Tata Trusts Rift: Venu Srinivasan Alleges 'Power Grab', Wants Board Changes Frozen

Venu Srinivasan, a trustee of Sir Dorabji Tata Trust (SDTT) and a nominee director on the Tata Sons board, has asked the Maharashtra Charity Commissioner for an immediate inquiry into the trust's administration and governance. In a letter titled "Illegal and Irregular Appointment of Perpetual Trustee and Serious Governance Lapse", he says he is acting "with a view to preserving the institutional integrity and proper administration of SDTT". He has also sought a freeze on any change to the SDTT board while the inquiry is on.

Srinivasan alleges that SDTT's Circular Resolution No. 107, circulated on September 16, was "an extraordinary attempt to prevent me from exercising my independent judgement and vote". He says it was also meant "to neutralise my position as a Trustee because it differed from that of certain other Trustees".

"More fundamentally, it was an attempt to effect a power grab within SDTT and, through it, to dictate what Tata Sons should do instead of allowing its Board to objectively evaluate the available alternatives on their merits," Srinivasan writes.

He links the circular to his exclusion in November 2025. "Viewed alongside my earlier exclusion in November 2025, it forms part of a continuing effort to suppress differing views and concentrate decision-making power within a smaller group of Trustees," the letter says.

Srinivasan has asked the Commissioner to:

- Order an inquiry into the appointment and continued status of the perpetual trustee, and the basis on which Noel Tata holds the chairmanship of Tata Trusts. The inquiry should also cover the circumstances of Neville Tata's appointment and Srinivasan's own exclusion from the decision-making process, and SDTT's involvement in the commercial and strategic affairs of Tata Sons.
- Direct SDTT not to hold meetings or circular resolutions on its administration, management or composition until the Inspector's inquiry report is submitted, under Section 36A(1) of the Maharashtra Public Trusts (MPT) Act, 1950.
- Maintain status quo on the board, with no appointment, reappointment, induction, removal, retirement or other change until further directions.
- Direct Noel Tata to recuse himself from SDTT decisions on nominating or authorising anyone to vote at Tata Sons general meetings, and bar him from acting as nominee, representative or proxy for SDTT or any other shareholding trust at such meetings.
- Direct Noel Tata to abstain, as nominee director of SDTT and Sir Ratan Tata Trust (SRTT), on Tata Sons board matters covered by Article 121 of its Articles of Association.
- Suspend or remove trustees, if the findings warrant it.

The trustee list in the letter shows six trustees: Noel Tata (perpetual), Srinivasan, Vijay Singh, Darius Khambata, Neville Tata and Bhaskar Bhat. Khambata's three-year term is due for renewal on November 9, 2026.

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Commercial role and tax risk

Srinivasan also alleges that SDTT and Tata Trusts have taken a direct role in the commercial and strategic affairs of Tata Sons. He argues that the trust's "substantial shareholding in Tata Sons cannot be permitted to result in the Trust itself assuming the functions of a commercial enterprise".

He cites two Tata Trusts press releases from September 17. One asked Tata Sons to explore options other than listing. After the Reserve Bank of India's (RBI) communication of September 11, Tata Trusts said "all available options, and not listing alone, should be thoroughly explored and assessed on an immediate basis", the letter records.

The other release recorded that Noel Tata had placed a proposal before the Tata Sons board to provide liquidity to the Shapoorji Pallonji (SP) Group. According to the letter, it involved a two-tranche buy-out, a selective capital reduction through the National Company Law Tribunal (NCLT) and various sources of financing. Noel Tata also asked the board to "authorise the operating team of Tata Sons and the Tata Trusts to continue discussions with the SP Group, and the bankers", the letter states.

"Accordingly, the Tata Trusts themselves, acting through their Chairman and operating team, have assumed a direct role in identifying, negotiating and seeking implementation of substantial commercial transactions concerning Tata Sons. Such activities go materially against the charitable objects and obligations of the Trust," Srinivasan says.

Under Section 345 of the Income-tax Act, 2025, a registered non-profit can carry on commercial activity only if it is incidental to its objects and separate books are kept. Section 346 separately caps commercial receipts at 20% for organisations advancing objects of general public utility. Srinivasan says a breach of Section 345 is a "specified violation" under Section 351 and can lead to cancellation of the trust's registration. Section 352 could then tax its accreted income at the maximum marginal rate.

"Given the substantial value of SDTT's shareholding in Tata Sons, the potential consequences for the Trust and its charitable corpus could therefore be immense," he writes. He accuses the trustees of "mismanagement of the affairs and property of SDTT and a breach of the duties owed by its Trustees".

Background

Srinivasan was among four of five Tata Sons directors who voted in favour of the proposed listing, with Noel Tata the lone vote against. He had rejected the SDTT resolution as illegal and without authority. Tata Trusts has since challenged the board's decision to reappoint N Chandrasekaran as chairman, calling it illegal.

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