Senior advocate Darius Hambata has announced his refusal to seek re-election to the boards of two key Tata Trusts, which are the largest shareholders in Tata Sons, holding 66 percent of the shares. He criticized the Tata Sons board meeting held on September 17th, citing disagreements over governance and listing issues.
Hambata's term in the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT) expires at the end of the current month. In his resignation letter, he called September 17th a 'day of shame,' referring to the aforementioned Tata Sons board meeting.
Following Hambata's departure from SDTT, five trustees will remain. Although Tata Trusts Chairman Noel Tata is a permanent trustee in SDTT, as noted by some trustees in the Maharashtra Charity Commissioner, the terms of Vice-Chairmen Vijay Singh and Venu Srinivasan run until July 2027 and November 2028, respectively. The terms of the other two trustees—Bhaskara Bhat and Neville Tata (Noel Tata's son)—have also been extended until November 2028.
Despite the extension of membership in Tata Trusts previously being a routine process, in the last two years, the philanthropic organization has repeatedly seen trustee votes for reappointment without consensus, leading to conflicts and dismissals.
In his resignation letter, analyzed by Business Standard, Hambata pointed to his consistent stance and support for the Trusts' resolutions dated July 28, 2025, on two matters. The first matter concerned opposing the listing of Tata Sons through engagement with the Reserve Bank of India while ensuring liquidity for the Shapoorji Pallonji group. The second matter was supporting a third term for N Chandrasekaran as Chairman of Tata Sons. Hambata noted that 'the latter was superseded by astonishing events of August and September 2026,' without specifying these events.
In August 2026, Chandrasekaran sent a letter to the Tata Sons board of directors stating his refusal of a third term, but a month later, the Tata Sons board passed a resolution granting Chandrasekaran a third term. Noel Tata, as a nominated director on the Tata Sons board, was the only one who opposed this proposal. The July 2025 resolution mentioned by Hambata in his letter was unanimously adopted by both SDTT and SRTT and forwarded to Tata Sons.
Hambata wrote: 'I was the first to warn against the potential listing of Tata Sons, calling it an existential threat to the Trusts at the May 28, 2025 meeting, and I prepared and put forward the resolution of July 28, 2025, which was unanimously adopted. No fiduciary of the Trusts could take a different position, as the Tata model was under threat.' Although there was no vote on the listing of Tata Sons at the Tata Sons board meeting on September 17th, two nominated directors—Noel Tata and Venu Srinivasan—voted against each other. Srinivasan justified his decision by citing his 'fiduciary duties.'
Hambata stated: 'It is now unacceptable to claim that a nominated director of a public charitable trust, especially a serving trustee, can act against the interests of the Trust merely because they are also obligated to the company; they sit on this board precisely to protect the Trusts. There cannot be two classes of trustees—those who are nominated directors and those who are not. All trustees bear equal fiduciary duties to the Trusts.'
After the RBI rejected Tata Sons' application of September 11, 2026, to opt out of registration as a Corporate Investment Company (CIC), signaling the need for mandatory listing as a Non-Banking Financial Company (NBFC) of top tier, the Tata Sons board proposed advancing the listing issue. However, Noel Tata sought a restructuring of Tata Sons to ensure the preservation of its status as a private holding company.
Emphasizing that Chandrasekaran had stated that Tata Sons should always align with Tata Trusts, Hambata wrote that 'in my opinion, nothing requires a revision of this dynamic since then.' He added that this was not an objective assessment, calling September 17th a day 'that will go down in history,' and a day that 'stained the reputation of Tata Sons.' He referred to the Tata Sons board meeting where the struggle for power and control in the largest conglomerate was exposed to the public.
According to Hambata, the Tata approach is based on ethics and values, which is 'much more than a mania for short-term balance sheets.' He also noted that 'listing has always been a strategic decision of the shareholders.' He stressed that no segment of the public has a legal or moral right to shares in a private company or to demand its listing for easier fundraising.
Hambata questioned whether Tata Sons could have acted as it did on September 17th when Ratan Tata was alive. He answered himself: 'Certainly not.'
