Tata Sons' Board to Decide Fate of Top Official Accused of Code of Conduct Violation

The 10 directors of Tata Sons, the salt-to-software conglomerate, are set to convene for a two-day board meeting starting today. Chaired by Natarajan Chandrasekaran, the meeting will reportedly cover the group's financial results for FY25, IPO plans for Tata Capital, and investments in the rights issue of Tata Projects.

However, the spotlight is on a report concerning Tata Sons' company secretary Suprakash Mukhopadhyay. Commissioned by Chairman Chandrasekaran, the report raises concerns about Mukhopadhyay’s alleged connection to Divinion Advisory Services, a wealth management firm owned by his family.

In April, Mint reported that Mukhopadhyay may have violated Tata’s Code of Conduct by allegedly asking a former colleague to join or invest in his daughter Shreemoyee’s firm, Divinion Advisory. The firm includes former Tata employees and is linked to professionals like CA T P Ostwal, whose firm has worked with Tata Sons. Divinion’s auditors have also worked with TCS subsidiaries. In 2022, Tata Pension Management mistakenly listed Divinion as a Tata Group company but later corrected the error.

Following the report, a three-member committee concluded that Mukhopadhyay did breach Tata’s Code of Conduct but stated the violation was neither intentional nor for personal gain at the company’s expense. The panel, comprising senior Tata executives, submitted its findings to Chairman Chandrasekaran and the board.

Tata Trusts' executive trustee Mehli Mistry told The Times of India he has full confidence in Chandrasekaran to handle the matter appropriately. The Code of Conduct defines conflicts of interest as securing improper benefits for oneself or family members, with non-disclosure potentially leading to disciplinary action and SEBI penalties for listed firms.

Mistry also clarified that neither Mukhopadhyay nor his family sought investments in Divinion from him, and that neither he, his family, nor any group company has any stake in Divinion. Other board members have not disclosed their investment status.

Mukhopadhyay, who joined Tata in 1988, retired in November 2024 but continues to serve on an extension.