MUMBAI: Differences in Tata Trusts, one of India's oldest philanthropic institutions, which opened up on September 11 during a board meeting, seem most stark on the issue of Mehli Mistry 's nomination to the Tata Sons board, as per minutes of the meeting, to which TOI has been given access. Mistry, a trustee and confidant of Ratan Tata , made it clear at one point that he had "continuously supported Noel (Tata) at all times, including when you were being considered for the chairman's role" at Tata Sons and he was "dismayed" by Noel's unwillingness to back him for the Tata Sons board.
This was the pivotal moment exposing the differences between the seven trustees after a discussion around the reappointment of vice chairman Vijay Singh , 77, as a nominee director on Tata Sons board. The minutes laid bare the key points from the discussions including the vote against Singh and the proposal to replace him with Mistry as a "more forceful voice to represent Trusts' views." The faction backing Mistry said he was not keen on the position himself but "given the time and effort involved" he was the right choice. Noel and Venu Srinivasan , however, remained steadfast in their support for Singh saying he had stood by Ratan Tata and the Tata group in one of their most difficult phases. All trustees except Singh, a former defency secretary, attended the meeting.
The meeting notes reveal that Mistry had requested Singh to be present at the meeting for an informed discussion. But Singh had indicated that he did not want to be present at any meeting reviewing his role as a nominee director. The Tata charities had set a rule in October 2024 -when Noel took over as chairman following Ratan Tata's death-to annually review their nominees for Tata Sons after they turned 75.
'Need a more forceful voice to represent Trusts'
Trustee Darius Khambata, a senior counsel and former advocate general of Maharashtra, underscored that the review had nothing to do with Singh per se but was related to "existential issues confronting the Tata Group". He noted that "this was a crucial time for the Tata Group given concerns related to listing" of Tata Sons and "efforts required to be made in that regard".
He mentioned that four trustees - Mistry, Pramit Jhaveri, Jehangir Jehangir and himself - believed the Tata Sons board required a "more forceful voice to represent Trusts' views". They suggested Mistry for the role. Khambata emphasised that Mistry had no desire to join Tata Sons board and had urged the three to take it. Yet, they chose him as the best option to represent Trusts, especially "given the time and effort that would be required in the present circumstances".
Agreeing with Khambata, Jehangir, chairman of Jehangir Hospital, Pune, said given the present circumstances facing the Tata Group, particularly the impending listing of Tata Sons, he too felt a "change in nominee directorship was warranted to more forcefully convey the viewpoint of Tata Trusts on Tata Sons board".
Noel Tata said that Singh had stood by Ratan Tata and the Trusts during one of their most difficult times in history (likely alluding to the legal clash against former Tata Group chairman and Noel's late brother-in-law Cyrus Mistry) and had given no grounds that necessitated such a review. Noel added that Singh also had the full support of Tata Sons chairman N Chandrasekaran , and "it would be the first time that a nominee director was being asked to leave before the expiry of their term".
Noel felt that it may have been more appropriate "if Singh was allowed to complete his term or at least continue till March 31, 2026". The Trusts' vice-chairman Venu Srinivasan , industrialist and chairman emeritus, TVS Motor Company, concurred with Noel. He opined that this matter should have been given more time and "socialised" among trustees before arriving at any decision. He noted that "this would set a bad precedent at Trusts and would convey the impression of divisions within".
Jhaveri, former vice-chairman (banking), Citi Apac, pointed out that since October 2024 "there have been divisions within Trusts. The way things have been done has left some trustees distressed, in particular due to a lack of transparency in functioning, not being informed on matters relating to Article 121A, redacting of matters etc." He urged Noel and Srinivasan to "introspect as to why there was a sense of alienation among trustees". Both Noel and Srinivasan are nominee directors on Tata Sons board.
According to the minutes, Noel & Srinivasan said that information had been shared, except in one instance previously, and that they had to balance their fiduciary duties as directors on Tata Sons board vis-a-vis their responsibilities as trustees. Mistry drew attention to the reappointment of an independent director on Tata Sons board which he called a shareholders' issue that should have been brought to notice of the trustees in advance.
Khambata said, "there was a feeling, howsoever unfortunate it may be, that two separate classes of trustees had been created within Trusts - those who were nominee directors and those who were not". He reiterated that while all trustees had the greatest regard for Singh, the issue was not about him but about "having a forceful voice on Tata Sons board with regard to listing and other important matters." Khambata then asked Noel if he supported Mistry's candidature on Tata Sons board, to which he replied in the "negative," without dwelling on the reasons for it, read the minutes. Mistry said that "he had continuously supported Noel at all times, including when he was being considered for the chairmanship position of Trusts and he, therefore felt dismayed by this statement." Since Mistry's candidacy was a proposal and not a resolution, it didn't call for a vote.
The Trusts then voted on Singh's nominee directorship. Mistry, Khambata, Jehangir, and Jhaveri chose change, while Noel and Srinivasan opposed it. Singh resigned from Tata Sons board after his reappointment was opposed by the majority of trustees.
This was the pivotal moment exposing the differences between the seven trustees after a discussion around the reappointment of vice chairman Vijay Singh , 77, as a nominee director on Tata Sons board. The minutes laid bare the key points from the discussions including the vote against Singh and the proposal to replace him with Mistry as a "more forceful voice to represent Trusts' views." The faction backing Mistry said he was not keen on the position himself but "given the time and effort involved" he was the right choice. Noel and Venu Srinivasan , however, remained steadfast in their support for Singh saying he had stood by Ratan Tata and the Tata group in one of their most difficult phases. All trustees except Singh, a former defency secretary, attended the meeting.
The meeting notes reveal that Mistry had requested Singh to be present at the meeting for an informed discussion. But Singh had indicated that he did not want to be present at any meeting reviewing his role as a nominee director. The Tata charities had set a rule in October 2024 -when Noel took over as chairman following Ratan Tata's death-to annually review their nominees for Tata Sons after they turned 75.
'Need a more forceful voice to represent Trusts'
Trustee Darius Khambata, a senior counsel and former advocate general of Maharashtra, underscored that the review had nothing to do with Singh per se but was related to "existential issues confronting the Tata Group". He noted that "this was a crucial time for the Tata Group given concerns related to listing" of Tata Sons and "efforts required to be made in that regard".
He mentioned that four trustees - Mistry, Pramit Jhaveri, Jehangir Jehangir and himself - believed the Tata Sons board required a "more forceful voice to represent Trusts' views". They suggested Mistry for the role. Khambata emphasised that Mistry had no desire to join Tata Sons board and had urged the three to take it. Yet, they chose him as the best option to represent Trusts, especially "given the time and effort that would be required in the present circumstances".
Agreeing with Khambata, Jehangir, chairman of Jehangir Hospital, Pune, said given the present circumstances facing the Tata Group, particularly the impending listing of Tata Sons, he too felt a "change in nominee directorship was warranted to more forcefully convey the viewpoint of Tata Trusts on Tata Sons board".
Noel Tata said that Singh had stood by Ratan Tata and the Trusts during one of their most difficult times in history (likely alluding to the legal clash against former Tata Group chairman and Noel's late brother-in-law Cyrus Mistry) and had given no grounds that necessitated such a review. Noel added that Singh also had the full support of Tata Sons chairman N Chandrasekaran , and "it would be the first time that a nominee director was being asked to leave before the expiry of their term".
Noel felt that it may have been more appropriate "if Singh was allowed to complete his term or at least continue till March 31, 2026". The Trusts' vice-chairman Venu Srinivasan , industrialist and chairman emeritus, TVS Motor Company, concurred with Noel. He opined that this matter should have been given more time and "socialised" among trustees before arriving at any decision. He noted that "this would set a bad precedent at Trusts and would convey the impression of divisions within".
Jhaveri, former vice-chairman (banking), Citi Apac, pointed out that since October 2024 "there have been divisions within Trusts. The way things have been done has left some trustees distressed, in particular due to a lack of transparency in functioning, not being informed on matters relating to Article 121A, redacting of matters etc." He urged Noel and Srinivasan to "introspect as to why there was a sense of alienation among trustees". Both Noel and Srinivasan are nominee directors on Tata Sons board.
According to the minutes, Noel & Srinivasan said that information had been shared, except in one instance previously, and that they had to balance their fiduciary duties as directors on Tata Sons board vis-a-vis their responsibilities as trustees. Mistry drew attention to the reappointment of an independent director on Tata Sons board which he called a shareholders' issue that should have been brought to notice of the trustees in advance.
Khambata said, "there was a feeling, howsoever unfortunate it may be, that two separate classes of trustees had been created within Trusts - those who were nominee directors and those who were not". He reiterated that while all trustees had the greatest regard for Singh, the issue was not about him but about "having a forceful voice on Tata Sons board with regard to listing and other important matters." Khambata then asked Noel if he supported Mistry's candidature on Tata Sons board, to which he replied in the "negative," without dwelling on the reasons for it, read the minutes. Mistry said that "he had continuously supported Noel at all times, including when he was being considered for the chairmanship position of Trusts and he, therefore felt dismayed by this statement." Since Mistry's candidacy was a proposal and not a resolution, it didn't call for a vote.
The Trusts then voted on Singh's nominee directorship. Mistry, Khambata, Jehangir, and Jhaveri chose change, while Noel and Srinivasan opposed it. Singh resigned from Tata Sons board after his reappointment was opposed by the majority of trustees.
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