noel Tata, who has questioned its legality under the Articles of Association. The September 17 vote exposed a split among Trust-nominated directors, with Mr. Srinivasan supporting the reappointment and Mr. Noel Tata opposing it.The two also accused Mr. Khambata of overlooking the lack of consensus surrounding changes to the composition of the Sir Dorabji Tata Trust in November 2025. They invoked Ratan Tata’s decades-long role in building consensus within the two principal trusts, saying his moral authority had been earned through conduct rather than inherited through a designation. “Such authority cannot be inherited. It has to be earned, and it is not conferred by a title or a voting majority,” they wrote.A deeper institutional crisisThe letter’s broader argument is that the principal threat to the Tata model is not a stock market listing or an assertive board, but the erosion of collective decision-making and institutional independence. “The real threat to the Tata model is neither the listing of Tata Sons nor a Board that exercises independent judgment. It is the weakening of collective governance, the concentration of authority in a few individuals, and the erosion of the institutional independence that Mr. Ratan Tata spent a lifetime building,” they said.The outcome has implications beyond the immediate leadership dispute. A potential listing would bring greater public disclosure and shareholder scrutiny to the holding company, while continued opposition to listing could intensify questions over how Tata Sons intends to meet the RBI’s regulatory requirements.The two trustees ended by endorsing Mr. Khambata’s invocation of Ratan Tata’s principle that “the institution is always bigger than the individual” and that “duties are owed to institutions, not to individuals”. The principle must apply equally to every trustee and chairman, they said, calling for a constructive resolution in the interests of the Tata institutions.