Tata Sons nominee director Venu Srinivasan seeks inquiry into Tata Trusts governance

Tata Sons nominee director Venu Srinivasan has sought a regulatory inquiry into the governance of the Sir Dorabji Tata Trust one of the charitable entities that collectively control about 66 per cent of the holding company reported news agency PTIIn a letter to Maharashtras Charity Commissioner Srinivasan has alleged that there have been attempts to constrain his independent role as a nominee director on the Tata Sons board He sought an immediate inquiry into the administration and governance of SDTT including the appointment and continued status of the existing perpetual Trustee Noel Tata and circumstances surrounding the appointment of Noel Tatas son Neville N TataI write to bring to your attention serious concerns regarding the composition administration and governance of Sir Dorabji Tata Trust SDTT including matters arising from the amendments to the Maharashtra Public Trusts Act 1950 MPT Act which came into effect on September 1 2025 as well as certain subsequent decisions and actions concerning the administration of SDTT he wroteSays SDTT tried to prevent him from voting on Tata Sons listingReferring to Circular Resolution No 107 which he says was issued by Sir Dorabji Tata Trust SDTT on September 16 was aimed to prevent him from participating in or voting on the proposed listing of Tata SonsThis was an extraordinary attempt to prevent me from exercising my independent judgement and vote and to neutralise my position as a Trustee because it differed from that of certain other TrusteesMore 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 Viewed alongside my earlier exclusion in November 2025 it forms part of a continuing effort to suppress differing views and concentrate decisionmaking power within a smaller group of Trustees he saidSrinivasan is a trustee of the Tata Trusts and also their nominee on the Tata Sons board and had backed the reappointment of Chairman N Chandrasekaran for a third fiveyear term and supported moving ahead with the listing process during the board meetingAlleges Tata Trusts too involved in commercial affairsSrinivasan in the letter also alleged that the trusts have become too directly involved in Tata Sons commercial affairs and said it raises questions about the charitable trusts governance obligationsThe Tata Trusts themselves acting through their Chairman Noel Tata 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 he saidA matter of serious concern is the increasing involvement of SDTT and Tata Trusts in the commercial and strategic affairs of Tata Sons Private Limited SDTT is a public charitable trust and its substantial shareholding in Tata Sons cannot be permitted to result in the Trust itself assuming the functions of a commercial enterprise or participating directly in the conduct of Tata Sons business affairs Srinivasan addedHe specifically pointed out Tata Trusts move to oppose Tata Sons listing The Trusts statement that all available options and not listing alone should be thoroughly explored and assessed on an immediate basis and the proposal tabled by Noel Tata concerning liquidity for the Shapoorji Pallonji GroupWarns of possible tax consequencesThe tax consequences of such conduct are substantial he said adding the Incometax Act 2025 restricts the carrying on of commercial activities by registered nonprofit organisationsA contravention constitutes a specified violation may result in cancellation of the Trusts incometax registration and consequent loss of the tax exemption attaching to such registration he saidWhere registration is cancelled Section 352 tax on accreted income may additionally result in tax at the maximum marginal rate on the Trusts accreted income computed broadly by reference to the fair market value of its assets less liabilities and statutory exclusionsSDTT he said was constituted under a Trust Deed dated March 11 1932 by the Late Sir Dorabji Tata for charitable purposes including education health relief in natural disasters research promotion of industry science charitable institutions and other similar objects of public benefitGiven the substantial value of SDTTs shareholding in Tata Sons the potential consequences for the Trust and its charitable corpus could therefore be immense he addedThe Trustees are therefore exposing the Trust and its charitable corpus to potentially immense fiscal consequences by involving the Trust directly in commercial activities which may not be incidental to its charitable objects Such conduct constitutes mismanagement of the affairs and property of SDTT and a breach of the duties owed by its Trustees Srinivasan saidAsks Charity Commissioner to investigate the administration of SDTTSrinivasan asked the Charity Commissioner to investigate the administration and composition of SDTT and depending on the findings take action including suspension or removal of trustees according to PTIHe has also sought directions limiting Noel Tatas participation in certain SDTT decisions concerning Tata Sons and has asked that the composition of the SDTT board be frozen pending the inquiryWith inputs from PTI