From 2G Scam to Mistry's Ouster: Don't good governance rules apply to the revered Tata Group?
Over 48 hours after the unceremonious ouster of Cyrus P Mistry as Chairman of Tata Sons, the exact reason for the board ganging up against him remains a mystery. Meanwhile, Mistry has started singing which shows deep fissures in the group. In the first few hours of Ratan Tata ousting Mr Mistry, a drastic and unprecedented action for a group of this size and global presence, many heads of key market organisations had come to believe that we would soon hear of some serious transgression or financial irregularity by Mr Mistry. Only something as serious as this would warrant such an extreme action, to protect the group's interests. It now appears nothing of the sort has happened. What is worse, investors of all Tata group companies remain in the dark and are utterly confused about what is going on. Meanwhile, serious questions are being raised about the way the group is being run.
 
While good governance rules and disclosure norms require stock exchanges to be provided detailed explanation, even for less significant corporation actions, Tata Sons, as the group holding company has escaped this because it is unlisted. However, since Mr Tata has chosen to write a cryptic letter to the Prime Minister of India informing him of his 'temporary' return to the helm of the Tata Group, maybe the Prime Minister's Office (PMO) should tell Mr Tata that he owes an expiation to the millions of investors of Tata group companies.
 
The Tata group is treated with such reverence that neither the market regulator, nor the stock exchanges on which the group companies are listed, nor the Finance Ministry have bothered to ask why the board has chosen to take such a drastic step and followed it up by removing Mr Mistry's speeches and interviews and disbanding the management committee he had set up.
 
Why does Tata Sons owe an explanation to investors of all Tata group companies that are listed on stock exchanges?  We can think of three immediate reasons. First, that Tata Sons collects a brand equity fee or royalty from each company for using the coveted "Tata" name. An action by the Tata Sons Board, which affects that brand equity, needs to be explained to shareholders, especially since they have already suffered a notional loss in their shareholding.   
 
Secondly, Mr Tata as the new, interim group chairman made it a point to meet group chief executives (CEOs) and assured them about continuity. We learn from media reports that he did not offer them any explanation but merely told them that he was proud of them. He needs to provide the same assurance to investors, but not with platitudes, but with a detailed explanation. 
 
Thirdly, Tata Sons and its board are not going to be able to silence everybody. As we go to press, Mr Mistry is already hitting back and has begun to release a lot of information that will expose all the warts that have remained hidden for decades.
 
For instance, Mr Mistry says the decision had left him 'shocked beyond words'. “I have to say that the board of directors has not covered itself with glory. To 'replace' your chairman without so much as a word of explanation and without affording him an opportunity to defend himself...must be unique in the annals of corporate history,” Mr Mistry was quoted as saying from the email. The five-page letter written by Mr Mistry says lack of explanation has led to all manners of speculation and harmed his as well as Tata Group’s reputation. Mr Mistry mentioned that the forensic probe had revealed fraudulent transactions worth Rs22 crore in AirAsia. “I had made my objection known on the airline venture (AirAsia).” he wrote adding, “I was pushed into the position of a ‘Lame Duck’ Chairman.”

He also disclosed that Tata’s nano project was a burden on company and only emotional reasons have kept it from closing the project. He said that Nano has consistently lost money. “Any turnaround plan for Tata Nano required Tata Motors to shut it down,” reads the letter. The letter is embedded here:
 
 
A lot of dirty linen will be washed in public over the next few weeks - we may even see the same mud-slinging we saw when the Ambani brothers fought.  Shouldn't investors have some guidance on what to believe and what to ignore? Silence is not the answer. 
 
Finally, in the absence of any revelation of malfeasance or dubious conduct on the part of Cyrus Mistry, one needs to ask the Tata Sons board about its own double standards. Why was the Board silent about the less than pristine behaviour of Mr Ratan Tata personally and key Tata officials in the 2G scam? Why did the taped conversation of the Tata's New Delhi lobbyist Niira Radia, or Mr Tata's letter to Tamil Nadu’s former Chief Minister M Karunanidhi not outrage the Tata Sons Board enough to want a change?  It smacks of double standards. The tapes showed that Mr Tata, who earlier in 2010 had warned that India would turn into a banana republic if corruption were not contained, was also a beneficiary of A Raja's corrupt dealings.
 
In fact, the developments of the past 48 hours at the Tata group once again expose the hollowness of India's corporate governance regulations. The mighty will continue to ignore the rules and get away with it. Meanwhile, we will continue to watch how this mess unravels over the next few months. All we can say is that the war has just begun. 
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    COMMENTS

    B. KRISHNAN

    4 years ago

    I endorse every word written in this article. Unlike other sycophantic media Moneylife has once again boldly stated what is obvious to everyone, but afraid to speak out against the haloed name!

    Kumar Swamy

    4 years ago

    "It takes 20 years to build a reputation and five minutes to ruin it. If you think about that, you'll do things differently..... We can afford to lose money - even a lot of money. But we can't afford to lose reputation - even a shred of reputation.....If you lose money for the firm I will be understanding. If you lose reputation I will be ruthless..." Warren Buffett.

    Sucheta,

    Ratan Tata needed to be ruthless since Tata reputation had already taken a hit after a major screw-ups with respect to DoCoMo and Tata UK Steel. This dented Tatas image not only in India, internationally. I'm glad Ratan Tata is back. Your accusations regarding Radia tapes are just lame. We would like to hear from you further details about dealings of Cyrus Mistry, his relations with BOD and the coup that was seemingly took Mistry by total surprise?

    REPLY

    Sucheta Dalal

    In Reply to Kumar Swamy 4 years ago

    Do read cyrus mistry's letter or simply google... he inherited Corus problems, did not create them. There is no evidence to show that he did anything to damage the Tata reputation. We waited 48 hours thinking that this drastic action may have been the result of some mega transgression on the part of Mr Mistry and that the Tata Sons board would not initiate such a drastic step otherwise. In fact we believed that the Tata Sons board may have been acting to protect the Tata reputation. 48 hours later, there is nothing to show and Cyrus Mistry's letter has some astonishing facts. Instead of personalising it, why dont you follow news reports and wait to see how the Tatas explain the situation. Rather surprised at your one-sided reading of the article above.

    Kumar Swamy

    In Reply to Sucheta Dalal 4 years ago

    Nothing personal! I've read Mistry's letter and familiar with Corus deal. Also, I'm an investor in Tata group cos. Let's wait for Tata's response.

    Suketu Shah

    4 years ago

    The entire Mistry removal plan was preplanned well in advance by Rotten.Thats the most shameful part.What cheat games Rotten used against Mr Mistry.This is the same Tata group which ranks No 1 in terms of ethics and governance!When their own Chairman is untrustworthy how can a shareholder trust Tatas.

    Mistry was right on track to solve problems he had "inherited" by Rotten.

    Janakiraman Rajalakshmi

    4 years ago

    Finally, in the absence of any revelation of malfeasance or dubious conduct on the part of Cyrus Mistry, one needs to ask the Tata Sons board about its own double standards. Why was the Board silent about the less than pristine behaviour of Mr Ratan Tata personally and key Tata officials in the 2G scam? Why did the taped conversation of the Tata's New Delhi lobbyist Niira Radia, or Mr Tata's letter to Tamil Nadu’s former Chief Minister M Karunanidhi not outrage the Tata Sons Board enough to want a change? It smacks of double standards. The tapes showed that Mr Tata, who earlier in 2010 had warned that India would turn into a banana republic if corruption were not contained, was also a



    inally, in the absence of any revelation of malfeasance or dubious conduct on the part of Cyrus Mistry, one needs to ask the Tata Sons board about its own double standards. Why was the Board silent about the less than pristine behaviour of Mr Ratan Tata personally and key Tata officials in the 2G scam? Why did the taped conversation of the Tata's New Delhi lobbyist Niira Radia, or Mr Tata's letter to Tamil Nadu’s former Chief Minister M Karunanidhi not outrage the Tata Sons Board enough to want a change? It smacks of double standards. The tapes showed that Mr Tata, who earlier in 2010 had warned that //India would turn into a banana republic if corruption were not contained, was also a beneficiary of A Raja's corrupt dealings.///

    Best summing up.

    kapil bajaj

    4 years ago

    Like most things in the political and economic domains that make up the state capitalist system, the 'revered'-ness of the Tata Group is a media-created myth as is the gentlemanliness of Ratan Tata, the mediocre bania who owes his enormous wealth, privilege and clout to accident of birth rather than strength of character, intelligence or hard work.

    An especially obtuse statement that I can recall of this oaf was his equating of farming life with poverty during the Singur controversy which found a sort of echo in Cyrus Mistry's reference to the Nano project while he remonstrated at being stripped of Tata Group's chairmanship.

    It's the same Ratan Tata who was caught red handed manipulating the political system through his wheeler-dealer Niira Radia. If not for his clout over the system, that action alone should have landed him in jail.

    Instead of admitting wrongdoing in the matter, this senescent rogue had the temerity in November 2010 to describe India as acquiring "banana republic-like tendencies". What a fraud he is!

    But then he spoke the truth. India did indeed begin to look like a banana republic when it allowed the malfeasance of Tata Group -- such as the Tata Finance scam to name but one -- to go unpunished while laying down an entirely different set of standards for businesses like Sahara's.

    It's Tata Group's undermining of the rule of law, widely indulged by the elite sections of society and camouflaged behind an image of classy gentlemanliness, that makes India feel like a banana republic and allows other business conglomerates to behave similarly.

    Ratan Tata epitomises that specious gentility behind which lies the dead weight of
    parasitic and kleptocratic capitalism that his group represents.

    Tata Group is not adding value to our lives; it's taking away value from our lives.

    It has been influencing public policy to suit its selfish interests and is stealing money from the public sector as exemplified in the disastrous role it played in the Centre's e-governance programme.

    It's time the public showed some spine to this Rothschild of India and demanded a thorough investigation of Tata Group and its manipulation of the system.

    REPLY

    Janakiraman Rajalakshmi

    In Reply to kapil bajaj 4 years ago

    Totally agree with you.

    Carlos De Souza

    In Reply to Janakiraman Rajalakshmi 4 years ago

    Agree mostly, BUT, Rotten Tata is NOT A BANIA :-)

    Ralph Rau

    4 years ago

    The good news is that even a Shapoorji family member can be dismissed. This shows better governance than the Nehru Gandhi clan which would rather sink India's only credible National Opposition than get him out of the picture.

    I used to think Tata Sons did not indulge in corruption until the case where the Goa CM was bribed and Tata Housing built Villa Paradiso in Alto Betim on clearly designated green belt forested area over the river Mandovi and Panaji city. Indian Hotels also bribed Minister Churchill Alemao who was indulging in thuggery to prevent the establishment of Taj Exotica hotel in Goa. Mr Tatas only requirement of Minister Alemao was to not take cash but to take a cheque after grossing up to include the Minister's tax liability on the receipt. The Tata concern was to pay the bribe by cheque and not cash! That makes it white!

    How can a business keep out of corruption in a nation where politicians constantly demand money, preferably CASH, "for party funds". Even the BJP Goa CM's brothe-in-law was trapped red handed accepting a bribe. The ACB personnel were promptly transferred out of the ACB !

    Mongal Dan

    4 years ago

    Very nice piece of article elaborately dealing with every aspect of the corporate drama

    Sudhir Jatar

    4 years ago

    I never expected Tatas to behave as Ratan Tata & Co have. I have had dealings with Tata Group as CMD of public sector companies and the Tata companies always came out as the most ethical and principled. I have corresponded with the doyen of Indian industry "JRD" when I was Chairman of SCOPE (Standing Conference of Public Enterprises) and can say with confidence that he was most open and transparent. You can't say on one side that there is intolerance in the country and on the other display it yourself in your actions. I hope good sense prevails and this crisis is overcome without loss of face to any one and least of all to the investor!

    Gupta

    4 years ago

    Interestingly, just today, the World Bank's Ease of Doing Business results were published and very surprisingly, while India scored a pathetic 130th rank (which it rightly deserves!), it scored the highest rank of no. 13 (down from no. 10 last year) on the parameter of "protection of minority shareholders".... Laughable... WB should have put the report on hold after seeing this news! This comes right after Birla group's funny corporate restructure of Head in which only benefits one family.

    I wonder when corporates and public at large across fields will start taking some meaningful lectures on Ethics...

    REPLY

    Gupta

    In Reply to Gupta 4 years ago

    Typo... restructure of Grasim, not Head. Oversmart phones taking over human intelligence.

    R Balakrishnan

    4 years ago

    Poor shareholders. Saddled with the return of the owner who wanted to retire. After retirement, he still allocated capital to airline businesses. And the Board nodded. So much for 'independent' directors and the so called 'retirement'.

    We are listening!

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