From questioning Cyrus Mistry’s sanity to accusing Ratan Tata of being emotional, the claws are out
India’s largest conglomerate Tata Group isn’t known for being flashy. It has a reputation of being dignified and discreet. Since October 24, that’s gone for a toss. On Monday, Tata Group announced in a media statement that Chairman Cyrus Mistry was being “replaced” by Ratan Tata, who had led the group between 1991 and 2012. Since then, there’s been speculation, finger-pointing and mudslinging — words that aren’t usually associate with Tata group.
On Monday, this letter from Ratan Tata went out, announcing Mistry’s removal and Tata’s re-appointment:
Tata held a meeting with managing directors and other senior management on Tuesday, at Bombay House, where he did his best to reassure them even as Tata stocks fell by up to 3.16 per cent at the Bombay Stock Exchange. Saying that “the drive must be on leadership”, Tata also said, “I look forward to working with you as we have worked together in the past. An institution must exceed the people who lead it. I am proud of all of you, and let us continue to build the group together.”
Cyrus Mistry didn’t take long to respond. While Tata Group filed caveats against Mistry and his firms, he sent the board a five-page letter that doesn’t just defend Mistry but also accuses Ratan Tata of having made decision that have cost the multinational conglomerate heavily. Here’s the full text of his letter:
“Prior to my appointment, I was assured that I would be given a free hand. The previous Chairman was to step back and be available for advice and guidance as and when needed. After my appointment, the Articles of Association were modified, changing the rules of engagement between the Trusts, the Board of Tata Sons, the Chairman, and the operating companies. Inappropriate interpretation indeed followed, and as elaborated below, it severely constrained the ability of the group to engineer the necessary turnaround.
I am not sure if the individual board members and the trustees truly appreciated the extent of the problems I had inherited.”
“Tata Capital had a book that required significant clean up on account of bad loans to the infrastructure sector. The loan to Siva was under the strong advice of Executive Trustee Venkatraman, which has turned into a non-performing asset. All of this resulted in Tata Capital having to recognise abnormal size of NPAs.”
“Of all the companies in the portfolio, the telecom business has been continuously haemorrhaging. If we were to exit this business via fire sale or shut down, the cost would be USD 4-5 billion. This is in addition to any payout to DoCoMo of at least a billion plus dollars. The original structure of the DoCoMo transaction raises several questions about its appropriateness from a commercial or prudential perspective within the then prevailing Indian legal framework.”
While some of these accusations are evidently an attempt to point out that Ratan Tata may not be the saviour that he’s been projected to be, there’s also the revelation that significant business decisions of a multinational conglomerate as large and as old as Tata Group are punts rather than carefully assessed moves.
“This product [Nano] has consistently lost money, peaking at Rs. 1,000 crores. As there is no line of sight to profitability for the Nano, any turnaround strategy for the company requires to shut it down. Emotional reasons alone have kept us away from this crucial decision. Another challenge in shutting down Nano is that it would stop the supply of the Nano gliders to an entity that makes electric cars and in which Mr [Ratan] Tata has a stake.”
“On the performance of the portfolio, as you are aware from my presentations to you in the recent past, if we look at the aggregate data between 2011 and 2015 and limit the analysis largely to the legacy hotspots (IHCL, Tata Motors PV, Tata Steel Europe, Tata Power Mundra. and Teleservices), it will show that the capital employed in those companies has risen from Rs. 132,000 crores to Rs. 196,000 crores (due to operational losses, interest and capex). This figure is close to the networth of the group which is at Rs. 174,000 crores. A realistic assessment of the fair value these businesses could potentially result in a write down over time of about Rs.118,000 crores.”
Yes, you read that right: Rs 118,000 crores. No wonder BSE and National Stock Exchange (NSE) have asked for “clarification/confirmation on the news item in detail”. The news item they’re referring to is Mistry’s letter.
“As an example, once, the trust directors (Nitin Nohria and Vijay Singh) had to leave a Tata Sons board meeting in progress for almost an hour, keeping the rest of the Board waiting, in order to obtain instructions from Mr. Tata. Such a work pattern has also created the added risk of contravening insider trading regulations and exposed the Trust, apart from exposing the trustees to potential tax liabilities.”
Yesterday, possibly as part of a damage control measure, in an interview with NDTV, Abhishek Manu Singhvi, who is one of the lawyers for the Tata group, ridiculed Mistry and said that the board had lost confidence in him. “Does Mr Mistry think the entire eminent board insane?” asked Singhvi. “They all lost confidence in him.” Singhvi said that the “reasons for his [Mistry’s] ouster were economic, moral and propriety.” Refuting Mistry’s allegations of interference by Tata, Singhvi said, “As emeritus, Ratan Tata had the right to attend board meetings.”
In another interview with NDTV, VR Mehta, a member of Sir Dorabjee Trust, said, “Philanthropic work was getting affected.” Mehta said that only two companies flourished under Mistry: Jaguar Land Rover and Tata Consultancy Services. “We cannot take it for granted for all times that these will continue to be as profitable,” said Mehta. “Already there are indications that the IT industry may be facing severe competition.”
Tata Group is made up of more than 100 companies that produce a combined revenue of $103 billion, and employ more than 660,000 people. This controversy is far from over with Mistry having done the equivalent of rolling up his sleeves and holding up fisticuffs with his letter. Who would you back in the fight between Ratan Tata and Cyrus Mistry?