Bengaluru and Mumbai: A 37-year-old transfer of shares of Tata Sons from a trust to the late Naval Tata—later inherited by his sons, Tata Trusts chair Noel Tata, the late Ratan Tata and his brother Jimmy Tata—has surfaced as an issue for the philanthropic entities that control the group.
On Tuesday, Sunil Tulsiram Patilkhede, through his lawyer, Katyayani Agrawal, sent a legal notice to the six trustees of Sir Ratan Tata Trust, or SRTT, which owns 23.56% of Tata Sons, the holding company of the Tata Group.
This is the third such legal notice against SRTT in the last month. First, lawyer Agrawal had complained to the Maharashtra Charity Commissioner that three among its six trustees—Noel Tata, Pune philanthropist Jehangir HC Jehnagir, and Jimmy Tata—were permanent trustees.
This, she alleged, violated rules that capped the number of lifetime trustees at a fourth of the total number of trustees.
Last week, Suresh Patilkhede, a Mumbai resident, had sought an adjournment of a Tata Trust meeting before the Bombay High Court. The court declined such an order.
Unrelatedly, the Tata Trust meeting scheduled for last Friday was deferred to 16 May; no reason was given.
Who are the Patilkhedes?
It is not immediately clear if Sunil Patilkhede and Suresh Patilkhede are related. Mint could not ascertain reasons behind Agrawal, Sunil Patilkhede, and Suresh Patilkhede's involvement in the affairs of the Tata Group.
Suresh Patilkhede fought as an independent candidate against the state’s deputy chief minister Eknath Shinde from the Kopri-Pachpakhadi seat in Thane in 2024.
While Sunil Patilkhede could not be reached for a comment, Suresh Patilkhede declined to speak. Calls made to Agrawal went unanswered.
Tata Trusts did not reply to Mint’s questionnaire.
It is important to note that Sunil Patilkhede’s legal notices to Tata Trusts come soon after Noel Tata opposed the reappointment of TVS chairman emeritus Venu Srinivasan and another trustee, Vijay Singh, at a Tata Trust affiliate, Tata Education and Development Trust (TEDT). The proposed 16 May meeting will discuss Srinivasan’s continued tenure as a Tata Trust nominee on the Tata Sons board.
According to Patilkhede’s legal notice dated 12 May, Sir Ratan Tata, the younger son of Tata Group founder Jamsetji Tata, established the charitable trust Navajbai Ratan Tata Trust (NRTT) in 1974.
NRTT is one among five small trusts managed by SRTT.
Shortly after, SRTT donated 625 equity shares of group holding company Tata Sons to NRTT. With bonus shares, this grew to 833 shares.
In January 1989, NRTT transferred the 833 shares to Naval H. Tata, Ratan Tata's father, allegedly without any transfer deed or board approval. Following Naval Tata’s death in May 1989, these shares were transferred in 1993 to Noel Tata, his mother the late Simone Tata, Ratan Tata, and Jimmy Tata.
Mint could not independently verify the transfer.
Noel Tata is the largest individual shareholder of Tata Sons, owning 1% or 4,058 shares.
What the notice says
Patilkhede’s notice to SRTT, at its core, questions the value of the shares transferred. “Firstly, by transferring the Disputed Shares at a price which was not the Fair Value, huge loss has been caused to the assets of the NR Trust which are running detrimental to the beneficiaries and secondly, transferring the Disputed Shares to an ex-Trustee, in his individual and proprietary capacity, without disclosing the benefit the Trust derived from such alienation of the Trust Property, would amount to void Transaction and it’s a nullity,” read the notice. “Therefore, it is clear that you have with an oblique motive, violated the fiduciary obligations of Trustees”
“[T]he Transfer of the Disputed Shares is bad in law being in violation of the Companies Act, 1956, Articles of Association of M/s. Tata Sons Ltd. and contrary to the objectives and purpose of the NR Tata Trust and, therefore, it is a void transaction and a nullity,” said the notice, adding that trustees were “given 15 days’ time to make good the loss” failing which Patilkhede said he will initiate legal action.
Noel Tata, Srinivasan, Singh, Jimmy Tata, Jehangir, and Mumbai-based lawyer Darius Khambata are the six trustees of SRTT.
Additionally, the legal notice was also sent to Tata Sons chairman N. Chandrasekaran, Tata Trusts CEO Siddharth Sharma, Noel Tata’s son Neville Tata, and former Titan Co. CEO Bhaskar Bhat. Neville and Bhat are trustees of Sir Dorabji Tata Trust (SDTT).
SDTT and SRTT control 51.4% of Tata Sons, while six smaller trusts own another 14.36%, taking the total ownership in the apex Tata company to 65.9%.