MC EXCLUSIVE Majority of trustees vote against Mehli Mistry’s reappointment at Tata Trusts

The Sir Dorabji Tata Trust and the Sir Ratan Tata Trust, the two principal philanthropic arms of the Tata group, are managed by separate boards of trustees with overlapping members

Mehli Mistry, a close associate of Ratan Tata and a trustee of the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT), is facing the end of his term. According to people familiar with the matter, a majority of trustees have not supported his reappointment.

Sources said the vote took place earlier this week after resolutions were circulated for the renewal of trustees Venu Srinivasan and Mehli Mistry. While Srinivasan’s reappointment — proposed by Mistry on October 19 — was approved, Mistry’s renewal did not receive majority backing. Trustees Noel Tata, Venu Srinivasan and Vijay Singh voted against his continuation, the sources said.

Two Trusts

The Sir Dorabji Tata Trust and the Sir Ratan Tata Trust, the two principal philanthropic arms of the Tata group, are managed by separate boards of trustees with overlapping members. According to the official Tata Trusts website, the Sir Dorabji Tata Trust has six trustees —  Noel Tata, Srinivasan, Singh, Pramit Jhaveri, Mistry and Darius Khambata. The Sir Ratan Tata Trust has seven trustees — Noel Tata, Srinivasan, Singh, Jimmy N Tata, Jehangir HC Jehangir, Mistry, and Khambata. Both trusts share a similar governance structure, with multiple trustees serving on both boards.

It is not clear which side Jimmy Tata, the younger brother of the late Ratan Tata and a trustee of the Sir Ratan Tata Trust, is supporting amid the ongoing divisions within the Tata Trusts.

It is not clear how the decision to not renew Mistry’s term  will impact management and operations of the public charitable  trusts in question, given the fact that he is now likely to challenge the move legally.

This is the first instance in recent years where the Trusts have used a majority vote to decide a trusteeship renewal.

October 17, 2024 Resolution

A governance resolution adopted on October 17, 2024, removed tenure limits for trustees. According to the minutes of that meeting, reviewed by Moneycontrol, every member were to be reappointed after the expiry of their term “without any limit being attached to the period of reappointment". The resolution, according to sources, was intended to provide continuity in the post-Ratan Tata phase and allowed lifetime trusteeships, subject to review when a member turned 75.

The resolution emphasised that these provisions are “interlinked and interconnected”, warning that any departure would “alter the foundation of the new governance regime” following Ratan Tata’s tenure. It further said any trustee voting against these collectively agreed principles “will be in breach of their commitment and is not fit and proper to serve on Tata Trusts".

The 2024 resolution created an executive committee of Noel Tata, Mistry, Srinivasan and Singh to oversee decisions on Tata Sons’ shareholding and the Trusts’ operations. Notably,  the resolution also endorsed Noel Tata’s role as chairman of Tata Trusts and as a director on the Tata Sons board, while preventing any overlap in chairmanships between the two entities.

Tata Trusts, which together hold about 66 percent of Tata Sons — the holding company of the Tata Group — are seeing growing differences among trustees. What began as procedural queries over governance and process has turned into a larger debate on how the Trusts should exercise their oversight over Tata Sons and take key decisions that affect the future direction of the $300-billion group.

According to people aware of the matter, the divergence centres on how the Trusts’ supervisory powers are applied in practice and to what extent trustees are consulted on strategic and financial matters. There is also a parallel discussion — though not formally on the agenda — on whether Tata Sons should eventually list.