On 11 September the RBI ordered Tata Sons to list. Before that argument goes any further, there is a prior question almost nobody is asking: who owns Tata Sons Ltd? and what has that ownership been doing for a hundred years?
What sits behind the shareholding
Jamsetji Tata had two sons, Dorabji and Ratan. Ratan, the younger, died in 1918, and the following year his estate created the Sir Ratan Tata Trust (SRTT). Dorabji died in 1932. He had no children. He left everything he owned — including his forty per cent shareholding in Tata Sons — to a second trust Sir Dorabji Tata Trust (SDTT).
That is the whole architecture, and it is worth pausing at that.
Two brothers, two Trusts, one generation, and neither left his wealth to a family. They left it to charity, and they left it in the form of shares. So, the two Trusts do not receive donations from Tata Sons. They own it. The dividend is theirs by right of shareholding, and it leaves again as philanthropy.
Noel Tata, who chairs the Trusts today, put it plainly in Bengaluru this August.
The founders left their shares to the Trusts with one message — do good for India. They never said become the biggest company. He summarised the philosophy he inherited from JRD Tata in four words: do what India needs.
Hold that sentence. Everything that follows is an illustration of it.
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A conversation on a ship
In 1893 Jamsetji Tata was travelling from Japan to America. On the same passage was a young monk on his way to the Parliament of Religions in Chicago — Swami Vivekananda.
They talked about India, and about science, and about the fact that a country cannot be free in any meaningful sense while it imports its knowledge along with its cloth. Vivekananda pressed him on the need for research institutions owned by Indians.
Five years later Jamsetji set aside fourteen buildings and four landed properties in Bombay — close to half of everything he personally owned — to endow a university of science. He died in 1904 without seeing a brick of it laid. It opened in 1911 as the Indian Institute of Science.
That is where this begins. Not with a foundation, not with a tax plan, not with a corporate social responsibility committee. With two Indians on a ship, arguing about what the country would need.
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What the dividend built
The JN Tata Endowment, from 1892, sent Indians abroad to study. By 1924 two out of every five Indians entering the Indian Civil Service were Tata scholars — the administrative class that ran this country and then inherited it at Independence.
Then IISc in 1911. The Tata Institute of Social Sciences in 1936 (TISS), which effectively created the profession of social work in India. The Tata Memorial Hospital in 1941. The Tata Institute of Fundamental Research in 1945 (TIFR), out of which grew the entire atomic energy establishment. The National Centre for the Performing Arts (NCPA).
Notice what happened to every one of them. None was kept. IISc went to the State. TISS became a deemed university. TIFR sits under the Department of Atomic Energy. Tata Memorial was handed to the Ministry of Health in 1957 and to the Department of Atomic Energy in 1962.
A charitable shareholder-built India’s institutions and then gave them away, keeping nothing but the name on the gate.
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Parel
In June 1931 Meherbai Tata (wife of Dorabji) died of leukaemia. She was a formidable public figure herself, who had campaigned against child marriage and for women’s right to vote. Within a year of her death her husband endowed ₹25 lakh for research into diseases of the blood. He had wanted a radium wing in a Bombay hospital. His trustees decided that was too small.
On 28 February 1941 the Tata Memorial Hospital opened in Parel. Eighty beds. An annual budget of ₹5 lakh. Built not in the comfortable districts but in the middle of the city’s mill country, among the people least able to pay for anything at all.
Eighty-five years on, that building has 640 beds. It registers some 70,000 new cancer patients a year, sees over eight lakh outpatient visits, and delivers more than 1,50,000 chemotherapy sessions. Around sixty per cent of its patients are treated free or at heavily subsidised rates.
Sit with that number.
In a country where illness — not business failure, not a failed monsoon — is the commonest single cause of a family’s ruin, six in ten people walking into India’s finest cancer hospital are not asked to pay.
Since 2012 the Centre has run the National Cancer Grid, so that a woman treated in a district town receives a protocol written by the best oncologists in the country, whether or not she ever meets one. Since 2017, with the Assam government, the Trusts have built seventeen cancer care centres in that state alone.
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And none of it has stopped
The Two Trusts are not winding down a legacy. They are expanding one.
They have shifted deliberately from funding projects to building institutions. They are evaluating plans for forty to fifty not-for-profit general hospitals across India, on the principle that a patient should get the same quality of treatment regardless of ability to pay.
They are working on world-class universities, so Indian students need not go abroad for an education this country ought to be able to give them.
They have set up the Centre for Brain Research and backed the Centre for Neuroscience at IISc, launched the Tata Indian Institute of Skills with the Ministry of Skill Development, and partnered Carnegie India.
Below that, the ordinary work continues. Weavers in Assam, Odisha, Andhra Pradesh and Nagaland taught to design, price and sell their own cloth instead of surrendering it to a middleman. Three thousand village families in Maharashtra whose children have type-1 diabetes — a condition that in rural India has often meant a short life — brought under structured care. Legal aid for inmates in Maharashtra’s prisons, because somebody decided they were still citizens. Farmers in eastern Uttar Pradesh. Women tilling land in Rajasthan. Schooling in Jharkhand and Odisha. Dementia care. The arts.
Not one of those people is a shareholder. Not one can vote. Not one will ever appear on a register.
They are simply the reason the money exists.
Forty to fifty hospitals have not been built yet. That is the point. What is at stake is not a legacy to be admired. It is a pipeline.
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Now come back to September
These are the two shareholders the RBI spent twenty-nine months saying no to.
In September 2022 the RBI published its first list of Upper Layer NBFCs. Two names on it were holding companies of industrial groups: Tata Sons, and Shanghvi Finance, the investment arm of the Sun Pharma promoter. Both were told to list within three years. Both did the same thing — repaid their debt and applied to leave.
Shanghvi Finance surrendered its registration on 9 February 2023. The RBI cancelled it. By 17 May 2023 it was outside the net and off the next list. Three months, start to finish. No reasons published.
Tata Sons repaid over ₹21,000 crore, became entirely debt-free, and applied on 28 March 2024. Same route. Same regulator. Same list. It waited twenty-nine months and was refused, on the ground that deregistration requires assets below ₹1,000 crore — a test it could never have met on the day it applied, and which the Bank could therefore have stated in April 2024. In the months just before the refusal, the framework was rewritten three times.
Two applicants. One framework. Three months for one, twenty-nine for the other, and the rules redrawn in between.
I am not alleging design. I am saying that a regulator which will not explain visibly different treatment of two similarly placed applicants has forfeited the right to be taken on trust.
And that is only one regulator.
On 15 May 2026 the Maharashtra Charity Commissioner directed Sir Ratan Tata Trust — holder of roughly 23.5 per cent of Tata Sons — to defer its board meeting. The order was ex-parte. No notice, no hearing. The meeting had been due to consider Tata Sons matters, including the listing and the chairman’s reappointment. The effect showed in August: SRTT could not take part in the annual general meeting, which failed for want of quorum, the first such failure in the company’s history.
One regulator has ordered the company to list. Another has, in effect, silenced its largest charitable shareholder inside the company’s own boardroom.
It is fair to record that the complaint came from within; a trustee was among those who made it. That dispute is the Tatas’ own to settle. But an ex parte order that disables a charity from voting its shares is not an internal matter. It is everybody’s.
Look at the way this house is being squeezed. And ask, honestly: for what?
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Now set that against ourselves
It took until 2013 — sixty-six years after Independence — for Parliament to introduce Section 135 directing Indian industry must spend two per cent of its profits on Corporate Social Responsibility.
Two per cent. And we needed a law to get it.
Adoption took years. Companies still complain that the money attracts no tax deduction, which is correct, because the Act expressly denies it. Most who complied reluctantly built family foundations, directed by the family, spending the family’s two per cent on causes the family chose.
Meanwhile one house had been doing this for eighty years before any statute required it, at a scale no percentage can describe, and then handing the results to the nation.
So let me put the question to everyone reading this.
If RBI succeed — if Tata Sons lists, if shareholders with an ordinary and entirely legitimate profit motive take their seats on that register, if every future rupee that leaves for a hospital in Assam becomes a line item somebody is entitled to challenge — what will we have achieved?
We will have applied the brakes to the longest sustained act of nation-building in Indian corporate history. And we will have kept, in its place, a statutory two per cent that we had to compel out of everybody else.
That is not a regulatory outcome. It would be a civilisational error and a blunder in corporate history.
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What, precisely, is not visible?
Listing is said to be about transparency. So, ask it plainly.
One board. One set of audited accounts. One capital allocator on record. A dominant shareholder obliged by law to give the money away and to account for every rupee to the Charity Commissioner. No borrowings. No depositors. No public money at risk anywhere in the structure.
Measured against the family trusts, the HUFs, the unlisted vehicles and the offshore entities through which most Indian promoters hold their companies, Tata Sons is the most legible corporate structure in this country.
And if disclosure were genuinely the concern, the Reserve Bank could direct it tomorrow — quarterly accounts or a bar on public money.
What listing adds is not information. It changes who owns the company.
— Nitin Potdar, Sr. Corporate & M&A Lawyer
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Connecting Dots
— every fortnight, I take a deal, a policy, or a person and tell you the thinking behind it. Insights and instincts.
I’m a corporate and M&A lawyer in Mumbai. For three decades I’ve advised global companies and their boards on coming into India, on joint ventures, and on mergers and acquisitions, and I still do. Busy as that keeps me, I always make time for younger professionals — through this letter, and through my conversations with law students — because staying close to young minds keeps me learning. If something here struck a chord, write back. I read every reply.
Disclosure: I have worked on the Tata Brand Equity agreement in the 1990s with the late Mr R.A. Shah. My views here are personal.