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A Tata Sons committee has concluded that group company secretary Suprakash Mukhopadhyay had failed to make the requisite disclosures about a wealth management firm run by his family members. A report of the three-member internal committee listed the lapses of Mukhopadhyay, a close aide to chairman Natarajan Chandrasekaran, but stopped short of terming Mukhopadhyay guilty, reasoning that his action was not deliberate. The report, which was submitted to Chandrasekaran last week, was shared by him with the other members of the nine-member Tata Sons board.
" , there are lapses on Mr Mukhopadhyay's part in making adequate and timely disclosure to the competent authority in Tata Sons about (a) his involvement and relationship with the activities of Divinion, (b) him making, or facilitating, solicitations of any kind from former employees of Tata companies (particularly where he held a position of authority and influence)or from any external advisors or professionals working for Tata Sons with whom he would have had other official engagements and interactions due to his role in the company, and (c) any transactions between Divinion and any Tata group entity of which he is a director/Trustee (e.g. the CSR (corporate social responsibility) grant from Tata Investment to the Divinion Trust or opening of the Tata STRIVE centre within the premises of Divinion Trust)," concluded the three-member committee.
"However, there does not appear to be any intentional breach of Tata Code of Conduct or intent on his part to make a personal gain by compromising the interests of his employer entity (Tata Sons) or of the relevant Tata Group entities named in the news reports," said the report. Also read | The three-member committee comprised Nupur Mallick, the head of Tata Sons human resources, Eruch N. Kapadia, a finance executive at Tata Sons, and Sidharth Sharma, the general counsel at Tata Group.
Emails sent to Tata Sons and Mukhopadhyay remained unanswered. The report did not identify the solicitation attributed to Mukhopadhyay. However, during the investigation, Mukhopadhyay told the three-member committee that he used 20 lakh in CSR funds from Tata Investment Corp.
last year to purchase a property from his in-laws. “ 20 lacs in FY25 towards cost of premises purchased by the Trust (Divinion Foundation Trust) to establish a school of learning for various activities of the Trust, at a cost of 1.33 crore," said the report.
“On enquiry, Mr S. Mukhopadhyay has now informed that the above-mentioned premises were purchased by the Trust in Kolkata from the parents of Mrs Paromita Mukhopadhyay," said the report. Tata Investment Corp.
's FY24 report revealed a 10 lakh CSR contribution to Divinion Foundation Trust, which counts Mukhopadhyay’s family members as trustees. Read this | “Four things are clear from the findings of this report," an executive privy to the development said on the condition of anonymity. “Firstly, Mukho (Mukhopadhyay) violated the Tata Code of Conduct as he failed to make the requisite disclosures.
Secondly, he did solicit funds and asked former Tata Group executives to join Divinion. Third, the question of CSR funds given to Divinion and his point of recusing himself when the Tata Group companies gave funds to Divinion does not mean much. Finally, the report states that there were no malicious intentions.
" “The question is now if the Tata Sons board will accept this report," the executive added. "Good corporate governance principle requires that a competent, independent external agency thoroughly investigates any matters relating to key management personnel," said V. Balakrishnan, a former chief financial officer at Infosys Ltd and founder of Exfinity Ventures, a venture capital fund.
"It is in the domain of independent directors on the board to ensure an independent investigation is done and appropriate action taken." The report also clarified why Divinion Advisory Services featured as a Tata Group company in 2022. Also read | In 2022, Tata Pension Management Ltd listed Divinion as one of 473 'Tata Group and sponsor' companies.
Tata Pension Management is backed by Tata Asset Management Ltd, where Mukhopadhyay is a director. “Tata AMC used to consider the following factors while preparing the list of group cos of sponsor, including associates: TSPL (Tata Sons Pvt. Ltd) list of subsidiaries as sourced from Tata Sons (and) companies in which AMC directors and/or their relatives were directors/members as sourced from their MBP-1," Shailly Kedia, head of legal and secretarial at Tata Asset Management, wrote in an email dated 17 April, to Kapadia, one of the three members of the committee.
MBP-1 is a specific form number designated by the corporate affairs ministry. “Hence the name of Divinion Advisory Services Pvt. Ltd was reflecting in the AMC list as the relative of one of the AMC directors’ was member in it.
In 2023, the process got amended and companies in which relatives of AMC directors were directors/members were excluded," said Kedia. Tata Sons began the probe within days of reporting in its edition dated 15 April whether Mukhopadhyay, 61, made disclosures about Divinion, a firm wholly owned by his family members, and whether his solicitation to former Tata Group executives to join Divinion or make investments with it breached the Tata Code of Conduct. Read this | According to Divinion's filings with the ministry of corporate affairs, Mukhopadhyay's daughter Shreemoyee and mother Paromita owned 50% each of the company when it was founded.
In FY24, Shreenandini, Suprakash's youngest daughter, joined as a shareholder. Paromita, Shreemoyee and Shreenandini owned 100% of Divinion at the end of March 2024. Shreemoyee resigned as chief executive officer in June 2023 and director in March 2024.
According to the latest share ownership information, Paromita, jointly with her two daughters, owned 33.34%, while each of the sisters, jointly with the other sister and mother, owned 33.3% each.
In 2021, Divinion Advisory Services set up Divinion Alternative India Fund, a Sebi-registered Alternative India fund that invests in equities. Divinion's revenue jumped from 40.9 lakh in 2023 to 1.
94 crore in 2024. It reported a net profit of 43.72 lakh last year compared to a loss of 1,630 in 2023.
Mukhopadhyay joined the Tata Group in 1988, before moving to Tata Sons in 2000. He moved to TCS in 2008, a year after Chandrasekaran took over as its COO. After steering TCS as CEO between 2009 and February 2017, Chandrasekaran was entrusted as the chairman of Tata Sons.
The first executive that Chandrasekaran picked from the Tata Group was Mukhopadhyay, who joined Tata Sons in April 2017. And read | Tata Sons, the principal holding company of the Tata Group, owns shares in 26 listed companies, including Tata Motors Ltd, Tata Steel Ltd, and Tata Consultancy Services Ltd. At the end of March 2024, it had a cumulative revenue of over $165 billion.
Tata Sons is owned 65.9% by Tata Trusts, 12.87% by half a dozen Tata Group companies, and 18.
4% by the Mistry family..
