Noel Tata Still Waiting on Charity Commissioner Approval as Tata Sons Heads Toward AGM Showdown

The fight for control of the Tata Group has narrowed to a procedural question. Can Noel Tata get the paperwork he needs to show up at the annual general meeting?

Noel Tata chairs Tata Trusts, which collectively own 66% of Tata Sons, the group's unlisted holding company. N. Chandrasekaran chairs Tata Sons and runs a conglomerate with roughly $180 billion in annual revenue and more than 1 million employees.

The two men want opposite things. Noel Tata wants Tata Sons to stay private and Chandrasekaran gone. Chandrasekaran's camp is accelerating preparations for an IPO, according to Fortune India.

How it got here

In August, Chandrasekaran announced he would not seek another five-year term. He cited opposition from one board member to his staying beyond February, and wrote that the lack of unanimous support would hurt the company while "many strategic projects" are in "critical stages of execution."

A month later he reversed course. At a Sept. 17 meeting, a majority of the Tata Sons board voted to reappoint him. Noel Tata cast the lone dissenting vote.

Tata called the reappointment "illegal" because it bypassed his veto. His office has since filed dozens of legal motions to challenge it.

The board also backed the proposed public listing of Tata Sons. Most directors, including the biggest minority shareholder, SP Group, supported both decisions. Noel Tata opposed both. He argues a listing would dilute the group's philanthropic ethos.

The quorum problem

The Trusts own two-thirds of Tata Sons but hold only one-third of its board seats. Their nominees are Noel Tata and Venu Srinivasan, chairman of TVS Motor. They are not aligned.

Noel Tata has not favored a third term for Chandrasekaran. Srinivasan, now a Tata Sons vice chairman, backs one for Chandrasekaran. He also once opposed a listing and now supports it, according to Business Today.

To be represented at the AGM, the Trusts must name a joint nominee through the Sir Ratan Tata Trust and the Sir Dorabji Tata Trust. Naming one requires a Sir Ratan Tata Trust board meeting. Noel Tata needs permission from the Maharashtra Charity Commissioner to convene it.

Sources told Fortune India the Commissioner has not granted that permission. "Trusts representatives remain in touch with the authorities but have received no feedback," people familiar with the matter said. Without a Trusts nominee, the AGM cannot reach quorum.

Complaints from Srinivasan, trustee Vijay Singh and, more recently, Mehli Mistry have complicated Noel Tata's position, Fortune India reported.

The listing question

Fortune India reports that Chandrasekaran wants to comply with a Reserve Bank of India instruction that calls for Tata Sons to list. Fortune India says a listing could create a more independent board and dilute the Trusts' influence, weakening the Noel Tata family's hold on the group.

Vijay Singh, a former defense secretary who sat on the Tata Sons board and remains a trustee of some of the charities, draws a line between owning and managing. The trustees "may be owners, but they're not entitled to run the companies," he said.

Noel Tata's side sees it differently. He holds that a listing cuts against the philanthropic purpose of the Trusts, which are public charities, and that the board's votes should be undone at the AGM. Shriram Subramanian of InGovern Research told the BBC the dispute reflects "a misalignment of interests between the board [of Tata Sons] and the shareholders [Tata Trusts]."

Amit Tandon of Institutional Investor Advisory Services said he could not recall another board mutiny against a controlling shareholder in India. About two-thirds of the country's biggest companies are family-owned, he said. "Business families will see the dispute as a warning that ownership alone does not guarantee control."

A second front in Washington

The group also faces pressure from the Trump administration. Labor Secretary Keith Sonderling announced he was suspending several large IT outsourcing firms from the Permanent Labor Certification Program, the first step in sponsoring foreign workers for green cards. "I am hereby suspending from the Permanent Labor Certification Program some of the largest IT outsourcing firms in the world: Cognizant, Infosys, Tata, Wipro," he said.

Vice President JD Vance, speaking alongside Attorney General Todd Blanche, said the H-1B program "has become rife with fraud." He said Microsoft laid off 6,000 American workers last year while benefiting from 6,300 H-1B visas and almost 3,000 green cards. Those figures are Vance's. Microsoft's response is not in the record available here.

Markets shrugged off the suspension. Business Today reported TCS shares rallied 5% and the top five Indian IT stocks added Rs 56,000 crore in market capitalization.

What decides it

The Charity Commissioner has not said whether or when it will allow the Sir Ratan Tata Trust board to meet. That decision determines whether the Trusts can name a nominee, whether the AGM can proceed, and whether Noel Tata gets a vote on the reappointment and listing he has called illegal and opposed.