Rajan added some stories, all known, a few blow by blow accounts, some bizarre ones - very difficult to believe - and eventually made it clear that he was not happy with his job
There are two ways of writing a book, either keep it conversational, else try an inward-looking job. Writers prefer the first because it's common knowledge that the more inward-looking we are, the duller we become because we only talk about long lists of similar worries and anxieties, hopes and dreams, and we feel very, very spiritual once we leave a high pressure job. In short, it means you did not grab the bull by the horn, you have tried to find mileage out of your angst and self-obsession.
Mukund Rajan’s book, Brand Custodian: My Years With The Tatas, is a one step forward two step backward mashup of memoir, aided with loads of self-help and philosophy. Rajan, who started as an executive assistant to the Tata Sons chairman and eventually ended as Chief Ethics Officer of the group, reminds me of corporate honchos who worked with Coca Cola in India and just could not handle some of its big, internal crisis, including serving tea at a press conference to discuss the 2003 pesticide controversy instead of serving colas to make a strong statement. But once they left Coca Cola, they started burping, penning books highlighting what could have been done by the Atlanta-based multinational. They didn't say why they could not do it while they were on the job.
In many ways, Brand Custodian suffers from similar issues. Rajan added some stories, all known, a few blow by blow accounts, some bizarre ones - very difficult to believe - and eventually made it clear that he was not happy with his job, and Ratan Tata, without saying why. He does not tell me what I want to know, the unknown remains unknown in the book. Worse, he starts by pouring heaps of praise on Ratan Tata and by the end of the book, pours heaps of scorn on India’s most genial corporate captain. He even says Ratan Tata was not the right man to be made the king by the Tatas but almost instantly writes Ratan Tata’s interest in complex engineering and high technology mattered hugely at a time when Indian industry was challenged to modernise its obsolete infrastructure and processes.
Rajan wants to make it clear that till he arrived at the doors of Bombay House like John Rambo, everything was wrong in the House of Tatas. No, corporates don't work that way, at least not the Tatas, arguably India’s finest brand for generations. Rajan, the writer, should not have been different from Rajan, the Tata director and eventually the group’s brand custodian. Its a little odd when he starts by saying Ratan Tata drove a number of big bucks projects to initiate growth and, in the same breath hints that he does not like leaders on pedestals with a halo. He doesn't answer the question how should a person be? So what does he want?
His dislike for Ratan Tata becomes the obvious focal point of this book, Rajan keeps talking about two, sorry three, events that he feels impacted him and his work at the house of Tatas: Financial scandals that rocked Tata Finance, the rise of Niira Radia and the exit of Cyrus Mistry. He puts in some others in the book, like how he and only he solved Tatas troubles with big media houses and why Ratan Tata felt Indian media was often unfair in its reporting (a charge harboured now by many more). Let’s start with Pendse, whose life could have been all so different but the former MD of Tata Finance killed himself at his Mumbai office in 2017. Pendse was considered a financial genius, a protégé of Ratan Tata, and given the task of building the Tata group’s non-banking financial services firm Tata Finance in 1996. But the book gives Pendse a near-clean chit and rarely delves into how Pendse blew the opportunity and ended his glittering 22-year career with Tata group in disgrace. Look at the SEBI order that banned him from accessing capital markets and you will realise what he was made of: Cheating, forgery, criminal conspiracy, misappropriation of funds and falsification of accounts.
The writer also finds fault at the way Ajit Kerkar, the Czar of Taj Group of Hotels, was eased out of the board by a move orchestrated by Ratan Tata. There is little detail in the book as to what prompted Kerkar’s ouster in that September 2, 1997 meeting and why Ratan Tata, then the unquestioned overlord of the Rs 28,690 crore Tata Group, took over as chairman and eventually got RK Krishna Kumar, MD of Tata Tea, to replace Kerkar. The book does not mention that Kerkar withheld from the board of IHCL information - as sought by the Tatas - on the accounts of IHCL's foreign subsidiaries. Worse, he committed IHCL and the Tata Group to a project exceeding Rs 1,000 crore at the Bandra-Kurla complex without even submitting a project report to Tata Sons. And then, it was revealed deposits were collected from two foreign airlines for renting IHCL premises in India, in violation of FERA. In protest, Tata Sons directors on the IHCL board refused to adopt the 1996-97 annual results. There were other charges against Kerkar who initiated brokerages to business associates on internal share transfers. An associate of Kerkar's son in Cox & Kings - it was found - raked off 50 per cent profit on sale of IHCL's special import licences. Kerkar had no answer to the charges, he lacked fiduciary responsibility, good governance and transparency. The book does not say a word, Rajan does not say how charges of financial impropriety against Kerkar were weighty enough to overshadow his past records of excellence, why Kerkar could not keep his nose clean.
Rajan, while describing Radia, makes it very clear he did not like her meteoric rise within the group, and keeps wondering how she managed to be close to Ratan Tata, and also to Mukesh Ambani. In his efforts to make everything funny and fictional, he lists an incident at a restaurant where Radia, Tata and he were present for a meal and Tata was not very comfortable with the belly dancers. Rajan also finds it surprising that Tata chose to drive himself to the restaurant - He misses the simplicity of a tycoon who lives with his pets and a handful of helpers at home and prefers to drive and open the door to all the visitors - and even laughs at Tata’s credit card getting jammed at the restaurant. No, you don't slice such private moments like a mango for a serving. Rajan forgets to mention that charges against Radia have been thrown out of the window by the courts, and the former lobbyist is now charting a course - much like Rajan - as an entrepreneur.
Rajan tries hard to make the book credible by using some cheeky exclamation marks to explain the rise of Cyrus Mistry and his public spat with Ratan Tata. He says Mistry was removed to save Ratan Tata’s image. Rajan does not say why Mistry - the first non-Tata Chairman of the group and appointed much to the chagrin of few at Bombay House - cried wolf.
Lets put some facts on table. Mistry, right after his ouster, armed with a cartload of charges against the Tatas – knocked on every possible door: From the NCLT to SEBI and various courts of law, raising alleged tales of mismanagement in various Tata companies and management interference by the Board at the operational level. And a simple status check would show things haven’t moved his way even in a single case.
In April 2017, the NCLT summarily rejected Mistry’s allegations against Tata and Tata Sons, dismissing his waiver petition as well. In July 2017, the Bombay High Court refused to hear a plea filed by Cyrus Mistry-led group of minority shareholders seeking Rs 41,000 crore in damages. After his removal, Cyrus Mistry and the companies controlled by his family, which together hold 18.37% shares in Tata Sons, filed a petition at NCLT alleging oppression and mismanagement against Tata Sons. The NCLT however, dismissed the petition and also rejected his plea seeking a waiver from the eligibility criteria of holding at least 10% shareholding in Tata Sons to maintain a case of oppression and mismanagement against the Board. Let’s see how summarily NCLT dismissed the charges. To the allegation that Amendments in Articles of Association were abused and misused by Ratan Tata, NCLT said Mistry had the rights to vote against the proposed changes in Articles of Association but didn’t do it.
The NCLT found no cause of action against Mistry’s allegation that in 2007, Tata Steel invested $12 bn in Corus Group at a substantial premium. Worse, the tribunal said, the transaction in question took place almost 9 years back and was not in relation to the affairs of Tata Sons. And on the big bucks charge that his removal as Tata Sons chairman was illegal and in violation of corporate governance laws, the NCLT said Mistry was not appointed Chairman based on the 18.37% shareholding of his family in Tata Sons but was given the position on selection and had taken on employment with the Group. In August 2017 SEBI shut an investigation against the Tatas, saying it found no corporate governance lapses, mismanagement or occurrences of insider trading by Tata or by the listed companies of the Tata group. Cyrus was a member of the Tata Sons Board since 2006. During these 10-long years, never had he levelled any allegation earlier about any corporate governance lapse in the company. On the contrary, Mistry’s own company and his family businesses have been dragged in serious frauds such as the Panama Paper Leaks in the past 10 years. I could not find it in the book.
Rajan’s claims do not work, do not stick. It's like his dramatised claim that he persuaded Ratan Tata not to keep a plastic, green snake on the table used by Tata board member Jamshed Bhabha. He should have remembered that boardroom gossip never makes a great book, it triggers more gossip. And if he is saying Ratan Tata was the man for all the ills in the House of Tatas, no one will buy his theory.
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