Tata Group, one of India's oldest and largest conglomerates, is experiencing an internal conflict regarding leadership and the issue of public listing. At the center of the confrontation are two poles: the patriarch of the Noel Tata family, who heads Tata Trusts, and Natarajan Chandrasekaran, the chairman of the board of directors of Tata Sons, who is not related to the founding family but has the support of several influential corporate sponsors.
Tata Trusts manages a group of charitable organizations that control two-thirds of the conglomerate's parent company, Tata Sons Pvt. Chandrasekaran, referred to simply as Chandra, led this vast conglomerate for nearly ten years, during which time it entered the high-tech manufacturing market, including the production of iPhones and semiconductor chips.
As a result of an unusual board of directors rebellion, a decision was made on September 17 to extend Chandra's term by another five years and agree to the regulatory requirement for a public listing, despite objections from Noel on both issues. This escalating power struggle in the $185 billion conglomerate raises the central question of who actually controls the group.
Around Noel and Chandra are several other players who have not attracted as much attention but have played a key role in this conflict and will play a decisive role in its resolution. Among them are five individuals with significant influence in this corporate drama.
Venu Srinivasan
The 73-year-old honorary chairman of the two-wheeler manufacturer TVS Motor Co., Srinivasan supported Noel in his bid to become chairman of Tata Trusts in 2024 to replace Ratan Tata. A year later, Noel unanimously supported Srinivasan's appointment as vice-chairman among other trustees within a system that provides for lifetime tenure for trustees.
However, this agreement was broken before a crucial meeting of the Tata Sons board of directors, which prevented Noel from realizing his plans to increase his influence. Srinivasan, who started his career as a mechanic in his own workshop, is the longest-serving member of the Tata Sons board of directors, possessing institutional memory that predates almost all participants in the current struggle.
He and Noel represent trusts on the Tata Sons board, corresponding to a combined stake of 66% in the two charitable organizations. Thus, his vote against Noel's preferences effectively split the position of the main shareholder.
Srinivasan also became a key figure in triggering the chain of events that led to regulatory restrictions on one of the two main Tata trusts. In April, he filed a complaint with the government regulator overseeing charitable organizations regarding the governance structure of the Sir Ratan Tata Trust, or SRTT, where he himself is a trustee. The trusts stated in a May 16 announcement that they were unaware of his complaint until the regulator instructed SRTT to postpone the board meeting.
SRTT's inability to conduct regular board business led to the postponement of the Tata Sons annual general meeting, or AGM, last month, as a quorum could not be reached. If the restrictions on SRTT are lifted, Tata Trusts can easily overturn two contentious proposals at the shareholders' meeting and thereby block the listing of Tata Sons.
It is unknown why Srinivasan suddenly and sharply opposed Noel, but as long as they oppose each other, the trusts' position remains divided, weakening the trusts' influence over Tata Sons.
Shapoor Mistry
Long before Noel and Srinivasan began arguing about whether Tata Sons should go public, the closed billionaire Shapoor Mistry advocated for the company's IPO. The Mistry family has long been the most resolute proponent of taking Tata Sons public. This stance gained new strength after the Indian banking sector regulator refused to exempt Tata Sons from mandatory listing earlier this month.
His group, Shapoorji Pallonji, is the largest minority shareholder in Tata Sons, owning 18.4% of the shares, a legacy of relationships between the two clans dating back generations. This stake is the most valuable, yet also the least liquid asset of SP Group's debtors, unless the Tata holding changes the situation through a public market listing or a buyout of part of the SP stake.
Listing offers an obvious solution, as SP Group seeks early monetization of its shares to repay expensive debt. Thus, the construction conglomerate would be one of the biggest beneficiaries if Noel Tata's fight to keep Tata Sons private ultimately fails.
An interesting point is that these two are connected by marriage: Noel's wife is Alu Mistry, Shapoor's sister. However, the Mistry family's relationship with Tata Sons has been strained since the passing of Shapoor's brother, Cyrus Mistry, from the chairmanship in 2016 by Ratan Tata, Noel's younger half-brother, which triggered a long-running legal battle.
Amogh Kaloti
The modest office of the Commissioner of Charity of Maharashtra, where Amogh Kaloti works, conceals his role as a key figure in the battle for Tata. Kaloti's office oversees charitable trusts registered in the state, including Tata Trusts. A quiet former district judge, little known outside Maharashtra's legal circles, Kaloti has so far reviewed only one of the three complaints related to Tata—concerning the transfer of shares in 1989, which came under his jurisdiction.
The outcome of the other two complaints is yet to be determined. One is Srinivasan's complaint about the number of permanent trustees in SRTT. The second relates to governance issues and was filed by former trustee Mehli Mistry, who failed to secure reappointment to Tata Trusts at the end of last year.
In May, Kaloti's office ordered Tata Trusts to postpone the board meeting and suspend further interaction pending the investigation into alleged regulatory violations. It is these restrictions on SRTT, which holds a 23.6% stake in Tata Sons, that led to the cancellation of the scheduled Tata Sons AGM last month and continue to weaken Noel Tata's ability to influence decision-making.
The results of the investigations conducted by Kaloti's office may become more important as the Tata Sons dispute moves from the boardroom to shareholder votes and potentially to the Indian judicial system.
Saurabh Agrawal
Saurabh Agrawal maintains the impeccable appearance of the investment banker he once was. In 2017, he moved to the group from rival conglomerate Aditya Birla and now serves as the CFO of Tata Sons, as well as one of its contentious board members. He is widely considered Chandra's advisor, a numbers specialist, and one of the chairman's closest aides within Tata Sons.
This places him at the epicenter of almost every aspect of the current struggle: pressure from the banking sector regulator for listing, negotiations with Shapoorji Pallonji Group, Tata Sons' balance sheet, and the dysfunction of its board of directors. As CFO, Agrawal's responsibilities touch upon all financial decisions underpinning the current dispute, including Tata's massive capital needs for building semiconductors and iPhones, as well as the implications of a potential listing.
A serious question dividing Noel and Chandra is Chandra's insistence that Tata Group requires stricter financial discipline. At another board meeting this year, Noel posed difficult questions to Chandra about some loss-making divisions.
Jimmy Tata
Jimmy Tata, Noel's little-known half-brother, is a trustee of the Sir Ratan Tata Trust and two other small affiliated trusts, giving him access inside one of these organizations and the ability to participate in the ongoing conflict. However, this eighty-year-old man and younger brother of the former patriarch Ratan has thus far avoided Tata Group corporate affairs and the power struggles that have periodically shaken the business created by his family.
According to local media reports, he did not attend the Tata Trusts board meeting last year when Mehli could not be reappointed. Nevertheless, his position and vote could influence decisions in the charitable organizations controlling Tata Sons if he decides to exert influence. If Noel cannot count on Jimmy's support, it will deepen the fragmentation around him, exposing more serious disagreements within the family and institutions from which Noel draws his authority.
But while Jimmy remains in the shadows, independent directors on the Tata Sons board, such as Harish Manwani, a former Unilever executive, and Anita George, a former World Bank employee, voted to extend Chandra's term despite Noel's objections. When representatives of Tata Trusts were aligned, the main shareholder's power in Tata Sons was significant, as seen during the confrontation surrounding Cyrus Mistry's shocking removal ten years ago. However, since Noel and Srinivasan stand on opposite sides, and Jimmy remains absent, those on the periphery of the boards overseeing Tata Sons and Tata Trusts will have much greater influence over the management of the nearly 160-year-old conglomerate.
