A funding of Rs 1,000 crore to the loss-making Tata International Ltd. (TIL) is at the centre of the rift at Tata Trusts, according to the minutes of the stormy Sept. 11 board meeting accessed by NDTV Profit.
The minutes reveal a stark division between trustees who are also nominee directors on the Tata Sons board—like Noel Tata and Venu Srinivasan—and other non-nominee trustees, including Pramit Jhaveri and Darius Khambata.
The non-nominee trustees have accused their counterparts of a severe "lack of transparency" and creating "two separate classes of trustees" by pushing through the massive funding without their knowledge, as per the minutes.
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The conflict hinges on the use of Article 121A of the Tata Sons Articles of Association, which grants nominee directors from the Trusts veto power over investments exceeding Rs 100 crore.
According to the minutes, Jhaveri pointed to a growing "sense of alienation amongst Trustees" and noted that divisions have been apparent since October 2024. He directly requested Noel Tata and the other nominee directors "to introspect" on the situation.
Adding to the charge, Khambata stated that the information gap has effectively created "two separate classes of Trustees," undermining the board's collective responsibility. He called for the Trusts to have a "more forceful voice on the Tata Sons Board" on existential issues, clarifying his concern was with governance and not any specific individual.
Notably, Tata Trusts owns the controlling stake in Tata Sons, which is the holding entity of the salt-to-software conglomerate.
At the Sept. 11 meeting, Noel Tata and Venu Srinivasan argued in their defence, saying that they had to balance their "fiduciary duties as Directors on the Tata Sons Board versus Trustee responsibility.", as per the minutes. They maintained that information had generally been shared, acknowledging only one previous exception.
The issue of funding to TIL was also raised at the August 2025 meeting of Tata Trusts, sources told NDTV Profit. The issue subsequently escalated, exposing a governance crisis and power struggle within the philanthropic bodies that control India's largest conglomerate. The fact that a thousand-crore lifeline was extended to a loss-making entity led by one of the decision-making trustees has raised questions about transparency.
Tata Trusts Sidesteps Tata Sons Row In 'Cordial' Board Meet: SourcesEssential Business Intelligence, Sharp Market Insights, Practical Personal Finance Advice, Daily Fuel, Gold and Silver Prices and Latest Stories — On NDTV Profit.
