Tata Sons: Alignment before authority

A chairman can win a vote. He cannot lead against the people who own the company.

This article was first published in Forbes India on September 29, 2026; https://www.forbesindia.com/amp/article/column/tata-sons-alignment-before-authority/2998854/1

On September 17, the board of Tata Sons voted to give N. Chandrasekaran another five years as chairman. Four directors said yes. One said no. The one was Noel Tata, who chairs the Tata Trusts that own about two-thirds of the company. Five weeks earlier Chandra had said he would not seek another term. The board asked him to reconsider, and he agreed.

A four to one vote usually settles a matter. This one did not. The Trusts say the resolution is void, and they are preparing to go to court.

Why one vote stopped a board

The Articles of Association of Tata Sons give the Trusts more than a shareholding. They allow the Trusts to nominate one-third of the directors. And they require that any decision needing a board majority also carry the affirmative vote of a majority of those nominee directors.

The Trusts have two nominees on the board today. Noel Tata voted against the reappointment. Venu Srinivasan, the other nominee, voted for it. One out of two, the Trusts argue, is not a majority, so the resolution fails. Tata Sons argues that a one-one split is exactly the tie that the chairman’s casting vote exists to break. That is now the legal question.

It need not have arisen. The Trusts had three nominee directors until Vijay Singh stepped down in September 2025, and the third seat has been empty since. With three votes there would have been a majority one way or the other. With two, the owner was able to deadlock itself.

A structure that assumed agreement

This is what happens when an ownership structure is designed for harmony. The Articles give the Trusts a veto in the boardroom. They say nothing about what happens when the Trusts cannot agree among themselves. There is a casting vote for a divided board and no tie-breaker for a divided owner.

And the owner here is not a person. It is a board of trustees, and it has been split for a year. The seat that is empty today became empty because the trustees could not agree on renewing Vijay Singh. Mehli Mistry left weeks later. A day before the Tata Sons board met this month, one of the Trusts wrote to Venu Srinivasan asking him not to vote on the proposed listing of Tata Sons. He declined, saying his duty as a director was to the company. That is a fair reading of company law. It is also the moment the owner’s two voices became public.

Tata is not unusual in this. Most Indian promoter structures run on veto rights, reserved matters and unwritten understandings. They work while everyone wants the same thing. Very few of them say what to do when the owners are divided, which is the only time they are needed.

Office without a mandate

Chandra now holds the office without the owner’s backing. He may be right in law and still find that he cannot use his authority. The decisions that matter at Tata are long ones. A semiconductor plant. An aircraft order. A large acquisition. A dividend policy, which is also what funds the Trusts’ hospitals and universities. None of them can ride on a contested resolution. Executives will hedge. Every future decision carries the same question mark, because if one appointment can be declared void, so can the next.

Nor does the argument stay in the boardroom. It has already reached the regulator, the courts and the front pages, where narrow legal questions get answered and the direction of a group does not. The Trusts will pay for that too. Their grants depend on the profits of the companies below them.

Memory cuts both ways

The Tata Group knows this story. Cyrus Mistry became chairman in 2012. What he thought the Group needed and what the Trusts wanted were never reconciled. The difference simmered for four years, ended in his removal in 2016 and was followed by nearly five years in court. Whatever one’s view of the merits, the Group paid in reputation, in management attention and in time.

Institutional memory is one of Tata’s greatest strengths. It tells people how to act when there is no rulebook. But it is also a record of what not to repeat. Only the configuration has changed. In 2016, the board and the owner were aligned and the chairman was not. In 2026, the board and the chairman are aligned and the owner is not. The result is the same. A chairman without the alignment of his owners cannot lead, however capable he is and however valid his appointment.

The group level is still opaque

Writing on the Mistry episode in 2017, I had observed that “while Tata group companies individually are recognized for good governance and transparency, the organization at group level turns out to be quite opaque.” Nine years on, the fault line has not moved.

It shows in how this dispute is being fought. Questions have now been raised in the press about a business arrangement involving the chairman’s family and a company connected to one of the Trusts’ nominees, and whether the board was told about it. The facts may well be explained. What is telling is the route. In a listed company, a relationship of that kind is declared, examined by independent directors and disclosed. Here it arrives through a leak in the middle of a fight. The Reserve Bank has told Tata Sons to list. That will not settle who runs the Group, but it will end this particular kind of secrecy.

What has to happen now

A court can decide whose reading of the Articles is correct. It cannot make an owner and a board agree. Only they can do that, and both of them know what the alternative costs.

The Trusts need to settle their own position first, fill the seat they have left empty, and say plainly what they expect of Tata Sons over the next five years. The board and the chairman need a mandate the owner has signed, not only a resolution that has been passed. Both need to write down what a nominee director is for, and what happens when the nominees disagree, so that the next split does not become the next crisis.

The Tata Group remembers how to stand by its people in a crisis. It must now remember what it cost the last time its owner and its chairman parted ways. The price will be higher this time, and it will be paid in public. The courts can tell Tata who is right. Only alignment can decide who leads.

Tata Group’s next chairman: The next chapter must come before the next leader

This article was first published in Forbes India on August 12, 2026; https://www.forbesindia.com/article/upfront/column/tata-groups-next-chairman-the-next-chapter-must-come-before-the-next-leader/2997016/1

Succession is often treated as a question of finding the next person. In large family businesses and business groups, the more important question is what the institution will need from its next leader. That answer changes with time. A leader who is right for one phase may not necessarily be the person best equipped to lead the next.

N. Chandrasekaran’s decision not to seek another term as chairman of Tata Sons offers an opportunity to ask that question of one of India’s most important business groups. This article is not about assessing the circumstances of Chandra’s decision or speculating about the individuals who may succeed him. It is about what Tata should look for in its next chairman, why alignment among its key stakeholders will be critical, and why the succession process should begin immediately if the Group wants a smooth transfer of leadership. 

Chandra was the right leader for his chapter

It is important to judge a leader in the context in which he takes charge. When Chandrasekaran became chairman of Tata Sons in 2017, the Group was emerging from a deeply difficult leadership episode following the removal of Cyrus Mistry. Tata Group needed stability, credibility, institutional continuity, and transparency in governance. Chandra brought decades of experience from within the Tata ecosystem, particularly through his leadership of TCS. He was a professional manager immersed in the Tata way. 

The Tata Group that Chandra leads today is very different from the Group of 2017. Its ambitions now extend across semiconductors, electronics manufacturing, aviation, electric mobility and other new businesses, alongside established businesses in technology, automobiles, steel and consumer products. Its global footprint is larger and its investments are increasingly capital intensive. Technology, geopolitics, global supply chains and changing regulations are becoming central to the Group’s strategic choices. The leadership requirements of the next phase are therefore likely to be different.

First decide what the next Tata should look like

This is where succession processes often go wrong. We begin by asking who should lead. Who is available? Who is trusted? Who knows the organisation? Those questions matter, but they should come later.

The first question should be: What does Tata need to accomplish in its next chapter?

Where should the Group place its largest bets? How much capital should go into new businesses? Which businesses need acceleration and which need greater discipline? How should Tata Sons balance the autonomy of its operating companies with the need for strategic coherence? What should the relationship between Tata Sons, the Tata Trusts and the operating companies look like in the years ahead?

These are not simply questions for the incoming chairman. They are questions for the institution and its stakeholders.

The events surrounding Chandra’s reappointment make this especially important. His statement indicates that the Tata Trusts and the Tata Sons Nomination and Remuneration Committee and Board had recommended his extension. The proposal nevertheless did not receive unanimous Board support and remained unresolved for six months. Chandra has now chosen not to offer himself for reappointment. The larger lesson is not about one individual or one disagreement. It is about alignment.

A capable chairman can find it difficult to lead when the key stakeholders do not have a shared understanding of the institution’s direction. The next chairman should therefore not inherit an unresolved debate about the future. 

What will the next chairman need?

The next chairman will need strong strategic judgement. Tata is too large and diverse for growth to mean pursuing every opportunity. Someone will have to make choices about where capital and management attention can create enduring value.

Capital allocation will be equally important. Tata’s ambitions in new industries require patience and significant investment. The next chairman will have to balance the desire to build businesses of the future with financial discipline and a clear understanding of the returns such investments can eventually generate.

The Group will also need a genuinely global leader. Tata today operates in businesses shaped by technology, geopolitics, global supply chains and cross-border regulation. Understanding one industry will not be enough. The chairman will need to understand how different businesses fit into the larger portfolio and when the Group should act as a group rather than as a collection of companies.

There is another quality that may be even more important: knowing when to intervene and when to step back. Tata’s operating companies have strong professional leaders. The chairman should provide direction without centralising every decision. The ability to empower leaders while maintaining Group-level coherence is a significant leadership challenge.

And then there is continuity. The Tata Group has survived for more than 150 years because it has evolved without losing the values that give the institution its identity. In my earlier writing on Tata, I have argued that institutional memory is a strategic asset. It is not simply a record of what happened in the past. It shapes how people behave when there is no rulebook and when decisions have to be made under pressure.

The next chairman should understand that memory without becoming imprisoned by it. Continuity should provide the foundation for change, not become an argument against it.

The search should begin now

The Group has roughly six months before Chandra’s current term ends. That is useful transition time. It should not, however, become six more months of uncertainty.

Once the mandate is clear, the search for the successor should begin immediately, at a war footing. So that there is enough time for a meaningful handover. The incoming chairman should have an opportunity to work alongside Chandra, understand the Group’s strategic priorities, build relationships with key stakeholders and absorb the institutional knowledge that cannot be transferred through board papers. It is important for Chandra too to facilitate a smooth transition. One measure of a successful leader is not only what he achieves during his tenure, but how well he prepares the institution for the person who follows. 

The Tata Group now has an opportunity to make this transition a demonstration of good governance. It should use the remaining months not merely to find a person, but to clarify the direction, define the mandate and prepare the institution.

The next chairman should not be chosen simply to succeed Chandra. The person should be chosen to lead the Tata Group that comes after Chandra.

Legacy in Action: Continuity, Storytelling, and Archiving at the TATAs

This Book Review was first published in the Economic Times, December 13, 2024; https://economictimes.indiatimes.com/news/company/corporate-trends/legacy-in-action-continuity-storytelling-and-archiving-at-the-tatas/articleshow/116273631.cms?utm_source=contentofinterest&utm_medium=text&utm_campaign=cppst

In Jamsetji Tata: Powerful Learnings for Corporate Success, R. Gopalakrishnan and Harish Bhat provide an intimate view into the Tata Group’s legacy, revealing the values and vision that have helped this family enterprise endure across generations. This book benefits from the insider perspective of authors who have “lived” within the Tata ethos. Throughout the book, three core principles stood out to me for their relevance to family businesses everywhere: continuity, storytelling, and archiving. Through these pillars, the Tata Group has not only survived but has actively contributed to India’s growth story for over a century.

Continuity as the Backbone of Purpose

In family businesses, continuity is the anchor that keeps purpose alive. The Tata Group is a compelling case in point, where continuity is not a passive inheritance but a deliberate practice. Jamsetji Tata envisioned an institute of higher education in India and his son, Dorabji Tata, carried this vision forward by establishing the Indian Institute of Science, a foundation for India’s scientific advancement. Later leaders, like Naoroji Saklatwala and Ratan Tata, stayed true to Jamsetji’s goals by expanding the group’s initiatives in healthcare, education, and rural outreach, including regions like the underserved Northeast.

What emerges through Jamsetji Tata is an argument for continuity as more than tradition; it is an evolving legacy that serves as both compass and anchor. Without continuity, iconic Tata projects like the Cancer Research Institute or the Northeast Initiative could have easily become fleeting ventures. Instead, they are legacies, continually renewed by successive leaders. The Tata story suggests that if family businesses seek to last, their purpose must be deliberately preserved and adapted across generations.

The Role of Storytelling in Building Legacy

Gopalakrishnan and Bhat show that in Tata’s journey, storytelling has played a central role in transmitting values and keeping the organization’s mission alive. In business, it’s easy to lose sight of purpose, but stories—especially those that explain the “why” behind values—make those principles memorable and accessible. Storytelling within Tata has preserved a cohesive narrative, reinforcing the organization’s commitment to community, integrity, and resilience in the face of adversity.

Consider the story of Mithapur, a drought-stricken settlement in Gujarat that Tata helped turn into a thriving township. In today’s era, where discussions often revolve around work-life balance, the dedication that went into transforming Mithapur may seem almost unimaginable. Tata’s story in Mithapur illustrates what’s possible when companies invest beyond profit, in places that need development. They offer insights into the ethos of purpose-driven enterprises and inspire budding entrepreneurs to envision business as a force for societal good.

As the spouse of an entrepreneur, the story of Dorabji Tata and his wife Meher Bai, who pledged their entire wealth to save Tata Steel, resonates deeply with me. I know how tough these decisions are. Tata’s stories don’t merely showcase business achievements—they reveal the spirit of sacrifice and conviction that make up the core of the organization’s legacy. And, storytelling isn’t just a tool for marketing but a way to instill values that resonate across generations and communities.

Archiving as a Pillar of Organizational Memory

Perhaps the most understated yet powerful aspect in Jamsetji Tata is the emphasis on archiving as a tool for continuity. By meticulously preserving letters, speeches, and records, Tata has built a repository that keeps its past connected to its future. This archive doesn’t just record facts; it captures lessons, insights, and the reasoning behind key decisions, providing a resource for current and future leaders alike, cultivating a living memory.

For other family businesses, the Tata archive is an inspiring model, underscoring how documenting history and values can build a lasting legacy. Preserving history this way is more than nostalgia; it’s a strategic resource that reinforces Tata’s purpose, ensuring that its ethos remains as powerful today as it was a century ago.

A Blueprint for Family Businesses Seeking Enduring Success

Taken together, continuity, storytelling, and archiving create a framework for sustaining purpose over generations. Gopalakrishnan and Bhat’s account is both a tribute to Tata’s rich history and a guide for family businesses grappling with the challenge of building a legacy that lasts. This book invites business families to consider how they might nurture a shared purpose, disseminate stories that resonate across generations, and preserve the lessons of the past for future growth.

Through their insider perspective, Gopalakrishnan and Bhat reveal that in a world often consumed by the pursuit of growth and innovation, Jamsetji Tata is a timely reminder that true legacy is not merely built, but carefully tended—through continuity in purpose and values, storytelling, and preservation. The authors offer an enduring truth: success may be measured in quarters, but legacy is crafted across centuries.

Immersion in the Tata 'black box'

This book review was first published in the Business Standard on November 19, 2021; https://www.business-standard.com/article/beyond-business/immersion-in-the-tata-black-box-121111801571_1.html

Book: TATA- The Global Corporation That Built Indian Capitalism

Author: Mircea Raianu
Price: 699/-
Pages: 304
Year: 2021
Publisher: Harvard University Press, Cambridge, Massachusetts

A long time ago, I wanted to read more about Warren Buffett. There were a few biographies available in the library. For me, a biography was a biography. I was confused about which one to pick. My immediate boss, a man of books, scholarship, and impeccable manners, told me in his soft and thoughtful voice, “There are biographies and there are authorized biographies.” That got me thinking. I hadn’t known the difference until then. Subsequently, I read the authorized biography of Buffett, The Snowball: Warren Buffett and the Business of Life by Alice Schroeder, and then the others. Having access to the man himself definitely made a difference to the insights in Ms Schroeder’s book.

This experience has helped me differentiate between the latest book on the Tatas authored by a historian of global capitalism and modern South Asia, Mircea Raianu, and other books on the group that I have read over the years. Many of the popular books on the group are written by Tata insiders, for example R.M. Lala, Mukund Rajan, and Harish Bhat. A few others are written by the outsiders but are primarily internally focused. Examples include books by Girish Kuber, which chronicles the Tata family and group, Shashak Shah, which provides an insight into the people practices and culture at the Tata group, and Peter Casey, which is the work of a fanboy. Don’t get me wrong. Each of these books have something unique to tell, for the Tata group is such a giant that no one book can capture all aspects of the family and the group.

This is where Professor Raianu’s book makes a unique contribution. His is a book by an outsider that extensively integrates the activities of the group with the external environment, using internal resources (archives), clubbed with his own research about the global and Indian events and economies. The journey of the Tatas is immersed deeply in colonial, socialist, and capitalist India and the confluence of politics, economics, and society. On the one hand, the Tatas have challenged the Schumpeterian “creative destruction” view by traversing salt, soap, and steel along with software and sky (Tata sky as well as the group’s airlines), on the other, it has traversed the corporation and the state mostly with aplomb, barring a few cases of resistance and inadequate measures and slips. Raianu has been able to extract valuable information from the Tata and other archives that throw light on how each of these aspects played out in the group.

At this point, it is important to mention about the relevance of archiving for corporations. The book and the plethora of information in it points towards the gold mine that archives are and can be if maintained well. The archives should be impartial, accurate, and as far as possible, complete. Corporate archives are often either poorly maintained, or even if maintained well, are closed to scholars. The Tatas must be congratulated and credited for leaving “behind a longer paper trail than any other Indian business” and opening the archives to the public. Other large corporations with long histories must follow suit.

These archives have perhaps been used for the first time for putting together a comprehensive academic history of the Tatas. The 62 pages of references in the book are testimony to the monumental number of records that the author has gone through. As often happens with a haystack of information, organizing it can be daunting.

In the words of the author, “This is not an elite story of great leaders imposing their vision from above, nor a tale of subaltern resistance that looks up at the corporation from below, but an eye-level immersion in the “black-box” of information exchange within the group.”

The challenges for the reader, and perhaps the author himself, stems from these lines. As a historian, Professor Raianu, digs into the meticulously preserved archives of the Tata group, and tries to “reconstruct the conversations, deliberations, and decisions made by several categories of actors…” As a reader, I am left feeling in a “black-box” occasionally. Sometimes, the book is like an abstract painting, left to the imagination of the reader. At other times, it is like what we in India call an “art film”. There is information, sometimes too much of it. It is intellectually stimulating. But too tiring to read for the average reader. Now and again, though, it is good to denounce popularity (commercial cinema) for reality (art movies), even as a reader. Isn’t this the real world? Too much information. The good and the bad. Go make sense of it.

Old Economy vs. New Economy – Indian family businesses adapt well to the digital world

This article was first published in Family Capital on October 5, 2021, Co-author: Ramachandran, Kavil; https://www.famcap.com/2021/10/old-economy-vs-new-economy-indian-family-businesses-adapt-well-to-the-digital-world/ 

Family businesses evoke the memories of a Bajaj scooter or a Godrej lock, in India. Though now they dominate even the sunshine industries like pharma, telecom, biotechnology and information technology with firms like TCS, Wipro, Sun Pharma, Biocon and Airtel being the largest players in their respective industries. Yet, when we talk of new age industries like e-commerce and analytics, we often think of the Flipkarts, the Swiggys, and the Microsofts, all of them either private equity backed startups or non-family firms. Family firms are not yet known in a big way in e-commerce and the next generation wave of technology viz. artificial intelligence, analytics and machine learning.

Belying anecdotal worries about the potential of family firms to withstand the rush of competitive forces in the economy post liberalization in 1991, family firms registered remarkable growth. Removal of restrictions and controls unleashed their entrepreneurial spirit. Taking advantage of the changing business landscape through the 1980s and the big bang reforms of 1991, family-firms built businesses in all industries including in areas otherwise reserved for public sector and the upcoming industries.

Family firms now face another set of challenges different from the ones they faced post-liberalization; that of disruptive technologies and digital economy. The traditional business models are being challenged and the speed of change is nerve wrecking. Some of the unique advantages that family firms possess, like long-term orientation, loyal employees and owners’ passion, may be deterrents to being agile and innovative to cater to the changing market demands. So far, the family firms have been laggards in the race. But will it be the story of the tortoise and the hare? With slow and steady winning the race?

Take the example of Tata CLiQ. In 2007, Flipkart pioneered the e-commerce market in India, with Amazon foraying in in 2013. There were many startups that tried to compete and then either shut shop, consolidated or gave up the dream to become as big as either of them. Five years back, in 2016, the Tata group made a silent entry into e-commerce with Tata CLiQ. It has neither sprinted ahead of Flipkart and Amazon, nor is it the most popular. Yet, it’s gaining ground slowly and steadily. They do not believe in offering deep discounts like the other portals do and have strategies that they know are sustainable. They have been adding more brands to their platforms, have steep revenue growths, and have acquired some well-known existing e-commerce platforms.

Would Tata CLiQ ever topple Flipkart and Amazon to become the number one e-commerce portal in India? We do not know. But what we do know is that Tata CLiQ is here to stay and will benefit from the experience, the philosophy and the resources at its disposal as a part of the Tata group. While Flipkart will have to rely on external funding, the Tata group acts as the venture capitalists for CLiQ, saving them from the pressures of finding funds. Even in the past, the Tatas started their information technology business as a division of the group holding company Tata Sons, in 1968. The company was listed only in the year 2004.

Similarly, many family firms have presence in the new age businesses, albeit in a small and no-frills fashion. Owing to the reputation of the family at stake, they may take them public only when the venture achieves a respectable size. Many of these businesses are championed by the next generation members of the family who are more exposed to the current trends due to their education or interest. The trend has made it easier for the next generation members of the family to do something of their own. It is easier for the family to invest in a member of their own family rather than trust their money with a 30 something youngster with a risky idea. Puneet Dalmia, a third-generation member of the Dalmia Bharat group started the online career portal, jobsahead.com, with funding from the family. It was later acquired by Monster worldwide. Puneet then joined the core family business but continues to act as a venture capitalist for other startups.

Like the Dalmia group, many family firms have become active investors in the startup eco system, either in their own capacity as a family or through the firm. Apart from investing in fields of online education, e-commerce, agri-solutions, investments in emerging technologies and digital space are also popular amongst the families who have been involved in traditional businesses only so far. For example, Premji Invest, the personal investment arm of Azim Premji family, has invested in wide ranging startups- from food (iD fresh foods) to data management and analytics (Data Stax) to e-commerce (Snapdeal). While the family firms may not have direct presence in many of the new age economy businesses, they do have significant stake in many of them through investments. These investments are typically in personal capacity or through the family office, without disrupting the core family business. Though being cautious about their reputation, family businesses monitor the progress closely and may impose certain strategic restrictions.

New ventures by next generation family members and investment in startups by non-family members requires robust governance mechanisms to approve the funding by the family. The buy-in from the investment committee of the family or the family office is important. The venture must be approved keeping in mind the long-term goals of the family. Professional help from wealth managers and experts from financial institutions may be needed to evaluate the financial viability of the proposed venture and subsequently to monitor it. In many cases, the socio-political clout of the proposer within the family influences the decision making, apart from the economics of the proposal. Through sound governance systems and processes the subjectivity can be minimized.