Tata Trusts Rift: Minutes of meeting reveal how Noel Tata stood by Vijay Singh

Minutes indicate that Noel Tata and Venu Srinivasan noted that information had generally been shared, with one exception, and highlighted the need to balance fiduciary duties as Tata Sons directors with responsibilities as trustees

Differences within Tata Trusts, one of India's oldest philanthropic institutions, became evident during a board meeting held on September 11, particularly regarding Mehli Mistry's nomination to the Tata Sons board, according to minutes of the meeting accessed by The Times of India.

Mistry, a trustee and close associate of Ratan Tata, reportedly stated 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 expressed that he was "dismayed" by Noel's reluctance to support his nomination.

The minutes highlighted tensions among the seven trustees during discussions on the reappointment of vice chairman Vijay Singh, 77, as a nominee director on the Tata Sons board. The record shows that some trustees voted against Singh, proposing Mistry as a "more forceful voice to represent Trusts' views."

Supporters of Mistry indicated that he was not actively seeking the role but was deemed the appropriate choice given the "time and effort involved." Noel Tata and Venu Srinivasan, however, remained in favour of Singh, citing his loyalty to Ratan Tata and the Tata group during challenging periods. All trustees except Singh, a former defence secretary, attended the meeting.

The minutes also noted that Mistry had requested Singh's presence for a thorough discussion, but Singh had declined to attend any review of his role as nominee director.

According to The Times of India, Tata Trusts had established in October 2024-when Noel became chairman following Ratan Tata's death-that nominees for the Tata Sons board would be reviewed annually after turning 75.

Trustee Darius Khambata, a senior counsel and former advocate general of Maharashtra, emphasised that the review was not a reflection on Singh personally but related to broader "existential issues confronting the Tata Group." He highlighted concerns regarding the impending listing of Tata Sons and the need for a "more forceful voice to represent Trusts' views" on the board. Khambata noted that four trustees-Mistry, Pramit Jhaveri, Jehangir Jehangir, and himself-felt Mistry was the most suitable candidate, even though Mistry had not expressed a desire to join the board.

Jehangir, chairman of Jehangir Hospital, Pune, supported Khambata's view, noting the need to "more forcefully convey the viewpoint of Tata Trusts on Tata Sons board" given the current circumstances and the proposed listing.

Noel Tata, according to the minutes, argued that Singh had supported Ratan Tata and the Trusts during one of their most challenging periods-likely referencing the legal dispute involving former Tata Group chairman Cyrus Mistry-and saw no reason for a review. He also noted Singh's support from Tata Sons chairman N. Chandrasekaran and suggested that Singh could have been allowed to complete his term or at least continue until March 31, 2026.

Venu Srinivasan expressed agreement, stating the matter required more time and discussion among trustees, cautioning that a premature decision could signal internal divisions. Jhaveri pointed to existing divisions since October 2024, citing a lack of transparency on matters such as Article 121A and document redactions, and urged Noel and Srinivasan to consider why some trustees felt alienated.

Minutes indicate that Noel and Srinivasan noted that information had generally been shared, with one exception, and highlighted the need to balance fiduciary duties as Tata Sons directors with responsibilities as trustees. Mistry raised the reappointment of an independent director on Tata Sons board as an issue he felt should have been discussed with trustees in advance.

Khambata observed that a perception had emerged of two classes of trustees-those who were nominee directors and those who were not-but reiterated that the matter was about ensuring a "forceful voice on Tata Sons board" concerning listing and other key issues.

When asked if he supported Mistry's nomination, Noel reportedly responded in the negative. Mistry, in turn, expressed dismay, noting his past support for Noel's chairmanship at the Trusts. As Mistry's nomination was a proposal and not a formal resolution, no vote was required.

Ultimately, the Trusts voted on Singh's reappointment as nominee director. Mistry, Khambata, Jehangir, and Jhaveri favored a change, while Noel and Srinivasan opposed it. Following the vote, Singh resigned from the Tata Sons board after the majority of trustees did not support his reappointment, according to The Times of India.