- Senior advocate Darius Khambata declined reappointment as trustee of Tata Trusts
- Khambata criticised Tata Sons governance and RBI engagement over regulatory status
- He opposed Tata Sons listing and defended the private-company investment model
Senior advocate Darius Khambata has declined reappointment as trustee of the Sir Dorabji Tata Trust and Sir Ratan Tata Trust, sharply criticising the handling of the Tata Sons governance dispute, the engagement with the Reserve Bank of India (RBI) over its regulatory status and attempts to separate the holding company from its charitable owners.
In a letter dated Nov. 2, addressed to Tata Trusts Chairman Noel Tata and CEO Siddharth Sharma, and seen by NDTV Profit, Khambata described the events of Sept. 17, 2026 as a day that would "live in infamy", saying they had "sullied Tata Sons' reputation" and "imperilled the image of corporate India".
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He questioned whether Tata Sons' board would have acted in the same manner had the late Ratan Tata been alive, adding that institutional obligations must take precedence over individuals.
Khambata was also critical of the outcome of the Trusts' engagement with the RBI over Tata Sons' regulatory position. "I do not believe that the engagement with the RBI has been meaningful, much less successful," he wrote, questioning how Tata Sons could adopt listed-company transparency and reporting mechanisms even if it secured deregistration as a core investment company or restructured to avoid listing.
The criticism comes against the backdrop of the dispute over Tata Sons' listing obligations and the Trusts' opposition to taking the holding company public. Khambata said attempts to decouple Tata Sons from Tata Trusts threatened the foundations of the Tata model.
The letter revisits two resolutions passed by the Trusts on July 28, 2025. The first reaffirmed opposition to listing, reposed confidence in N Chandrasekaran to engage with the RBI in support of Tata Sons' deregistration application, and linked the anti-listing position to providing an exit and liquidity to the Shapoorji Pallonji group. The second supported a third term for Chandrasekaran as chairman, a position Khambata said had since been overtaken by events in August and September 2026.
Khambata said he had drafted the anti-listing resolution, which was passed unanimously, and first described a potential listing as "existential" for the Trusts at a May 28, 2025 meeting. He maintained that opposition to listing must go hand in hand with providing liquidity to the SP Group through a sale of some or all of its shares.
A significant part of the letter concerns the special rights of Tata Trusts under Tata Sons' Articles of Association. Invoking the Supreme Court's judgment in Tata v Mistry, Khambata said the ruling validated these rights as well as the special duties of nominee directors appointed by public charitable trusts.
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He argued that Trust nominee directors could not act against the interests of the trusts merely because they also owed duties to the company. "There cannot be two classes of trustees," he wrote, adding that all trustees owed equal fiduciary duties to the Trust.
Revisiting the Sept. 11, 2025 decision by four trustees not to renew Vijay Singh's tenure as a Tata Sons nominee director, Khambata said the move was intended to strengthen opposition to listing and was not personal. He alleged that Singh and Venu Srinivasan subsequently changed their position in April 2026 and favoured listing, without explaining the shift to fellow trustees.
Defending the unlisted structure, Khambata said Tata Sons' private-company status had enabled long-term investments and decisions that might not have been possible under the pressure of listed-company returns. He cited investments in Air India and semiconductors, alongside the repayment of Tata Finance depositors and funding of Tata Telecommunications' losses.
Describing the Tata model as a manifestation of Mahatma Gandhi's trusteeship doctrine, he said Tata Sons and Tata Trusts could not be meaningful independently of each other.
Khambata said he would not seek another term because trustee reappointment required the agreement of all other trustees, a process he believed could compromise his independence. He had originally joined both trusts at the invitation of Ratan Tata.
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