Billionaire Tata scion faces battle of his life to avert listing
Noel Tata is up against the 150-year-old business empire’s chair and his well-connected New Delhi allies
As Noel Tata entered the boardroom, the 69-year-old scion of one of India’s most famous business families knew he had a fight on his hands.
Lined up against him were two senior executives of Tata Sons, the private holding company which controls the $280bn Tata Group’s 26 listed companies, the board’s two independent directors and a fellow nominee for Tata Trusts, the company’s largest shareholder.
Top of Thursday’s agenda was how to respond to a ruling from India’s central bank, the Reserve Bank of India, that Tata Sons needed to list on the stock exchange — something Noel had long resisted because he felt it would irrevocably change the character of the group.
He told people before the meeting that he expected board members to make a fresh push to keep the chair, N Chandrasekaran, universally known as Chandra. Chandra supports a listing, as part of a push for more transparency, but said last month he would quit after failing to win Noel’s support.
Noel, who chairs the charitable trusts, was confident as he walked past a mural depicting what was at stake: the vast spread of Tata’s business empire, from energy and IT services to steel and car manufacturing. He had prepared written statements and an opinion from a former chief justice of India backing his stand that Chandra should not get an extension.
“A decision upon the chairmanship taken now . . . would be open to serious legal challenge by any shareholder who chose to bring it,” Noel told the board meeting. This company, he added, “should not expose itself to a challenge of that kind at any time. It should certainly not do so at a moment when it has matters of far greater consequence pending before its regulator.”
The board ignored him. The meeting ended with a statement saying that Chandra had been reappointed for five years and Tata Sons would begin steps to comply with the central bank’s listing directive. Tata Trusts denounced the board’s decision as a “legal nullity” because the Tata Trusts’ two nominees to the board were split.
“It’s the first time I’ve seen the executive, in a sense, go against the larger shareholders. That’s clearly a first,” said Amit Tandon, founder and managing director of Mumbai-based Institutional Investor Advisory Services, questioning if the board would secure shareholder support. Shareholders are set to vote at an AGM, in theory due to take place by the end of the year.
At stake is the future of India’s biggest conglomerate and some of its choicest assets, which could become targets for corporate raiders if cross-shareholdings between Tata Trusts and some of the companies it controls are unwound. A listed Tata Sons could be worth over $120bn, analysts say, making it India’s biggest IPO.
The more than 150-year-old Tata Group has long relied on special treatment from Indian authorities to retain control via the charitable trusts over its web of companies, which include Air India, Jaguar Land Rover, Tata Steel and IT giant Tata Consultancy Services.
In the past 30 years, amendments to laws have allowed the company to buy back shares to strengthen its control over group companies, and in 2002 the government exempted Tata from the need to have a government-appointed nominee for its trusts.
A decade ago, Noel’s predecessor and half-brother Ratan removed Cyrus Mistry, one of the heirs of the minority shareholder Shapoorji Pallonji Group, as chair of Tata Sons. The Supreme Court ultimately ruled in Ratan’s favour.
Even as Noel campaigned against a listing, people close to the discussions say that two powerful blocs were lobbying officials in favour: Chandra and his allies, who are well connected in New Delhi, and heavily indebted minority shareholders, SP Group, which wants to monetise its 18 per cent stake.
When the board met on Thursday, it asked Chandra to step out of the room while it discussed his extension. With Noel opposing and trust vice-chair Venu Srinivasan in favour of the resolution, Saurabh Agrawal, the company’s chief financial officer, backed Chandra. The two independent directors, Anita George and Harish Manwani, also backed Chandra as they felt an experienced hand was needed to comply with the listing directive. Chandra and Srinivasan did not respond to requests for comment.
Tata’s outsized national importance means that decisions about its future — such as the central bank ruling — need prior approval from the top of the Indian government, several people say.
“Delhi definitely had a role to play,” in the central bank’s latest decision, a person close to Tata said. “The offices which will eventually prevail in cases like these,” he added, are heading the country’s government.
The finance ministry and the central bank did not respond to requests for comment.
Noel, who took over as chair in 2024, now faces the battle of his life to avoid a listing and keep Tata under the control of the charitable trusts.
He argues that the conglomerate’s unique structure allows it to take a long-term view of its businesses and points out that the dividends which flow to the trusts fund millions of dollars of charity projects.
His rivals argue that he is trying to maintain family control over a vast conglomerate, which needs the greater transparency and market discipline that would come with a listing.
Chandra, 63, is a formidable adversary. A Tata lifer, he rose through the company’s ranks to lead India’s largest IT services firm, Tata Consultancy Services, before Ratan Tata picked him to head the holding company.
Many big decisions taken under Chandra’s leadership, including investing in semiconductors, have been “very closely associated with what the government wants to do,” said one person who had worked with him.
At the heart of the bitter feud is the holding company’s governance.
According to the articles of association of Tata Sons, a majority of the trusts’ nominee directors have to agree on any key decision. But the board’s two current trust nominees — Noel and Chandra’s ally Srinivasan — do not see eye to eye on almost anything. This could be the basis of a legal challenge to the decision to extend Chandra’s term.
Before the Thursday meeting, Sir Dorabji Tata Trust, one of the two main trusts, asked Srinivasan not to attend given his public support for a listing. Srinivasan refused, saying he had a duty as the board member to vote for what he felt was best for the company.
While Noel hopes shareholders will vote down Chandra’s replacement at an AGM later this year, that meeting could be delayed.
Sir Ratan Tata Trust, the second main trust, has been unable to hold key meetings to nominate trust attendees to the AGM ahead of a Charity Commission ruling on Srinivasan’s complaints about the number of lifetime trustees.
While no legal challenge is yet under way, Noel believes that the courts will ultimately strike down Thursday’s board decision and that once the Charity Commission issue is settled, the trusts will align at an AGM, forcing Chandra out.
In the meantime, Chandra can quickly start work on the listing, a person close to him said.
Still the trusts’ opposition to Chandra will make things tricky, said Tandon. “Chandra can turn around and say he got the majority. But at the end of the day, he will have to work with the largest shareholder.”