The ongoing differences between Tata Sons and Tata Trusts have raised important questions about leadership, ownership, corporate governance and the legacy of Ratan Tata. Is this dispute merely about the continuation of N Chandrasekaran or does it reflect a deeper debate over the Tata Group’s philanthropic philosophy and future direction? In an exclusive conversation with Dr. Thomas Matthew, author of Ratan Tata's authorized biography, ‘Ratan Tata: A Life’, we explore the roots of the dispute, the controversy over listing Tata Sons and what lies ahead for one of India’s most influential business groups.

Dr. Thomas Matthew: At the fundamental level, there is a mismatch in perception. We need to understand that the owner of a company, that is Tata Trusts, which owns 66 percent of Tata Sons, should have the dominant voice in the major policy decisions of Tata Sons. That is the universal principle across the world. During Mr. Ratan Tata's leadership, there was a common chairman of Tata Trusts and Tata Sons. That one individual was wearing two caps or two hats. So, there was no difference of opinion. Mr. Ratan Tata, before he passed away, took a very conscious decision that these two should be separate. Now, the major issue, according to me, is that we cannot deviate from the principle that Tata Trusts owns 66 percent of Tata Sons. Tata Trusts exists 100 percent for philanthropy.

Over 158 years, the organisation has been existing in various forms. It has done service to society. This fundamental principle people are losing sight of. I believe that Tata Sons cannot have a separate agenda that is different and which would go in the opposite direction of what Tata Trusts would like the Tata companies, which are guided by Tata Sons, to have.

Dr. Thomas Matthew: It is not like the hundreds of companies in this country and across the world. Please understand, not even one person belonging to the Tata family can take even one paisa from Tata Trusts because that is only meant for philanthropy. Here, wealth is created through a process of fulfilling a social goal and the profit is ploughed back into society. So, we can not compare Tata Trusts and Tata's philanthropy with other corporations who exist only for profit.

Dr. Thomas Matthew: Mr. Ratan Tata never looked at individuals. He looked at vision, mission, goal and organisation. People will come and go, and Mr. Ratan Tata was always of the view that the chairman of Tata Sons should have the approval of Tata Trusts. He believed there has to be an alignment of the philosophy of a chairman of Tata Sons with that of the philosophy of Tata Trusts, whose underpinning is the philosophy of Jamsetji Tata.

There has to be a predominance of Tata Trusts in the selection of not only the chairman but other important decisions for two reasons. One, Tata Trusts owns 66 percent of Tata Sons, which is a universal principle that if you are the predominant owner, then you have a right to appoint the person who leads the company. And second, Tata Sons cannot have a philosophy which opposes the philosophy of Tata Trusts.

Dr. Thomas Matthew: It is because of the presence of people who, according to me, are perhaps not having the values of Tata Trusts. I don't want to take names. The director representing Tata Trusts in Tata Sons who opposed the chairman of Tata Trusts, that's Noel Tata, is himself a chairperson of a large company. Let us look at the CSR activities. You have Tata Trusts owning 66 percent, all 66 percent of the dividends going to philanthropy. And this so called representative who has taken a high moral ground chairs a company which contributes hardly 2 percent of its profits to CSR.

So, in my view his selection as a director and the selection to Tata Trusts was a mistake. Mr. Ratan Tata is not known to be the best judge of people. I'm making this very strong statement because, these people are in Tata Trusts only for the last maybe 10 years, 15 years but Tata Trusts and Tata Sons, in various forms, in this relationship, is about 158 years old, and it represents the apex of the views with regard to philanthropy.

So, why are these people coming in and arguing that one person has to be the chairperson for more than, let's say, 10 years, when please understand there is also a rule which was unanimously approved by Tata Sons on March 26, 1992, which says beyond the age of 65 nobody can be an executive chairman or chairperson of any Tata organisation.

Dr. Thomas Matthew: If Mr Ratan Tata was alive, all these so-called directors would not have even murmured. Nobody would have raised their voice or raised a counterpoint. They would have been looking for clues as to what Mr. Ratan Tata had in mind, and they would immediately try to reflect the same.

Let me talk about the contradiction of these directors. When RBI brought out this upper layer NBFC classification. In March 2024, when Mr. Ratan Tata was alive, he guided a resolution by Tata Sons which was unanimous in nature. All these people who are opposing were on the board and unanimously without demur said that Tata Sons should not be listed at all.

In May and July 2025, both Sir Ratan Tata Trust and Sir Dorabji Tata Trust passed independent resolutions saying that Tata Sons should take immediate action to ensure that Tata Sons is not listed. Come September 17, everything changes. The same people, the same directors who were there in 2024, all supporting Mr. Ratan Tata's view that Tata Sons should not be listed, suddenly changed around and said, okay, we need to list.

Now, with regard to the extension of the chairman, I personally believe that if Mr. Ratan Tata wanted him to continue for another term, what he should have done would have been to override the 1992 Tata Sons board resolution first. First, if he did not do that and if he kept that rule intact, then by inference, I believe that he would not have looked for or supported another term because it would have breached the 1992 rule passed by Tata Sons.