On the morning of Tata Sons’ most consequential board meeting in years, the fight over whether the holding company must list, moved from a Trust circular to a director’s rebuttal. Late on 16 September, Sir Dorabji Tata Trust (SDTT) issued Circular No. 107 barring Venu Srinivasan from discussing or voting on a public listing of Tata Sons. Mr Srinivasan, who is vice-chairman on the two key Tata Trusts and serves on the board of Tata Sons, is understood to have written to the trustees to say that SDTT had no authority to silence him, and that even if it did, the Companies Act does not permit it to do so.
Clearly, the fireworks set off by Reserve Bank of India’s (RBI) letter of 11 September continue to reverberate through the group. After two years, RBI turned down Tata Sons’ request to surrender its Core Investment Company (CIC) registration and directed it to comply immediately with Upper Layer NBFC guidelines, which includes the listing of Tata Sons.
Circular 107, approved by Noel Tata, records that Srinivasan “shall not participate in deliberations/discussions in any manner and/or vote on any agenda item that pertains to the issue of public listing of Tata Sons” at the meeting on 17 September “or any other date.” The Trust’s chief executive was told to send the decision to Tata Sons’ company secretary for placement before the board forthwith. Mr Srinivasan is understood to have said that he will speak anyway and cannot be barred from doing so, since he owes a fiduciary duty to Tata Sons as well.
The circular had a detailed explanation for the chain of events. It points out that on 21 March 2024 the Tata Sons board resolved to repay outstanding debt, stop accessing public funds, and apply to RBI to operate as an unregistered CIC. The application was filed on 28 March 2024. The Trust says Tata Sons discharged about ₹30,000 crore of debt to stay an unlisted private company (this figure is higher than what has been in the public domain). On 28 May 2025, trustees of SDTT and Sir Ratan Tata Trust authorised the Tata Sons chairman to explore every route to keep that status unchanged, including a dialogue with the Shapoorji Pallonji group, which holds more than 18% in Tata Sons, for an exit. On 28 July 2025 both Trusts resolved, unanimously, that Tata Sons should remain unlisted and that the chairman should use 'best endeavours' to that end.
The circular notes that Mr Srinivasan was a party to those decisions and sits on the Tata Sons board as a nominee 'to represent the Trust’s interests'. That representation, SDTT now says, broke on 9 April 2026, when The Economic Times reported him supporting a listing of Tata Sons, to unlock value for minorities, to give the Shapoorji Pallonji group an exit, and to fund future growth. He has not disavowed the remark. The circular calls the statement “directly in conflict with and contrary to the unanimous resolution of the Trust” and concludes that he has “disabled himself from representing the interest of the Trust on this issue.”
Mr Srinivasan is understood to have expressed surprise at the attempt to rush through a circular resolution, late at night, mere hours before the Tata Sons board meeting in a manner designed to deny him a meaningful opportunity to respond.
He has reportedly pointed out that he was nominated as a Director to Tata Sons jointly by the two major trusts -- Sir Ratan Tata Trust (SRTT) and SDTT.
Hence, both would need to adopt a resolution barring him from participating in, or voting on, any agenda item before the board of Tata Sons. This has not happened.
Interestingly, SRTT has been under restraint from the Maharashtra Charity Commissioner and has not been able to convene trustee meetings for several months. SDTT, which has attempted to pass the resolution is the bigger of the two trusts.
Mr Srinivasan also points out that as a nominee director, he does not cease to be bound by his statutory and fiduciary duties to Tata Sons, merely on account of being a nominee of the trusts. In fact, he has claimed that he is obliged to exercise independent judgment on any matter that comes before the Board.
Tata Trusts, together, hold nearly 65% of the equity of Tata Sons. The Shapoorji Pallonji group holds about 18.37% and is desperately seeking listing. The two Trust nominees Noel Tata and Venu Srinivasan are the channel through which the controlling shareholder’s position is supposed to reach the board. Hence the circular resolution seeks to ensure that only Noel Tata’s views prevail.
The RBI backdrop is what makes the timing important. Tata Sons was first put in the Upper Layer in September 2022. The original three-year listing clock ran out in September 2025. Becoming debt-free and surrendering the CIC licence was the group’s route around that deadline. In August 2026 the RBI still kept Tata Sons on the Upper Layer list, 'without prejudice' to the pending application. Assets reported for the company are well above the current ₹1 lakh crore threshold to determine the upper layer eligibility. After rejecting Tata Sons application to escape the upper layer, the RBI has also filed a caveat in the Bombay High Court. This is to prevent the court from deciding on the issue, without RBI being heard, should Tata Sons approach the court.
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