Friday, December 29, 2023

Interview: Ratan Tata on Tata Steel (July 2001)

“Given right incentives, India can be a steel supplier to the world”--Ratan Tata

My first conversation with Ratan Tata was while doing a cover story on Tata Steel for Business India, (July 23-Aug 5, 2001). Excerpts of which are reproduced below. The link to the story is also below. Tata Steel had just finished major modernisation of its Blast Furnace and had commissioned a brand new Cold Rolling Mill in collaboration with the Japanese giant Nippon Steel. And the veteran metallurgist and MD, Dr J J Irani was retiring and B Muthuraman was on the verge of taking over the leadership in 2001.

What impressed me about Ratan Tata was his straight talking and down to earth approach. When I dangled a bait in the form of a question regarding a claim by Tata Steel's PR in the media which I knew to be false or a "conditional truth". He immediately concurred with me that the claim was questionable and he has asked them to redo their calculations and show him. Very few business leaders are self critical or circumspect about superlative claims by their PR ! The full story on Tata Steel is here:

https://reflections-shivanand.blogspot.com/2007/08/tata-steel-renaissance.html

In a free-wheeling hour-long interview, Tata group chairman Ratan Tata spoke to Shivanand Kanavi ( July 2001) about the challenges faced at Tisco. Excerpts:
Q How do you look at your nine years as chairman of Tata Steel?
When I became the chairman, Tata Steel had just come out of the administered price regime where price increases were simply passed on to the consumer. The month I took over there was a crisis because freight equalisation had been discontinued and we were adversely affected since the major markets were in the south and the west. Tata Steel had come out of a seller’s market and hadn’t really oriented itself to the customer.
We set up two task forces, one to look at realisation and the other to look at costs, both of which were headed by Jamshed Irani. They went about looking at issues in a real hard way. We made some progress on both those scores. We started benchmarking ourselves with the best of the breed in the world. That really paid off, in terms of keeping great pressure on the level of our costs.
We also made a decision not to expand but modernise our facilities, and to move into flat products, which we saw as the growth area. We went through some difficult years in terms of cash flow and liquidity as we increased our levels of borrowings to see the various phases of modernisation through. Finally, the hot rolled mill and subsequently the cold rolled mill came into being. For a period of time, Tata Steel did not look hot to investors and analysts until we moved to the last phase of what we were doing.
The leadership in Jamshedpur has had a tremendous role to play in what was achieved. Jamshed Irani and his team have resolutely gone about making this transition, with no pulls and pressures that it should have been done in another way.
I think the only distraction would have been the view that Tata Steel should grow to 15 million tonnes, that it should be a volume producer as against a company that would be the best in its class. And perhaps, the period when one thought that Gopalpur would be the focal point of growth. I felt that growth in steel is going to be a difficult one and that we should consolidate ourselves and improve our operations before we looked at expansion.
Q What stops India from becoming the steel supplier to the world?
There are several issues. Koreans operate at 9:1 debt equity ratio, their interest rates are close to 1-2 per cent, whereas it is 18 per cent here. Tisco has had the benefit of the
Steel Development Fund, which is softer but which does not cover everything. The social costs in India and Tisco are a part of our baggage. Posco, for example, will bulldoze a plant that is obsolete and build another one in its place that is newer. We can’t do that in India. We need a MITI like approach to become supplier to the world. Here the steel industry has never been given the required incentives.
Q To build a modern company in Bihar must have been quite a challenge.
The credit has to go to a very strong community spirit in Jamshedpur. The people of Jamshedpur have a very strong sense of pride, and there is a sense of fear that it should not become like the rest. When I lived there, in the ’60s, there was a time when for Rs15,000 somebody could get killed. Finally, we had a good SP who cleaned up the place. So the rot can happen in Jamshedpur also. Tata Steel has been a fair corporate citizen, it has given a lot to the community. It has administered not in its own self -interest, but in the broader interest of the community.
Q Don’t investors question why you give away Rs100 crore every year to Jamshedpur and surroundings?
In particular, foreign shareholders think that this is baggage we are carrying and, in a manner of speaking, it is. But if you look at the industrial harmony and so on, I don’t think you can ascribe a value to it. This is a cost you have and despite that if you are still going to be the lowest cost steel producer, then no one should mind.
Q Instead of investing in ferrochrome and titanium why don’t you acquire steel?
Within India Tata Steel has looked at some options. But we recognized that, regrettably, the steel industry does not cover the cost of capital — and this is the global situation. Therefore, you do see reductions in capacities in various parts of the world. If you have to invest thousands of crores, as we did in the modernisation of the plant, and if it doesn’t give us a return that is equal to the cost of capital, then we have destroyed shareholder value. Moreover, just because you are Tata Steel does not mean that steel can be your only growth area. In the world you have companies that started in fertilizers and now are in pharmaceuticals. Companies like Mannesman that were in steel are now in telecom.
Q There are other group companies operating in the area of telecom, then why Tata Steel?
Tata Steel has not decided to get into telecom. We said let’s parcel out various parts of the telecom activity and look at the Group as a whole being in telecom. Ideally, you would have got one consolidated telecom company in the Group. But again, shareholders say: ‘This is my money and all I have is dividend returns from the company’. So, another way to do it is, you parcel it out even though that is a less efficient way of doing it. The bits are not in competition but complement each other. Maybe one day we will merge those into one.
Q Are you looking at acquiring steel plants abroad?
We are looking at plants abroad. However, we should be sure that we can manage that extra capacity on a global basis also. You could get a huge asset at a very good price, but you might end up having surplus capacity, which will be outside India. You then have to support it in terms of foreign exchange and we do not have a foreign base to do it. So we may be cautious in looking at these plants. Our ethic also prevents us from walking away from an acquisition when it sours.
Q Did McKinsey’s advise you to dump steel?
McKinsey’s did not tell us to dump this or dump that. McKinsey’s just gave us discussion notes in various industries. They raised some serious questions regarding the steel industry and whether it destroyed shareholder value. And I must say they awakened us to the fact that we had to do much more in steel to make it an investor-attractive area of business.
Q Last year Tata Steel made the most profits in the Group after TCS.
We need to be a little circumspect. Tisco has now got two high margin plants on line. It has shed its old processes. Crucial to producing and sustaining these results is growth in demand in its user industries, like auto, white goods and construction. Even if domestic demand picks up but there is over capacity in the world then you will be faced with low cost imports.
However, there are two pluses; one is that steel is a commodity. Hence, Tata Steel has been able to go all-out in production, covering its cost and dropping its price. The other advantage is, if the Indian market got bad you could export it. In product markets like trucks or refrigerators you can’t do both these things.
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Wednesday, December 20, 2023

Book Review: Inside the Boardroom

 

Book Review:

Inside the Board Room- How Behaviour Trumps Rationality” 

By R Gopalakrishnan and Tulsi Jayakumar, 

Rupa Publications 2023

 



On Board

The authors of this timely book; R Gopalakrishnan with his over 55 years of experience in leading Indian Corporations in various capacities from a trainee engineer in Hindustan Lever to leadership of several boards and Tulsi Jayakumar interested in family businesses, as an academic teaching management studies, have provided us with a delightful and useful work.

As the name suggests the book deals with what happens in a board room of different types of companies; professionally managed, family owned, promoter driven, large and small enterprises.

While the owners’, promoters’ role in the business dynamics of an enterprise is also discussed the focus of the book is the role of the CEO and the independent directors on the board.

The book briefly traces the evolution of corporate India’s board room particularly in the light of Cadbury Committee recommendations in 1992 in UK and the churn that resulted in the J J Irani Committee recommending changes in the Company law in India that led to the new version of the Company Law in 2005.

The Cadbury Committee had recommended that companies voluntarily accept: separation of roles of chairman and CEO; a majority in the board of independent directors; non-executive directors to be in the majority on the remuneration committee and playing active role in the audit committee. Though it was a UK focused report it had great influence on the evolution of corporate governance internationally.

Even in India it led later to the introduction of independent directors in all public companies, though not a majority; awareness about women in board rooms; need for diversity among independent directors in general and so on.

In this reviewer’s opinion the book is compulsory reading material not only for all corporate board members but also for management students and students aspiring to become company secretaries, compliance officers, market analysts and equity researchers etc.

The authors however continually stress that mandated or voluntarily accepted compliance standards and norms go only thus far and no further like the laws and constitutions. A more important and tricky factor in the board room, the authors point out, is behavioural. They posit that these issues play a very important role in board room dynamics.

That is what makes this slim book an interesting read and novel in approach.

They illustrate their thesis with innumerable cases studies of business failures that can be traced back to board room dynamics that stymied any course correction in time for these corporations. They draw their brief lessons; without falling into to the pitfall of merely compiling case studies in corporate governance; from the global as well as Indian corporate history.

The pages are enriched by a wide variety of stories from Enron, Worldcomm, Unilever, Lehman Brothers, Nestle, Rajat Gupta episode and dozens of others from global corporations. From the Indian corporate sector we have examples from YES Bank, Kingfisher Airlines, Ranbaxy, Satyam, Jet Airways, Tata Finance, HLL and several unnamed ones narrated anecdotally by R Gopalakrishnan.

The personal experiences and anecdotes from more than 20 company boards of which “Gopal” ( a third person short form used by R Gopalakrishnan in the book) was a part of; some as an executive director and many as an independent director, make the discussion more interesting and less a B-schoolish.

In the case of a business failure or a hint of a scam or unethical practices of a company the public opinion is almost always unmindful of explanations and excuses provided by the tainted leadership ie promoters. But the media and public make an equally searing criticism of the role of independent directors on the board, who often have impeccable credentials. “What were they doing all this time other than collecting hefty sitting fees and enjoying hospitality and other perks!” is a common refrain post facto.

Thus the question arises about the role of independent directors in the board, their fiduciary responsibility to keep in mind the overall sustained and sustainable growth of the company and the interests of minority and retail investors, whose interests they are supposed to protect at the same time not appearing to be obstructionist and perennially conservative and status-quoist on important matters in the board and so on. Easier said than done.

So the book deals at length with various tricky scenarios in the board and how independent directors should successfully navigate through them, how they should be aware of early warning signals of trouble, how they should at the same time contribute positively to the board proceedings to push for timely course correction, use their specialist knowledge for which they have been chosen to be on the board in the first place and so on.

The book provides many tips called mantras to provide an Indian touch to the discussion for all parts of the board, the leadership, the independent directors and CEO on how to carry out their fiduciary responsibilities and balance conflicting pulls and pushes.

The astute observations made by authors on behavior in board room have their reflection in fact in any group, organization, family scenarios. Thus the reader who may have nothing to do with board rooms also comes up with many a ‘aha’ moment.

Shivanand Kanavi

(Former VP TCS, Physicist, Business Journalist and Author; skanavi@gmail.com )