By Shashwat Singh

Mumbai (Maharashtra) [India], November 2 (ANI): Tata Trusts trustee and senior advocate Darius J Khambata has declined reappointment as trustee of the Sir Dorabji Tata Trust (SDTT) and Sir Ratan Tata Trust (SRTT) and has said that his decision was driven by his refusal to compromise his independence and his differences with other trustees on key issues concerning the Tata Group.

In a November 2 letter to Tata Trusts Chairman Noel N Tata and CEO Siddharth Sharma, Khambata said he had accepted the two positions at the invitation of late Tata supremo Ratan N. Tata but would not seek the consent of other trustees required for his reappointment.

Khambata said his approach had at times differed from that of other trustees, including the Trust's Chairman Noel, but appreciated him for accepting such differences democratically. He said seeking the consent required for his reappointment was not in his character as it could compromise his independence.

Pertinently, Khambata's letter reiterates his opposition to any listing of Tata Sons and his view that the company should continue to pursue a route that would allow it to remain unlisted while addressing its regulatory obligations.

Khambata said he had first cautioned against the potential listing of Tata Sons at a Trust meeting on May 28, 2025, describing it as "existential" for the Trusts. He said he subsequently drafted the July 28, 2025 resolution opposing listing, supporting then Tata Sons chairman N Chandrasekaran's engagement with the Reserve Bank of India (RBI) for deregistration and linking the position against listing with providing the Shapoorji Pallonji Group an exit and liquidity.

Khambata said he did not believe the engagement with the RBI had been meaningful or successful in establishing how Tata Sons could adopt the transparency and reporting requirements associated with a listed company while remaining unlisted.

He said the Trusts should continue to explore whether Tata Sons could secure deregistration as a Core Investment Company or restructure itself in a manner that would avoid what he described as "the nuclear option of listing".

Khambata also clarified that his opposition to listing did not mean opposing the SP Group's demand for liquidity.

"Opposition to listing must go hand in hand with giving liquidity to the Shapoorji Pallonji Group by sale of some or all of their shares," he said, adding that he had consistently supported proposals that would provide liquidity to the group.

His comments come against the backdrop of the continuing dispute over Tata Sons' regulatory status and the SP Group's efforts to secure an exit from its investment. Recent developments have reportedly also seen proposals being examined within the Tata Group for addressing the SP Group's liquidity concerns while preserving Tata Sons' unlisted structure.

Khambata defended the existing relationship between Tata Sons and the Tata Trusts, describing it as central to what he called the "Tata model".

He said the model was a manifestation of Mahatma Gandhi's trusteeship doctrine and described Tata Sons and the Trusts as two parts of a single industrial and philanthropic structure.

"The Tata model is a living manifestation of Mahatma Gandhiji's trusteeship doctrine," he said, adding that "neither limb is meaningful without the other".

Khambata rejected the argument that greater access to capital and faster growth necessarily made listing desirable. He said the Tata model had succeeded because it was not driven by "avarice or short-term gain".

He pointed to decisions taken by Tata Sons as a private company, including fully repaying Tata Finance depositors, funding Tata Telecommunications' losses to honour its commitments, investing in Air India and entering areas such as semiconductors, arguing that a listed Tata Sons could face greater pressure to prioritise shorter-term returns.

He also stressed the philanthropic character of the Tata structure, saying the Tata model had directed profits towards public and charitable purposes long before corporate social responsibility became a statutory requirement.

Khambata said more than 90% of the Trusts' meeting time was devoted to philanthropic projects and praised the Trusts' employees for their work benefiting "millions of silent beneficiaries".

The trustee also defended the Trusts' earlier decisions concerning Tata Sons' governance.

He referred to the October 17, 2024 resolution to reappoint trustees without a tenure limit, saying it was intended to preserve the stability of the Trusts and the independence of individual trustees.

He also referred to two resolutions of July 28, 2025, including the resolution opposing Tata Sons' listing, supporting Chandrasekaran's engagement with the RBI and backing an exit and liquidity for the SP Group. He separately referred to the resolution supporting Chandrasekaran's third term as chairman, saying subsequent events in August and September 2026 had overtaken that decision.

Khambata further defended the September 2025 decision by four trustees across SDTT and SRTT, including himself, not to renew Vijay Singh's tenure as the Trusts' nominee director on the Tata Sons board.

He said the decision was taken to strengthen opposition to Tata Sons' listing and claimed that the trustees subsequently faced a sustained media campaign aimed at discrediting them.

Khambata said the decision had ultimately preserved the Trusts' veto through Noel Tata and argued that the events that followed demonstrated the importance of that position.

He also invoked the Supreme Court's judgment in the Tata-Mistry dispute, saying it recognised the special rights of the Trusts under Tata Sons' Articles and the special duties of nominee directors representing public charitable trusts.

"It is now untenable to say that a nominee Director of a public charitable trust, particularly a sitting Trustee, may act against the Trust's interests merely because he also owes a duty to the Company," Khambata said.

"There cannot be two classes of trustees - those who are nominee Directors and those who are not. All Trustees owe an equal fiduciary duty to the Trust," he added.

Khambata expressed his sadness over the differences between Noel Tata and Chandrasekaran and said Tata directors and trustees had a responsibility to uphold the principles associated with the Tata name.

"Leadership is not about power or position but about dharma, wisdom and temperance," he said, adding that a position should be secured through "consensus and respect and not by stratagem".

In a personal tribute to Ratan Tata, Khambata said the late industrialist had asked him to do what was right regardless of personal cost and that this principle had guided his conduct as a trustee.

Khambata said the primacy of the Trusts and the Tata model had been dear to Ratan Tata and referred to the events of September 17, 2026 as having damaged Tata Sons' reputation and the image of corporate India.

He questioned whether the Tata Sons board would have acted as it did on that day had Ratan Tata been alive, but added that fiduciary duties were ultimately owed to institutions rather than individuals.

"As Ratan Tata used to say, the institution is always bigger than the individual," he said.

Khambata ended his letter by invoking the legacy of Jamsetji Tata, Sir Dorabji Tata, Sir Ratanji Tata, JRD Tata and Ratan Tata, saying he would leave it to history to judge whether those entrusted with the Tata model had the statesmanship to rise above personal interest and preserve it. (ANI)