IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICATION
WRIT PETITION NO._______ OF 2026.
Rohini Amin and Ors. … Petitioner
Versus
Tata Sons Private Limited & Ors. … Respondents
INDEX
Sr No.
Particulars
Page No.
Index
Proforma
Synopsis
Memorandum of Petition
Vakalatnama
Memorandum of Registered Address
List of documents
eXHIBIT-“a”
A table of the shareholding pattern of Tata Sons
eXHIBIT-“B”
A copy of the Will of Sir Ratan Tata
eXHIBIT-“C”
A copy of the Deed by which Sir Dorabji Tata Trust was created.
eXHIBIT-“D”
A copy of the Resolution dated 21.09.2017.
exhibit – “e”
A copy of Representation to the Reserve Bank of India to take action in accordance with Section 45ID and Section 45IE of the Reserve Bank of India Act.
EXHIBIT – “F”
A copy of the application that the petitioners have preferred in respect of the Sir Ratan Tata Trust
Affidavit in Support
Advocate Certificate
Last Page
Advocate for Petitioner
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICATION
WRIT PETITION NO._______ OF 2026.
Rohini Amin and Ors. … Petitioner
Versus
Tata Sons Private Limited & Ors. … Respondents
PROFORMA
Office Notes, Office Memoranda of Coram, appearances, Court’s orders or directions and prothonotary’s orders
Court’s or Judge’s orders
PROFORMA
Office Notes, Office Memoranda of Coram, appearances, Court’s orders or directions and prothonotary’s orders
Court’s or Judge’s orders
PROFORMA
Office Notes, Office Memoranda of Coram, appearances, Court’s orders or directions and prothonotary’s orders
Court’s or Judge’s orders
IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICATION
WRIT PETITION NO._______ OF 2026.
Rohini Amin and Ors. … Petitioner
Versus
Tata Sons Private Limited & Ors. … Respondents
SYNOPSIS
A. CHALLENGE IN BRIEF
A common misconception is that Tata Sons Private Limited—the holding company of the Tata empire, which is worth around ₹30 lakh crore—belongs to the Tata family. In reality, 67% of the shares in Tata Sons are held by the Tata Trusts, a public charitable institution. Thus, the public at large—including the homeless, those in hunger, and people in difficulty—are the beneficial owners of the Tata Trusts.
Tata Sons is a limited company classified as a Non-Banking Financial Company (NBFC) or a Core Investment Company (CIC), with its assets mainly in the form of shares in its subsidiary companies.
In 2021, the Reserve Bank of India (RBI) mandated that all Core Investment Companies with an asset value of more than ₹1 lakh crore must list their shares on stock exchanges. This measure was intended to promote transparency and accountability in the management of large NBFCs, requiring such listings to be completed within three years.
However, Tata Sons did not comply with this RBI requirement. Noel Tata, who succeeded Ratan Tata, opposed the idea. He wanted Tata Sons to remain the flagship company of the Tata empire—worth ₹30 lakh crore—under his control to serve his personal and private business interests. This move was opposed by the rest of the board and other directors. The public at large, who are aware of the true state of affairs at Tata Sons, opposed this plundering of the Tata empire by Noel Tata.
In 2025, the RBI issued new regulations concerning NBFCs, reiterating that NBFCs or Core Investment Companies with an asset value exceeding ₹1 lakh crore must list their shares. The asset value of Tata Sons was quantified to be over ₹2 lakh crore.
Tata Sons, due to the opposition of Noel Tata, is unable to comply with the mandate of the RBI regulations that make it mandatory for Tata Sons to be listed on the major stock exchanges of the country.
As aforesaid said, once the corporate veil is removed, the real owners of Tata Sons are the public at large. As of today, Tata Trusts receives approximately ₹1,500 crore as dividend. However, the present value of the flagship company, if listed, would be around ₹30 lakh crore. If Tata Sons is listed, it would be of immense utility to the country, its economy, and the beneficial owners of Tata Sons—including the homeless, the sick, and other deprived sections of society.
Instead of the ₹1,500 crore currently spent on charity today, if the company were listed, the amount available for charitable purposes could be many many times higher—potentially 20 times or even more. Assuming the Tata Sons empire is valued at ₹30 lakh crore and generates a 1% dividend, that could mean ₹30,000 crore for charity.
Therefore, it is in the interest of the public at large, the country, and the economy—indeed in everyone’s interest—that Tata Sons be listed. This listing is a statutory requirement. The petitioners have made representations to that effect, and the RBI is duty-bound to enforce the law.
The present writ petition seeks a mandamus directing the RBI to enforce the mandate of the law and secure the listing of Tata Sons. If resisted, the petition seeks appropriate action for the removal of Noel Tata or any other impediment standing in the way of compliance with this statutory requirement.
Hence, the instant writ petition.
B. LIST, DATES & EVENTS
Sr no.
Particulars
Page No.
1892
J.N. Tata Endowment for Higher Education of Indians came into existence. The petition refers to it as one of the early Tata philanthropic institutions.
1919
Sir Ratan Tata Trust came into existence with a capital of ₹8 million pursuant to the Will of Sir Ratan Tata, with the stated object of providing relief to persons suffering from poverty and hunger
1932
Sir Dorabji Tata Trust was established as a philanthropic organisation for providing relief from hunger and poverty and promoting education and health services.
1950
Upon enactment of the Bombay Public Trusts Act, 1950, now the Maharashtra Public Trusts Act, 1950, the Tata Trusts became governed by the public-trust regulatory framework.
21.09.2017
Tata Sons Limited passed a Resolution for conversion of Tata Sons from a public limited company into a private limited company. The petition alleges that the conversion was intended, inter alia, to restrict the position of late Cyrus Mistry and the Shapoorji Pallonji Group.
9.7.2018
NCLT, Mumbai approved the Resolution permitting conversion of Tata Sons from a public limited company into a private limited company. The order was subsequently challenged by late Cyrus Mistry and the Shapoorji Pallonji Group
2018
The NCLT order dated 09.07.2018 was challenged before the NCLAT, Delhi, which allowed the appeal. The matter thereafter reached the Supreme Court.
17.10.2018
An order was passed by the Bombay High Court in the proceedings referred to in the petition. as Exhibit “E”
31.10.2018
NCLAT, Delhi passed an order dismissing the application for intervention, holding that its jurisdiction was confined to appeals against decisions of the NCLT.
The petitioner also instituted Miscellaneous Application No. 968 of 2018 in C.P. No. 82 (MB) of 2016 before the NCLT seeking review of the order dated 09.07.2018.
22.10.2021
The RBI Scale Based Regulation (SBR) framework was issued. The petition states that Tata Sons was identified as an NBFC/CIC in the Upper Layer and that Upper Layer NBFCs were required to list within three years
2021
Tata Sons was identified as an NBFC–Core Investment Company (Upper Layer). The petition states that the regulatory framework required such entities to list their shares on stock exchanges within three years
26.3.2021
The Supreme Court allowed the appeal filed by Tata Consultancy Services Ltd. and set aside the NCLAT judgment, reported in (2021) 9 SCC 449.
Tata Sons sought to shed its CIC status and, according to the petition, cleared approximately ₹20,000 crore in liabilities. The petition nevertheless asserts that its subsidiaries continued to access public funds and that Tata Sons remained subject to the listing requirement
2025
RBI issued updated regulations concerning NBFCs/Scale Based Regulations. The petition states that the 2025 framework again mandated listing of Upper Layer NBFCs having assets exceeding ₹1 lakh crore. Tata Sons’ asset size is stated to exceed ₹2 lakh crore.
31.03.2026
The petition states that the net assets of Tata Sons exceeded ₹2 lakh crore as on 31.03.2026
The petitioners submitted a representation to the RBI seeking action under Sections 45ID and 45IE of the RBI Act, including action concerning the management/Board of Tata Sons. The petition states that the RBI has not acted upon the representation
2026
The present Writ Petition under Article 226 is instituted before the Bombay High Court seeking, inter alia, a direction to the RBI to enforce the listing requirement against Tata Sons
Hence this Petition
C. POINTS TO BE ARGUED
At the time of hearing
D. ACTS TO BE RELIED UPON
Constitution of India
Companies act, 1956
Companies act, 2013
Indian Public Trust Act, 1882.
Maharashtra public trusts act, 1950.
D) AUTHORITIES TO BE CITED:
AT THE TIME OF ARGUMENTS.
Advocate for Petitioner
IN THE HIGH COURT OF JUDICATURE AT BOMBAY
ORDINARY ORIGINAL CIVIL JURISDICATION
WRIT PETITION NO.___ OF 2026.
In the matter of Article 226 of the Constitution of India
&
In the matter of Indian Trusts Act, 1882
&
In the matter of Maharashtra Public Trust Act, 1950
ROHINI AMIN
Advocate
B-705, Nirman Apartments, R.J. Marg, Pump House, Andheri East, Mumbai, Maharashtra-400093.
- L. RAMANATHAN
Age 63 years, Occ service
B-502, Hubtown Heaven,c. S. No. 328/10, Bhau daji Road, Matunga (East), Mumbai 400019
… PETITIONERS
VERSUS
TATA SONS PRIVATE LIMITED
(Originally known as Tata Sons Limited)
Bombay House,24, Homi Mody Street, Mumbai-400 001,
represented by its Chairman and Managing Director.
- SHRI NATARAJAN CHANDRASEKARAN,
EXECUTIVE CHAIRMAN, TATA SONS LIMITED,
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre, Cuffe Parade, Mumbai - SHRI SAURABH AGRAWAL,
EXECUTIVE DIRECTOR, TATA SONS LIMITED.
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre, Cuffe Parade, Mumbai. - SHRI HARISH MANWANI,
INDEPENDENT DIRECTOR OF TATA SONS LTD.
And also Trustee of “TATA Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - ANITA MARANGOLY GEORGE
INDEPENDENT DIRECTOR OF TATA SONS LTD.
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - NOEL N. TATA,
CHAIRMAN, TATA TRUST
Also The Chairman Emeritus of TATA Sons Ltd.
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - SHRI VENU SRINIVASAN,
VICE CHAIRMAN, SIR DORABJI TATA TRUSTS
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai - SHRI VIJAY SINGH,
Trustee of “TATA Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai - DARIUS KHAMBATA
Trustee of “TATA Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai - NEVILLE N TATA
Trustee of “TATA Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - SHRI BHASKAR BHAT,
Trustee of “TATA Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - SIDDHARTH SHARMA
Chief Executive Officer, TATA Trusts
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - SIR RATAN TATA TRUST (SRTT)
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400 001, Maharashtra, India.- TATA EDUCATION AND DEVELOPMENT TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - NAVAJBAIRATAN TATA TRUST,
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - BAIHIRABAI J N TATA NAVASARI CHARITABLE TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - SARVAJANIK SEVA TRUST
C/o Sir Ratan Tata Trust,
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - SIR. DORABJI TATA TRUST (SDTT)
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. - LADY TATA MEMORIAL TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai. JAMSHETJI TATA TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai
TATA SOCIAL WELFARE TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai.
J. N. TATA ENDOWMENT
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai
R.D TATA TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai
- THE J.R.D AND THELMA TATA TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai LADY MEHERBAI D TATA EDUCATION TRUST
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai
DR. M. CHANDY,
Trustee of “Lady Tata Memorial Trust”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai
- DR. SUMA CHITNIS,
Trustee of “The JRD and Thelma Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai - F.N PETIT
Trustee of “The JRD and Thelma Trusts”
Bombay House, 24, Homi Mody Street, Fort, Mumbai – 400005.
Also at:
26th Floor, Centre 1, World Trade Centre,
Cuffe Parade, Mumbai - STERLING INFOTECH LTD now renamed as Siva Industries and Holdings Limited (SIHL)
Beliciaa Towers, Chennai, Tamil Nadu 600028 C SIVASANKARAN
Promoter, Sterling Infotech Limited now renamed as Siva Industries and Holdings Limited (SIHL)
Mena Kampala Arcade, 3rd Floor, A Block, B Wing, 113-114, Sri Theyagaraya Road, T Nagar, Chennai – 600017
- THE NATIONAL COMPANY LAW TRIBUNAL,
6th Floor, Fountain Telecom Building, 1, Mahatma Gandhi Road, Fort, Mumbai-400 001. THE CHARITY COMMISSIONER,3rd Floor, Dharmaday Ayukta Building, Opposite Garment House, Dr Annie Besant Road,Worli Naka, Maya Nagar, Siddharth Nagar, Worli, Mumbai, 400018THE STATE OF MAHARASHTRA,represented by its Chief Secretary,
Mantralaya, Mumbai-400 032.- UNION OF INDIA,
represented by the Secretary,
Ministry of Corporate Affairs,
New Delhi- 110002 - THE REGISTRAR OF COMPANIES
BKC, Bandra East, Mumbai-400 050. - RESERVE BANK OF INDIA
Represented by its Governor,
New Central Office Building, Shahid Bhagat Singh Rd, Fort, Mumbai, Maharashtra 400001. - SECURITIES AND EXCHANGE BOARD OF INDIA
SEBI Bhavan, Plot No. C4 – A, G Block, Bandra Kurla Complex, BKC, Bandra (East), Mumbai.
…Respondents
TO,
THE HONOURABLE CHIEF JUSTICE AND THE HONOURABLE PUISNE JUDGES OF THIS HONOURABLE COURT
HUMBLE PETITION OF THE PETITIONER ABOVENAMED
MOST RESPECTFULLY SHOWETH:
The Petitioners are citizens of India. The 1st Petitioner is the Joint Secretary of a campaign called “Home for All”, a registered Society having Registration No. 1167 of 2018. She is a lawyer by profession and has worked for the cause of the slumdwellers whose homes are mercilessly bulldozed and whose belongings, including their school going children’s textbooks, are destroyed, in the execution of the orders of the court on purported PILs seeking the removal of illegal structures. The 2nd Petitioner has been closely associated with the campaign for Home for All, as also the National Lawyers’ Campaign for Judicial Transparency and Reforms, and the cause of the hapless litigants, MSMEs, street vendors, unorganized workers.
The instant Petition of a representative nature is instituted in public interest, namely, that of the poorest sections of society, the homeless, the unemployed, the weak, meek, the sick, and hungry as well as for the promotion of education of the underprivileged.
The legal status of the Respondents is manifest from the very cause title. They are arrayed as Respondents because they are necessary parties without whose presence the reliefs sought for in the instant Suit cannot be granted. At any rate, they are proper parties whose presence is essential for the just and proper adjudication of the case and, in the worst scenario, they could be Proforma parties. The reason for which the Respondents are arrayed as such is dealt with in the course of narration of the material facts infra.
The 1st Respondent, Tata Sons Limited, is a Company established in the year 1868. It is a holding Company of the Tata Group and holds the bulk of shareholding in group Companies. About 66% of the equity capital of Tata Sons is held by Tata Trusts and the remaining, except for almost 18% shares, is held by Shapoorji and Pallonji Group and its sister concern called Cyrus Investments Pvt. Ltd., are held by various Tata Companies. In other words, except the shareholding by Shapoorji Pallonji Group and Cyrus Investments Pvt. Ltd., the TATA Sons Ltd., and the various TATA group of Companies under its flagship are owned by the TATA Trusts. The late Shri Ratan Tata held 0.83% of the shares of Respondent No.1 Tata Sons Ltd., though the public perception was that the TATA Empire belonged to Shri Ratan Tata.
As could be seen from above, the Tata Group of Companies, namely, the Tata Empire, is owned by the various Tata Trusts. Sir Dorabji Trust and Sir Ratan Tata Trust are the principal trusts, each of which holds 28% and 24%, respectively, of the shares of Tata Sons Pvt. Ltd. The other Tata Trusts, namely, Sarvajanik Seva Trust, R.D. Tata Trust, Tata Social and Welfare Trust, Tata Education Trust and J.R.D. Tata Trust together hold only about 10% of the shares of Tata Sons. A table of the shareholding pattern of Tata Sons is annexed for ready reference as Exhibit “A”. A perusal of Exhibit “A” would indicate that except for the 18% shareholding of Shapoorji Pallonji, the entire Tata empire is owned by the various Tata Trusts.
The principal among the Tata Trusts is Sir Ratan Tata Trust, which came into being in the year 1919 with a capital of Rs.8 million. The said Trust was established in accordance with the Will of Sir Ratan Tata. A copy of the Will is produced as Exhibit “B”. As would be manifest from paragraphs 16 and 18 of the said Will, the Trust was created for providing relief to those poor who suffer from poverty and hunger. The next in prominence among the Tata Trusts is Sir Dorabji Tata Trust. The said Trust is one of India’s oldest non-sectarian philanthropic organizations established in 1932 for providing succor to those who suffer from hunger and poverty; so too to promote education and health services. Sir Dorabji Tata and his wife Meherbai, who had no issues, donated their entire wealth and savings to the Tata Trust so that their wealth will provide succor and relief to those who suffer in hunger and poverty. A copy of the Deed by which Sir Dorabji Tata Trust was created is produced as Exhibit “C”. At the time when the aforesaid Trusts, namely, Ratan Tata Trust, Dorabji Tata Trust, J.R.D. Tata Trust, J.N. Endowment for Higher Education of Indians (1892) came into being, the law prevailing then was the Indian Trusts Act, 1882. However, after the Bombay Public Trusts Act, 1950 (presently Maharashtra Public Trusts Act, 1950) came into existence, the said Trusts were covered by the provisions of the said Act.
As could be seen from the Deeds of Trust and the provisions of the Maharashtra Public Trusts Act, 1950, the aforesaid Trusts (Tata Trusts, for short) are public charitable trusts whose assets and income are required to be spent for philanthropic purposes, to give succor to those who live in poverty and hunger; so too for the purposes such as health care, scholarship for higher education, advancement of science and technology etc. The Tata Trusts are not for the benefit of any particular community or religion or of people of any particular area or country, but for the entire humanity. Obviously, the Trust Deeds ought to be construed within the ambit of the laws of the country, which will require the wealth and income of the Trusts to be utilized for the aforesaid benevolent purposes. The wealth, income, assets and properties of the Tata Trusts belong to every citizen of the country. However, there is a misconception that the properties of the Trusts are the private properties of late Shri Ratan Tata, who had only less than 1% shareholding of Tata Sons Limited for the only reason that he carries the surname Tata, as is evident from Exhibit “B”. It is generally perceived that late Shri Ratan Tata had been managing and controlling the Tata empire till his death. The fact that the TATA Trusts are a public charitable trust and that nobody has a vested right to control its affairs was forgotten.
Till 2018, namely, till the feud with Shapoorji Pallonji Group came into the public domain, the Petitioners and for that matter the public at large, had no clue as to the true state of affairs of the Tata empire. The name Tata carries so much of esteem, respect and trust among the common people that the institution of Tata is often considered to be as holy as the judiciary. If there is any other institution which carries so much of public confidence and affection, it is the Armed Forces. The Armed Forces, Judiciary and Tatas are always considered, like Caesar’s, wife to be above suspicion. But the internal feud in Tata Sons, which had resulted in the ouster of late Shri Cyrus Pallonji Mistry as its Chairman, has brought many a skeleton out of its closet into the public domain.
The Petitioners are common people. They have limited access to the affairs of Tata Trusts; they were disturbed from day one when they came to know about many questionable revelations about the affairs of Tata Sons and Tata Trusts which came to public domain. The prominent of the said allegations coming from Shapoorji Pallonji and other quarters was that late Shri Ratan Tata had been running the Tata Trusts as his private forte and that the Directors and Trustees owed their offices as such to him. The Petitioners do not wish to make any personal allegation against late Shri Ratan Tata than merely to refer to what has already been brought to the public domain.
The allegation against Shri Ratan Tata came from none other than late Cyrus Mistry, the erstwhile Chairman of Tata Sons. It is alleged that late Shri Ratan Tata allowed the affairs of Tata Sons and Tata Trusts to be conducted contrary to the interests of the Company and the Trusts and the public at large, the Tata empire in reality being nothing but the property belonging to the public at large, the homeless, the underprivileged, the sick and hungry.
Some of the allegations against late Shri Ratan Tata by the Shapoorji Pallonji Group were extremely grave in nature. It was alleged that late Shri Ratan Tata has allowed Tata Sons to suffer a loss to the tune of Rs.1,000 crores only to favour his alleged Man Friday Shri Shiv Shankaran against whom an FIR has reportedly been lodged by the CBI of defrauding Banks. It is alleged that he/his company defrauded the Banks to the tune of Rs. 36,000 crores. It was alleged that the Tata Sons Ltd. at the instance of late Shri Ratan Tata stood guarantee for a loan to the tune of almost Rs. 1000 crores from the Standard Chartered Bank and when Shri Shiv Shankaran defaulted in payments, the Tata Sons as a guarantor had to repay it. The Tata Sons Pvt Ltd being nothing but Tata Trusts once the corporate veil is pierced, what Shri Shiv Shankaram was allowed to plunder was the money that could have been used for the amelioration of those who are homeless, sick and in hunger.
It was further alleged that Tata Sons, at the instance of Shri Ratan Tata, has invested forty-five thousand crores of rupees in the loss-making British Steel Company by name Corus, putting the Tata empire into great financial stress. The late Shri Ratan Tata was also faulted for causing loss to Tata Docomo, to the tune of Rs.8,500 crores. He was also criticized for causing loss to the tune of Rs.2,500crores in the Nano Car Project which was certain to be doomed, but it was alleged that Shri Ratan Tata pursued it as a matter of personal prestige. He was also faulted for donating thousands of crores of rupees to Harvard University while the Trust money ought to have been utilized for the development of Indian Universities. It was alleged that all this was done only for fame and name.
It is alleged that since late Shri Ratan Tata belongs to the family of the donors, though not a descendant, runs the Tata empire as his personal private property. It is alleged that the erroneous public perception has helped him run the Tata empire almost as his private forte. The Petitioners do not intend to personally comment upon the aforesaid perception regarding late Shri Ratan Tata. However, they are constrained to make a reference about him because the state of affairs which had resulted in the Resolution dated 21.09.2017 being passed, particularly after late Shri Cyrus Mistry was removed as the Chairman of Tata Sons Limited to convert Tata Sons Limited, a public limited company, into Tata Sons Private Limited, leaves the Petitioners with no option than to state the aforesaid facts.
The Petitioners are not concerned about the internal feud between the late Shri Ratan Tata and late Shri Cyrus Mistry which has led to the great crisis within the Tata Empire. They are concerned only about the interests of the public at large, which will also mean their personal interests, they being members of the public at large. The Petitioners are concerned with the permission granted by NCLT Mumbai, for conversion of Tata Sons from a Public Limited Company to a Private Limited Company because it is prejudicial to their interests, nay, the interests of the public at large, the Tata empire being nothing but a public property, about which the Petitioners shall delve into further as infra.
Tata Sons adopted Resolution dated 21.09.2017 for conversion of Tata Sons Limited, a Public Limited Company, into Tata Sons Private Limited, a private limited Company, apparently to keep late Shri Cyrus Mistry and Shapoorji Pallonji, the minority shareholders, out of reach of the Tata empire. A copy of the Resolution dated 21.09.2017 is produced as Exhibit “D”. It is alleged that the intention of late Shri Ratan Tata and his colleagues/co-Directors was to completely oust late Shri Cyrus Mistry and Shapoorji Pallonji from the Tata empire by buying the minority shareholding. For this purpose, Respondent No.1 Tata Sons sought the permission of Respondent No. 31, National Company Law Tribunal (NCLT), for, it is the requirement of law. The same was opposed by late Shri Cyrus Mistry and Shapoorji Pallonji. By order dated 09.07.2018 the NCLT Mumbai, approved the Resolution (Exhibit “D”). Since the Copy of the Order dated 09.07.2018 runs into 368 pages, the same is not annexed to the instant suit. The Petitioners craves the leave of this Hon’ble Court to produce the copy of the Order dated 09.07.2018 passed by the Ld. NCLT Mumbai, as and when called for. The said order granting permission to Tata Sons, as aforesaid, certainly has grave ramifications, nay, prejudice, in so far as late Shri Cyrus Mistry and Shapoorji Pallonji were concerned. But the jeopardy was not confined to them alone. The greater prejudice was to the cause of the beneficial owners of the TATA Trusts, namely the public at large.
The order of the NCLT dated 9.7.2018 was challenged before the NCLAT, Delhi, by the late Shri Cyrus Mistry and Shapoorji Pallonji Group. The NCLAT allowed the said appeal. The said order came to be challenged before the Supreme Court. The Supreme Court by judgment dated 26.3.2021, reported as 2021 9 SCC 449, allowed the appeal filed Tata Consultancy Services Ltd. and set aside the judgment of the NCLAT. Since the judgment is a reported one, the same is not produced to keep the plaint handy.
Nobody brought to the notice of the NCLT and the Supreme Court that the controversy before it insofar as the conversion of the Respondent no. 1, Tata Sons Pvt Limited, a public limited to a private limited company is not merely concerning late Shri Ratan Tata and late Shri Cyrus Mistry or the Shapoorji Pallonji Group or the trustees of the Tata Trusts or the Directors of the Tata Sons Ltd., but concerning the public at large, the citizens of this country, particularly, the underprivileged, impoverished, homeless, sick and hungry. None before the NCLT or the Supreme Court, much less, the NCLT or the Supreme Court contemplated what great catastrophe its decisions sanctifying the conversion from Tata Sons Ltd into Tata Sons Private Ltd truly was so far as the interest of the public at large, who were not before it. The Tata Sons Limited, once the corporate veil is pierced, is nothing but Tata Trusts because the Tata Trusts collectively holds 67 percent of the shares of Tata Sons. The Tata Trusts being a public charitable trust, the public at large, the millions of poor and homeless, are its beneficial owners. The real owners of Tata Sons limited are the public at large, and Tata Sons company is allowed to be converted from a public limited company to a private limited company entirely behind their back. When the NCLT decided the conversion issue in favour of the Tata Sons Ltd., the said decision in reality was a decision taken against the real stakeholders namely, the public at large once the corporate veil is lifted. The beneficial owners of Tata Trust, the public at large, whom the present Petitioner seeks to represent in a representative capacity were never heard, and therefore, the judgment of the NCLT which ultimately came to be confirmed by the Supreme Court in no way binds them.
It is a fundamental principle of law that no court or tribunal has the power to bind those who are not before it by its judgement. For the doctrine of res judicata to apply at least four conditions ought to be satisfied. The most important of it being that the parties in the earlier proceedings and the one which is instituted ought to be one and the same. The Petitioners were not parties to the earlier proceedings before the NCLT which culminated in the order of the Supreme Court. The judgment of the Supreme Court, therefore, does not operate as res judicata for this sole reason. For the doctrine of res judicata to apply, the cause of action in an earlier proceedings and the proceedings in question ought to be one and the same. The cause of action, nay, the subject matter of the adjudication culminating in the decision of the Supreme Court reported in (2021) 9 SCC 449 and the current proceedings are entirely different. The said case was entirely about the dispute between late Shri Ratan Tata and late Shri Cyrus Mistry/ Shapoorji Pallonji Group. For this reason alone, the judgment of the Supreme Court does not operate as res judicata/bar so far as the instant suit is concerned. For the doctrine of res judicata to apply, the Court or tribunal ought to have the jurisdiction or power to adjudication the controversy in question. The NCLAT may be dealing with disputes running into hundreds of crores of rupees. However, it is still only a tribunal of limited jurisdiction, empowered and competent to embark on a controversy which the law has expressly conferred upon it.
There is an undeniable distinction between a court and a tribunal. All courts are tribunals, but all tribunals are not courts. A court which exercises the sovereign judicial power of the king/state is free to adjudicate any dispute of a civil nature under the sun, unless barred. Section 430 of the Companies Act contains a bar. But the said bar is not absolute. The bar is confined to suits or proceedings in respect of any matter which the tribunal or the appellate tribunal is empowered to determine.
The Petitioners cannot be compelled to invoke the jurisdiction of the NCLT because there is no express provision whereunder the Petitioners, representing the public at large, could institute a suit in the NCLT and seek the reliefs which are sought in the instant suit. The decision in the earlier proceedings between late Shri Ratan Tata and late Shri Cyrus Mistry/ Shapoorji Pallonji Group which culminated in the judgment of the Supreme Court dated 26.3.2021 cannot be res judicata so far as the Petitioners are concerned for the added reason that the NCLT is a tribunal of limited jurisdiction which had no power to embark upon the adjudication of the lis raised in the instant suit.
The subject matter of the instant suit one which is sui generis. It is the first of its nature in all of legal history. There are no precedents. This is the first ever case where the entire assets of a Trust are in the form of shares in a public limited company which is sought to be plundered by vested interests by converting a public limited company into a private limited company, which makes it obligatory for the Court to lift the corporate veil to render justice to the real/beneficial owners of the Trust, namely, the public at large.
The Tata empire, on a conservative estimate, is said to be worth over Rs. 30 lakh crores. The fact that the Tata empire does not belong to any particular individual, any particular family, nay, even the Tata family or any community is hardly known to the public at large. The Tata Trusts have been doing a great job in the province of philanthropy, education, medical care, scientific advancement and various commercial activities like manufacturing of steel, motor vehicles, power, hotels, IT, etc., thus playing a vital role in asset creation and nation building. Tata is a household name; even Reliance and Adani can be no match to it. The very name Tata symbolizes the public trust in a great family engaged in business, industry and philanthropy. Its credibility has no match anywhere in the world. The common man does not know that Tata does not belong to any particular family or community and that the real owners are they themselves, the Tata Trusts being a Public Charitable Trust. The common man does not know that the Rs. 31 lakh crores of public wealth is given to the care of a few who practically appoint themselves and are accountable to none.
Tata is a case which is sui generis, which has no parallels in history, nay, anywhere in the world. Ordinarily everywhere, except in Tatas, where an indenture is made and a settler places his property at the disposal of the trustees appointed by him, a dual ownership of the trustees and the beneficiaries is created. The trustees are accountable in law for the proper management or utilization, nay, both, of the properties so vested in them. So far as Maharashtra is concerned, as aforesaid, the affairs of the Trusts are governed by the Maharashtra Public Trusts Act, 1950. Under the said Act, the Charity Commissioner is invested with wide jurisdiction of supervision and control of public trusts.
However, so far as the Tata Trusts are concerned, the said Act and the Charity Commissioner thereunder are teethless because the entire wealth of the Trust is in the form of shares, namely, 67 percent of Tata Sons Limited. Tata Sons being a limited company, is governed by the Companies Act and the Charity Commissioner has no jurisdiction over the affairs of the Tata Sons Limited. The Charity Commissioner being a tribunal of limited jurisdiction, cannot lift the corporate veil and control and supervise the affairs of Tata Sons Limited which only a Civil Court, being a court of record of plenary jurisdiction alone is empowered, competent and duty bound to do.
The Tata empire is not directly under the control of the Public Trusts at all. The reason is that late Sir Jamshedji Tata, Sir Dorabji Tata and Sir Ratan Tata had bequeathed to the respective Trusts concerned, their entire shares and debentures in the various Tata Groups of Companies, namely, Tata Sons Limited, Tata Motors, Tata Chemicals, Tata Tea, Tata Steel, Indian Hotels, to name a few, apart from large extent of lands, buildings, gold and precious gems, etc. Almost 80% of the shares of Tata Sons, the flagship Company of Tata conglomerates, are held by the Tata Trusts. But the Charity Commissioner has no jurisdiction over the Tata Sons Ltd., much less the various Tata Group of Companies, including the software giant, TCS, with a market capitalization of roughly ₹9 lakh crore, because the Tata Sons Ltd., and various Limited Companies under the Tata Group are governed by the Companies Act, 2013, nay, its predecessor, the Companies Act of 1956 and not by the Maharashtra Public Trusts Act.
This is an extremely peculiar situation. An asset worth more than Rs.5 lakh crores, if not more, which is a public property and belongs to every citizen of this country, the settlers of the said Trusts, namely, Sir Jamshedji Tata, Sir Dorabji Tata and Sir Ratan Tata, having bequeathed their property for a public charitable cause, as of now, the Petitioners beg to submit, is placed in the management of a handful of people, previously late Shri Ratan Tata and a few of his confidante, a few stalwarts of the industry, few ex-bureaucrats, and his friends in industry and commerce and now Shri Noel Tata. Very few people know the gravity of the situation. For the common man, nay, even the press, the issues concerning the Tata empire, which came to the public domain because of the application instituted by the Shapoorji Pallonji Group, may be minority shareholders, before the NCLT complaining oppression and mismanagement, the CBI registering a case against Respondent No. 43, Shri Shiv Shankaran, who is alleged to have been very close to late Shri Ratan Tata, so too against Respondent No. 28, Managing Trustee of the Tata Trusts, was a feud between the late Shri Ratan Tata and late Shri Cyrus Mistry. However, in reality, it is not so. It is all about the management of a business empire which is estimated to be worth more than Rs.5 lakhs of crores which entirely belongs to the public at large. It is in this perspective that the order dated 09.07.2018 passed by the NCLT rejecting the plea of Shapoorji Pallonji Group challenging the conversion of Respondent No.1 Company into a Private Limited Company assumes Himalayan proportion, concerns the Citizen of this Country.
The difference between a Public Company and a Private Limited Company is so enormous and has far reaching ramifications, so far as the Public at large, the real beneficiaries, is concerned, which unfortunately was not pleaded or argued before the NCLT, much less was considered by it. The reason is that NCLT had not issued any notice to the public at large. The NCLT failed to notice that the controversy before it in so far as the conversion of Respondent No.1 from a Public Limited Company to a Private Limited Company is not merely concerning late Shri Ratan Tata and late Shri Cyrus Mistry or Shapoorji Pallonji Group and the trustees of the Tata Trusts, but it concerns the entire citizens of this country inasmuch as the Tata empire belongs to the public at large. None before the NCLT, much less the NCLT itself, contemplated what great catastrophe it could be and its ramifications.
A Private Limited Company is almost akin to a private partnership firm. With Respondent No.1 Tata Sons Limited becoming Tata Sons Private Limited, the Petitioners, so too the public at large, apprehended that there could be literal plunder of the Rs.31 lakh crores of public wealth which is placed at the disposal of a few, late Shri Ratan Tata (at his time), Shri Noel Tata, their confidante, a few stalwarts of the industry, few ex-bureaucrats, and friends in industry and commerce. Whether they will abuse their absolute immunity from public scrutiny and accountability in the management of the said empire, which belongs to the public at large, is anybody’s guess. Sir John Dalberg-Acton, 8th Baronet, had said: “Power tends to corrupt, and absolute power corrupts absolutely”. With the 1st Respondent Public Limited Company having become a Private Limited Company, there is none to properly control its affairs; the Board of Directors of the 1st Respondent Company is practically accountable to none; they are entirely at liberty to use the public wealth at their disposal in the form of a Private Limited Company in whatever manner they like.
The current controversy at the Tata Trusts as well as in the Tata Private Limited is the vindication of apprehension may had had against the conversion of a public limited company, a de facto charitable trust into a private limited company. After the death of Shri Ratan Tata, a power struggle to capture the affairs of the Tata Trusts, which is nothing but the 30 lakh crore Tata empire, erupted as anyone could have anticipated.
Taking advantage of the surname Tata, Noel Tata—half-brother of the late Ratan Tata—assumed control of the Tata Trust and became its Chairman. The Tata Sons limited, the flagship company of the Tata Empire which consists of a large number of companies as subsidiaries, each of which are listed companies which large public participation in the form of shares, has been somewhat ably governed by Shri N. Chandrasekaran, though, not without allegations of certain impropriety.
The Tata Sons limited is a Core Investment Company (CIC). It is so registered with the Reserve Bank of India. A CIC is a subset of the NBFC framework whose principal business is holding investment in group companies (at least 90 percent of the net assets in group equity/preference shares, debts/loans, with at least 60 percent in equity). In common parlance, the TATA Sons is known as an NBFC. The Regulations of the Reserve Bank of India mandate that CICs/NBFCs with assets over rupees 1 lakh crore shall be a listed company. No private limited company can be a listed company. Only a public limited company can go for listing of the shares in the stock market and allow its shares to be freely traded. This regulation is founded on considerations of the larger economic interests of the country, transparency and accountability.
Ours is a sovereign, socialist, democratic republic where the freedom to engage in any business or profession of one’s choice is guaranteed as a fundamental right. Yet, those, rights are subject to the larger public interests. Salus populi suprema lex, the interest of the larger public is paramount. The nation first, is the fundamental principle. The net assets of Tata Sons exceed Rs. 2 lakh crore as on 31.3.2026. The company therefore, cannot be a merely concerning the interests of a caucus who have taken/seek to take control over the Tata Trusts. The listing of the company is in the interest of Tata Sons limited, the large number of companies including the IT giant, TCS, where the public has invested in a huge manner in the form of shares. It is in the interest of the investors of the subsidiary companies under the Tata Sons limited that Tata Sons Limited becomes a public limited company and the fraud of conversion into a private limited company which was effectuated under the late Shri Ratan Tata is undone. Maybe late Shri Ratan Tata would not have perceived the catastrophic ramifications of the conversion. The Petitioners believe that the late Shri Ratan Tata, an octogenarian, was misled by vested interests.
The acquisition of Air India by Tata Sons, as apprehended by many and as pleaded in Suit no. 1886/2018 which is pending before the City Civil Court, Mumbai, proved to be a great catastrophe as the accumulated loss of Air India since its acquisition by Tata Sons exceeds Rs. 58,000 crores. Tata Sons acquired Air India and that decision is final. There can be no going back from that. One needs to think of salvaging Air India, so too, Tata Digital, another bleeding enterprise under Tatas, so too, the Tata Sons limited, the flagship company. There is no reason for despair. The solution is simple. Undo the mischief of conversion of Tata Sons Limited to a private limited company, restore its original position as a public limited company and for an IPO. It would be the biggest ever public issue that can generate the much-needed funds for the revival of Air India and Tata Digital and other Tata companies that are in distress. If there is any doubt to this proposition, one need only realize that the RBI’s refusal of the plea of the Tata Sons limited to continue as an unlisted company in itself resulted in great appreciation of shares of Tata Group of Companies is the proof of the great opportunity for expansion and growth which awaits the company. What stands in the way of its listing is the private interest of Shri Noel Tata who holds just 1 percent of Tata Sons. It is a case of the conflict of public interest, namely, of the beneficial owners of Tata Trusts qua Noel Tata who holds just 1 percent of the shares of Tata Sons.
Respondent no. 2, Shri N Chandrasekaran, and other Directors of Tata Sons Ltd. stood for public listing of the company which would mean reversal of the company’s status as a private limited company, which is not merely in public interest but also a requirement in terms of the regulations of the Reserve Bank of India. The reported adamant stand taken by Shri Noel Tata even made Shri N Chandrasekaran not seek reappointment as the Chairman of Tata Sons on the expiry of his tenure in January 2027.
There is an ongoing feud in the Tata Empire between Noel Tata, a mere 1 percent shareholder of Tata Sons wanting to keep the affairs of Tata Sons as his private property and Shri N Chandrasekaran, Shri Venu Srinivasan and others who have been running the Tatas as professionals. The Petitioners are no protogonist of Shri N Chandrasekaran, Shri Venu Srinivasan or others who have been at the helm of affairs for long. The Tata Sons is the property of the beneficial owners of the Trust, namely, the public at large, and their interest shall prevail over that of Noel Tata and others and that is possible only when the affairs of Tata Trusts as well as Tata Sons are governed by men and women of great competence and experience in the management of large corporations and who have proven their mettle, as also by men and women who have long standing expertise and recognition in other fields, particularly in philanthropy.
Tata Trusts to repeat was never meant for any particular family, community, and region. It was meant for the poor, the sick and the hungry, irrespective of religion, cast, community and geographical borders. The existing trustees of the Tata Trusts have largely proved themselves to be unworthy of the trust which was reposed in them as is evident from the narrow and vested interest which has led to the crisis in the Tatas today. Shri Noel Tata is undoubtedly disqualified to be the Chairman of the various Tata Trusts. The post should go to a person of impeccable reputation having longstanding experience in public affairs. He or she could be from any religion, from any part of the country, but of proven ability, longstanding, impeccable credibility, competence and experience in running the affairs of large companies or public institutions. In the same manner, the Board of Directors of Tata Sons Pvt Limited is also liable to be reconstituted, holding Shri Noel Tata wholly disqualified to be Chairman of the Tata Trusts and the Director of the Tata Sons limited. His actions since his very induction as Chairman/Director of Tata Trusts/Tata Sons Ltd. has been to perpetuated his personal, family and private interests.
The current management of Tata Sons cannot entirely be substituted for that will lead to unthinkable calamities. The interest of the continuity of the businesses/its affairs require that the entire board is not summarily substituted. The change can be made in a gradual and phased manner. The only thing that is relevant is the larger interest of Tata Sons, the flagship company of the Tata conglomerate. It should be led by a man/woman with longstanding experience in the running of such a conglomerate, which in the current scenario could be Shri N Chandrasekaran who has withdrawn his resignation and agreed to be reappointed on the termination of his current term. Fresh blood can be brought in so far as the other directors are concerned.
There should be diversity in the board. The vast majority of the poor, homeless and the sick are from the scheduled castes/scheduled tribes. Therefore, one of the nominees to the Tata Trusts as also Tata Sons limited, ought to be a person of great eminence, longstanding experience and proven ability from those communities. A trust or a company without the due representation of women would be an imperfect one. There is no dearth of women of great talent, experience, credibility and reputation. Therefore, there ought to be at least one woman representative in the company and the trusts. There can be no dispute that reconstitution of the Tata Trusts and the Tata Sons limited as suggested above would be in the interest of the Trust and the Company, the beneficial owners of the Trust, the poor and the country at large. The question is how the same can be accomplished.
Only the Civil Court, as a court of record of plenary jurisdiction, is empowered, competent, and duty-bound to embark upon a controversy of a civil nature such as this one. It alone can frame a scheme for the governance of the Tata Trusts and Tata Sons Private Limited, or reconstitute the trustees of the Tata Trusts and the Board of Tata Sons Limited. No other forum—neither the National Company Law Tribunal nor the Company Law Board—can do so. The only other forum which could frame a scheme for the governance of the Tata Trusts and reconstitute the composition of the Board of Directors of Tata Sons is this Hon’ble Court exercising its jurisdiction under Article 226 of the Constitution of India. The Appellants are advised to invoke the jurisdiction of this Hon’ble Court under Article 226, without prejudice to their right to invoke the jurisdiction of the competent Civil Court. This is because, in comparison to the procedure contemplated under the Code of Civil Procedure, the jurisdiction under Article 226 is far more efficacious and is not impeded by strict procedures. Hence, the instant petition under Article 226 of the Constitution of India.
It is a fundamental principle of law that where a statute, which has created respective rights and obligations, has not provided for a mechanism to enforce them, the Civil Court’s jurisdiction is not ousted. It is also well settled that if the forum created in substitution of the Civil Court does not provide for enforcement of the remedies as a Tribunal in substitution of the Civil Court, the Civil Court’s jurisdiction is not ousted. In other words, there could be no ouster of the Civil Court’s jurisdiction unless the forum or Tribunal created in substitution of the Civil Court is empowered and competent to deal with what the Civil Court has been barred from. This being the indisputable legal position, the NCLT has jurisdiction to address the grievance of the Petitioners, the public at large, in which case it was not competent for it to have adjudicated the plea for conversion of Tata Sons Limited, a Public Limited Company, to Tata Sons Private Limited without notice to the public at large and without affording them due opportunity of hearing in terms of Order I Rule 8(2) of the Code of Civil Procedure or in terms of Section 245 of the Companies Act, 2013. The NCLT having not heard or considered the violation of the rights of the public at large, its order dated 09.07.2018(Exhibit “E” hereto) by which it has put its seal of approval for the conversion of Tata Sons Limited, a Public Limited Company, to Tata Sons Private Limited is liable to be declared as void.
The most pertinent question is the locus standi of the Petitioners, the cause of action which they assert to be invested in them to maintain the instant Suit and to seek the remedies sought for herein, which are in the realm of both public law and private law. On a narrow, pedantic and technical perspective of the matter, Tata Sons was originally incorporated as a Private Limited Company, which came to be deemed as a Public Limited Company and later, with the coming into force of the Companies Act, 1923, it was sought to be converted into a Private Limited Company of which all that was apparently required was a Resolution by the Board of Directors of the Company and a consequent conversion by the Registrar of Companies in the records maintained by him, a controversy which primarily concerning the feuding shareholders of the Company and none else. But in reality, it is all about the affairs of an entity which is today worth Rs.31 lakhs crores, belonging to the de facto owners, the public at large. When the TATA empire is mismanaged, as is alleged by the minority shareholders, when the Company’s affairs are shoddy, a virtual scam, which is what it is alleged to be, if such allegation is true, what is in jeopardy is the interests of the common man.
The unfortunate fact is that the common men, the real stakeholders, have no real forum to seek justice or redress their grievance. The reason is simple. The scenario, as in the instant case, has no parallel anywhere in the world, nay, in the legal history. Had the Tata empire been directly held by the trustees, they would have been accountable under the Maharashtra Public Trusts Act, 1950. But it is not so. The Tata empire is literally owned by the Tata Trusts. The Tata Sons Limited is under the control and management of its Board of Directors; so too the various Companies which come under the Tata flagship. The Charity Commissioner has no control over them; they are governed under the Companies Act. With the NCLT putting the seal of approval for the conversion of Tata Sons from a Public Limited Company into a Private Limited Company, the public at large or the Government or any other authority has no control over the affairs of Tata Sons, nay, the Tata agglomerate, if their affairs are indeed conducted in a manner contrary to the public interest, as is alleged.
As aforesaid, in the light of the allegations of mismanagement of the Tata empire, the public at large can think of no authority, agency or forum before which he could complain of. Whether the NCLT has jurisdiction and, if so, to what extent and parameters, is not certain; there is also no certainty as to whether the Charity Commissioner has jurisdiction and, if so, to what extent. Under Section 245 of the Companies Act, 2013, the jurisdiction of the Civil Court is barred. Even if one were to remind himself that even where a statute expressly bars the jurisdiction of the Civil Court unless such statute provides for another forum invested with the jurisdiction of the Civil Court, the jurisdiction of the Civil Court is not barred, then also, so far as the common man is concerned, there is an uncertainty as to where he could go. Ubi jus, ibiremedium– where there is a right there is a remedy – is a fundamental principle of law. Therefore, the Petitioners are entitled to invoke the jurisdiction of the Hon’ble High Court under Article 226 of the Constitution since it is not clear whether any alternative procedure or forum is available to them for the enforcement of their remedies.
The Tata Group is one of the largest conglomerates in India, with a combined net worth estimated in the tens of trillions of rupees. The entire Tata business empire is controlled by Tata Sons Private Limited. Tata Sons is classified as a Core Investment Company (CIC)—a type of holding company that holds more than 90% of its total assets as investments in its group companies. In the case of Tata Sons, it holds major stakes in companies such as TCS, Tata Motors, Tata Steel, Tata Power, Titan, and many others.
A company qualifies as a CIC based on three key tests:
Asset Structure: More than 90% of its assets must be held as investments in group companies.
Income Source: More than 50% of its total income must be derived from financial assets.
Asset Size: The company must meet specific asset thresholds. In the case of Tata Sons, its total assets exceed ₹2 trillion.
Additionally, a key factor in determining its regulatory status is whether it accesses public funds. Tata Sons indirectly accesses public funding—including bank financing, debentures, commercial papers, and inter-corporate deposits—through its various subsidiary companies.
- Because of its scale, the financial health and operational conduct of Tata Sons are of immense public interest, as India’s overall economic well-being significantly depends on the strength of the Tata empire. As a Non-Banking Financial Company (NBFC), Tata Sons is subject to regulations set by the Reserve Bank of India (RBI). Under the RBI’s Scale Based Regulation (SBR) framework introduced in 2021, Tata Sons was categorized as an Upper Layer NBFC, which mandates that it list its shares on major stock exchanges, such as the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE).
- However, Noel Tata, who took over key leadership roles within the Tata Group following the passing of Ratan Tata, has been averse to the idea of listing the company. Years prior, following a high-profile legal battle with Cyrus Mistry and Cyrus Investments, the late Ratan Tata had already converted Tata Sons from a public limited company into a private limited company to tighten ownership and control. After the 2021 Scale Based Regulation (SBR) came into existence, Tata Sons wanted to shed its status as a Core Investment Company (CIC). To achieve this, it cleared ₹20,000 crore in liabilities. However, that was not sufficient to substantiate its claim that it does not use public funds, as its subsidiaries continue to avail of public funds, including bank loans. Therefore, in accordance with the 2021 RBI regulations, Tata Sons was required to list its shares on the stock exchanges.
- Tata Sons Limited was identified as an NBFC Core Investment Company (Upper Layer) in 2021. The Scale Based Regulation (SBR) framework, issued by the Reserve Bank of India on October 22, 2021, mandated that Upper Layer NBFCs must list themselves on the stock exchanges within three years of being categorized as an NBFC Upper Layer. As per the board-approved policy of the NBFC, disclosure requirements similar to those applicable to listed companies were to be adopted even prior to the actual listing. These scale-based regulations brought a certain degree of restriction to the functioning of Tata Sons, demanding greater accountability and transparency in its affairs. However, this did not sit well with Noel Tata, who took the helm at Tata Sons after Ratan Tata’s passing. He did not want any such accountability or transparency and preferred to keep everything under his control as if it were a private family affair. Consequently, under his pressure, Tata Sons failed to comply with the RBI’s requirements.
- In 2025, the Reserve Bank of India issued updated guidelines titled Reserve Bank of India (Non-Banking Financial Company – Registration of Exemption from Framework for Scale Based Regulations) Directions, 2025. These regulations once again unmistakably mandated that Upper Layer NBFCs must list on the stock exchanges, while also laying down the specific criteria for compliance. Under the 2025 Reserve Bank of India (RBI) regulations, upper-layer Non-Banking Financial Companies (NBFCs) with an asset size of more than ₹1 lakh crore are mandatory required to be listed. In the case of Tata Sons, its asset size exceeds ₹2 lakh crore. Therefore, under these 2025 RBI regulations, listing is mandatory.
- The entire board of Tata Sons—except for Noel Tata—and the rest of the world support this listing. Listing Tata Sons will benefit everyone, including thousands of shareholders across its various subsidiaries. Moreover, going public will help Tata Sons mobilize funds for further growth. As an unlisted company, its growth potential remains constrained, whereas listing could allow it to grow exponentially. Listing also serves as a vehicle for public service. Tata Sons is not a private property; its true owners are the Tata Trusts, which exist for the public at large—the homeless, the sick, the weak, and those in distress. Tata Sons’ revenues should go toward supporting the poor, providing medical aid, and aiding those in need. It is public money that should be channeled into actual charity. By opposing the listing, Noel Tata is acting contrary to the public interest, placing his personal concerns and private interests ahead of the greater good. It is time for the RBI to take appropriate action. The RBI is not powerless.
- Section 45ID of the Reserve Bank of India Act empowers the Reserve Bank of India, if it is satisfied that in the public interest or to prevent the affairs of a non-banking financial company (NBFC) from being conducted in a manner detrimental to the interests of the depositors or creditors, or for financial stability, or for securing the proper management of such company, to remove any director from office. Furthermore, under Section 45IE, it may supersede the entire Board of Directors of a non-banking financial institution (including Tata Sons in the eyes of the law).
- The petitioner, accordingly, has submitted a representation to the Reserve Bank of India to take action in accordance with Section 45ID and Section 45IE of the Reserve Bank of India Act. The Reserve Bank is yet to act upon the said representation. The petitioner apprehends that Tata Sons and certain vested interests are exerting undue pressure on the concerned authorities to prevent them from discharging their statutory duty. Therefore, it has become imperative in the public interest to invoke the jurisdiction of this Court for a writ of mandamus, directing the authorities to discharge their statutory duty and enforce law—namely, to direct Tata Sons to list its shares, and upon their refusal to do so, to take appropriate action as contemplated under Section 45ID and Section 45IE. A copy of Representation to the Reserve Bank of India to take action in accordance with Section 45ID and Section 45IE of the Reserve Bank of India Act is hereto annexed and marked as Exhibit – E.
- The petitioners approached the Charity Commissioner, seeking his intervention in respect of the entire Tata empire. The petitioners, were asked to file separate applications in respect of each of the trusts—treating each trust as an independent entity despite bringing to light the fact that the relief sought was actually concerning the affairs of Tata Sons Private Limited by lifting the corporate veil and treating Tata Sons Private Limited as nothing but a Tata trust. The Charity Commissioner’s office, however, declined to accept a common petition seeking the framing of a scheme for the management of the affairs of the Tata trusts and Tata Sons Private Limited. Faced with this hurdle, the petitioners preferred two separate applications with respect to the two major trusts, namely the Sir Ratan Tata Trust and the Sir Dorabji Tata Trust.
- The petitioners feel that the procedure contem