There's a simple yardstick that drives the choice of new business: it must have the potential to be among the top three leaders in its market; its returns must be greater than the cost of capital employed; and economies of scale.

He spent the 1990s restructuring his group. Now, Ratan Tata is making up for lost time by snapping up state-owned companies and focussing on branded products and services. The goal: to double the Rs. 41,000-crore Tata Group's sales every four years; its profits, every three.

From The Editor
The other day, the CEO of one of India's biggest telecom businesses remarked that the ideal business philosophy is one that combines the aggressiveness of the Ambanis and the ethics of the Tatas. The problem is that it can be rather tough to combine those attributes. Given an imperfect government whose policies regarding business often lack clarity and focus, the two may even seem mutually exclusive. Yet a corporate philosophy that draws on these two attributes can probably make for the perfect blend.

Purely coincidentaly, this issue has features on both, the Tatas and the Ambanis. Both have been making news. The Ambanis announced a mega merger, which will now catapult Reliance into the Fortune 500 league, and bring a rafter of benefits for their oil and petrochemicals businesses. At the Tata group, the news hasn't been that sensational. Yes, there were the successful bids for VSNL and CMC, the success (albeit after a hiccupy start) of the Indica, the decision to go public with what may be India's most valuable IT company yet and so on. But our story looks at the bigger picture. And in sharp focus is Ratan Tata, who completed 10 years as chairman of the group last year.

In a sense Tata has been quite unlucky as a CEO. In 1991, when J.R.D. Tata handed over the baton to him, he was already 54. And while younger business groups made the most of the 1990s, grabbing new growth opportunities, Tata had to spend a major part of the decade setting the house in order. One of his first achievements was to enforce an already existing, but rarely adopted retirement policy for CEOs of group companies. Unluckily for him, this led to more than one protracted battle with the group's well-entrenched satraps. His other task was to increase the group's shareholding and, hence its control over companies in its fold.

Unfortunately for Tata, these two mundane tasks became the most visible ones during the 1990s. Few noticed the number of other changes that took place. For instance, in the past 10 years, Tatas exited 11 businesses and entered 15 new ones. On another dimension, the group, which has historically been heavily skewed towards manufacturing, tried to shift gears and move into branded products and services, which release more value.

Our story looks at how Tata has tried to transform one of India's most respected business groups and the world's best known Indian corporate brand. Tata himself spent over two hours for an interview where he talked about his achievements, the group's future, and even gave us a peek into what kind of a successor he would like to take over from him when he calls it a day at the end of 2007.
Sanjoy Narayan

Over the last 10 years, Ratan Tata has quietly entered 15 new businesses, exited 11, and herded the rebellious Tata companies into a cohesive group.

Tata now wants to double revenues every four years, and profits, every three. His secret weapon: branded products and services.
By R. Sridharan

Tata's Diktat

Globalise: With economies opening up, Tata companies are aiming for global benchmarks to compete.
Be Skill-Intensive: With manufacturing ceasing to be India's advantage, the thrust is on knowledge-based industries.
Build Brands: Shift from selling commodities to marketing branded products and services that not just differentiate but fetch a premium.
Leadership: To justify shareholder interest, Tata companies must be among the top three in their industries.
Enhance Performance: Executives must pull their weight, and the best of them must get opportunities across functions and group companies.
Push Growth: Double revenues every four years, and net profits, every three. Size matters.

At the shareholders' agreement signing ceremony for VSNL in Mumbai on February 13, 2002, Ratan Tata was his characteristic quiet self. Even as the Information Technology minister Pramod Mahajan urged the audience-comprising, among others, Kumar Mangalam Birla of the A.V. Birla Group and Rajeev Chandrasekhar of BPL - for more aggressive play in the government's disinvestment programme, Tata sat poker-faced at one end of the dais. He had plenty of reasons to let on a smile, through. After all, a giant was stirring.

The Rs. 1,439 crore purchase of a 25 per cent stake in Videsh Sanchar Nigam Ltd. (VSNL) - the biggest disinvestment deal so far - gives the Tatas a 100 per cent share of the hitherto monopoly international long distance market, and a leading share of the internet services market. Earlier, the closely-held Tata Consultancy Services had acquired another state-owned company, CMC, consolidating its leadership in the retail banking solutions business, and thus edging closer to the $1-billion (Rs. 4,700 crore) revenue mark - the first for an Indian software company.

There are reasons for jubilation in other parts of the group as well. Tata Engineering seems to have overcome quality problems in its small car Indica with a new V2 version, which is moving the metal like never before; in January, the company also unveiled a 1.4-litre sedan built on the same Indica platform, adding another car to its lonesome portfolio. And Tata Steel, despite the global slump in the steel industry, managed to emerge stronger after three years of intense restructuring and downsizing. Today, it is one of the lowest cost steel producers in the world.

The two-year-old acquisition of the British tea brand Tetley is already making financial sense. In the current fiscal, the company upped its market share in the UK by 4 percentage points to 23 percentage points, and gross profits by a staggering 34 per cent. It now appears that the Tatas $270 million (Rs. 1,890 crore) investment in Tetley may start yielding returns ahead of schedule. Morale in the group is, understandably, sky high. "It's like a surge of electricity going through the group," says R.K. Krishnakumar, Chairman, Tata Tea, and also a director on the board of Tata Sons, the group's holding company.

The Takeoff
That surge of electricity - not unnoticed by merchant bankers, now crawling all over Bombay House, the group headquarters - is in fact the spark that the group was looking for to rocket itself into a new orbit of growth. In 1991, when a shy and reclusive Ratan Tata took over the chairmanship of the group from uncle J.R.D. Tata, his priority was not new businesses or even growth. It was something much more immediate-and arduous. It was to turn a loose confederation of companies, controlled zealously by powerful satraps, into a group that thought and acted like one. The challenge, however, wasn't merely of ousting powerful chieftains like Russi Mody of Tata Steel, Ajit Kerkar (Indian Hotels) or Darbari Seth (Tata Chemicals). In most companies, including Tata Steel and Tata Engineering, Tata Sons' holdings were precariously low.

That's possibly why while relatively upstart groups like Reliance, Videocon and even Essar were expanding their businesses in the 90s, the Tatas were busy trying to herd their flock together. "From the outside (that) may not look very much, but I think the first phase of what we were trying to do was to create an integrated group," says Tata, who uncharacteristically has even acquiesced in the hiring of a new agency for some hi-decibel PR.

Still, the 95-company, 2.25-lakh employee group does appear a lot different from what it was a decade ago. In that time it has forayed into at least 15 new businesses, and exited 11 (See Tatas By The Numbers). That means a third of the group's business have been churned over since Tata took over. The strategic tenor has changed too. For one, there is a shift happening from commodity businesses to brand-led products and services. Consider: brand businesses fetched about a fifth of sales and profits in 1990-91; today they account for half of the revenues and 58 per cent of net profits. "The fact that one-third of the portfolio has been reviewed would imply that in some mysterious way (we) have been at it," says
R. Gopalakrishnan, Executive Director, Tata Sons.

Tatas By the Numbers, Despite sell-offs...

...and diversifications...

The new business realities have also made the historically benevolent group clinical in its business strategy. Over the last 10 years, product lines that showed no promise of becoming segments leaders were dispensed with. Even today, there is a lot more scope for sell-offs, considering that about half-a-dozen companies fetch 85 per cent of the topline and 90 per cent of the profits.

The decade-long restructuring has helped Tata streamline the group along seven business segments: engineering, chemicals, communications and information systems, materials, consumer products, energy, and services. A Group Executive Office (GEO) interfaces between the principal shareholder (Tata Sons) and individual companies, while 14 business review committees set the strategic agenda for each of them. The performance goal, as set by Tata, for these businesses is simple: to double sales every four years and profits, every three.

From Commodities to Brands
But in a group where two of its biggest companies face an uncertain future, that's easier said than done. Tata Engineering is still deep into losses because the passenger car division is yet to generate profits, and the commercial vehicles business has been slammed hard by the downturn in economy. And Tata Steel, despite its recent gains in efficiency, operates in an industry with frightening overcapacity world wide.

Stockmarkers are only too aware of the problems the group faces. Since 1997, the stock price of Tata Steel has more than halved to Rs. 104 (March 8, 2002) and that of Tata Engineering dropped from Rs. 400 to Rs. 133. In that period FMCG giant Hindustan Lever has more than doubled its stock price to Rs. 250 and tech major Wipro has rocketed from Rs. 24 to Rs. 2,000. Not Surprisingly, then, in BT's study of India's 500 biggest wealth creators (Feb. 17, 2002), Tata Steel turned up at 496 and Tata Engineering at 469.

That reality is not lost on Tata. Beginning yesterday, there's a simple yardstick that drives the group's choice of new businesses: it must have the potential to be among the top three leaders in its market; its returns must be greater than the cost of capital employed; and there should be economies of scale. Besides, it must fit in with the group's way of doing business (read: ethically). "Now what we are doing is not just looking at companies, but looking at businesses within a company," says Tata, an avid car enthusiast.

...the group is still manufacture-intensive

"We are moving Tata Tea from a commodity business to a truly consumer marketing business"
— R.K. Krishnakumar, Chairman, Tata Tea

That scrutiny has made one thing clear to him: the group's future lies not in capital-intensive commodity industries like metals or chemicals, but less capital intensive and more skill-based businesses like infotech, telecom, hospitality, and biotechnology. Over the next seven years, the group plans to invest upto Rs. 11,000 crore in new businesses. Of that, more than two-thirds will go into telecom alone (See Funding The Future).

Across the group, though there is an urgency to grow global, Tata Engineering, particularly its passenger car business, is scouting for a partner that can complement its small-car portfolio and ensure survival at least in a niche segment. But the global downturn in the auto industry is making that task harder.
Meanwhile, the company is exploring new markets in Latin America, Africa, even Europe. Recently, the car-maker tied up with Rover to market Indica in the UK. And at the Geneva Auto Show in early March, Tata unveiled a new concept car called Indiva, based on the Indica platform. No time-frame for its launch has been announced, but the car will likely be marketed in Europe. But the passenger car business, long-term future hinges on it finding a global partner-and quickly.

Information technology has always been the group's original global business, but even its hospitality arm, Indian Hotels is looking at expanding, first, in South Asia and America and, later, Europe. Taj Asia-a joint venture with the Chaudary Group of Nepal-already operates two hotels in Maldives and three in Sri Lanka. It is now looking at destinations such as Bali and Phuket, and in another four to five years, China. In the US, a newly-registered company is scouring to buy either single premier properties or small groups in two or three gateway cities.

In beverages, the 1999 acquisition of Tetley has given the Tatas a much needed foothold in the international market. Tetley's vast marketing network can also be used to pump Tata's coffee and tea products (the Tatas already have a 34 per cent stake in the 72-store coffee chain, Barista). Here again, the plan is to focus on brands and enter new markets. Tetley, launched in India last month, will occupy the premium end of the market, and also be exported to neighbouring countries like Bangladesh and Pakistan. That apart, Krishnakumar, who also heads the beverages business, is looking at other related categories to enter. "We are moving Tata Tea from a commodity business to a truly consumer marketing business," he says.

After Tata who?
If there's any regret that Tata-a man of frugal habits-has, it must be not having become the chairman any earlier. When he took over from J.R.D. Tata in 1991, he was already 54 years old. Now, according to a retirement plan that Tata himself introduced, the group executives must retire at the age of 65-an age Tata attains end of this year. Sure, he'll have another five years as the non-executive chairman of Tata Sons, and can continue to steer the group much the way he has so far. But what happens thereafter?

Succession issues, typically, are critical. But in the case of the Tatas, it is more so. The new heir to the empire must not only consolidate, but grow whatever Tata has achieved over the last 10 years. There are a few possible contenders, including Tata's half-brother Noel, and one of the two sons (Shapoor and Cyrus) of Pallonji Shapoorji Mistry-a significant shareholder in Tata Sons. Alternatively it could be an outsider like-going purely by the grapevine-Nusli Wadia of Bombay Dyeing or Keki Dadiseth of Unilever. Tata is mum, but no matter who the successor is, he will need to have the charisma to keep the group together and move it in a single, forward direction. Admits Tata: "The challenge would be to find a person who embodies (the Tata) values and has that kind of objective."

Such a dominant leadership would be all the more important when new businesses are to be funded. Should the performance of the group worsen, then sister companies may resist funding projects not core to their own activities. Deals like VSNL-bankrolled by Tata Power and Tata Steel, besides Tata Sons and Tata Industries-may then be harder to make. Indeed, ask Tata what he would want to be most remembered for and he puts it simply: "If I could leave behind a group where companies occupy leadership positions, imbibe the same value system, are manned by younger people and are more agile, I would, from wherever I am, consider that fine." His next five years will determine whether or not Ratan Naval Tata has a proud retirement.

Kishore Chaukar, MD, Tata Industries
Managing Director, Tata Industries, which spearheads the group's new ventures: "The telecom market is constantly changing, but the movement availability comes in, the demand booms, and when prices go down, a new set of customers comes in." It is this exponential growth that the Tatas want to cash in on.

Funding The Future
Over the seven years, the group will be spending more than Rs. 10,000 crore in new investments. More than two-thirds of it will be in telecom alone, simply because the total bill for VSNL (Including an open offer for an additional 20 per cent that the Tatas are required to make) will be about Rs. 2,500 crore. Insurance will take away another Rs. 600 crore, besides which Indian Hotels will need money to fuel its overseas growth. The problem, however, is that neither telecom nor insurance will be adding to the cash flow. For example, the telecom business could take another five years before it starts generating profits. Similarly, insurance business (the Tatas have a tie-up with AIG for both life and non-life) doesn't usually turn profitable until the seventh year. So, where is all the money going to come from? A good part of it from the TCS IPO. Although only a 10 per cent of the company is to be floated, at the current Industry multiple of 30, it could mean Rs. 3,000 crore.

Ishaat Hussain, Finance Director, Tata Sons
Then, there are smaller companies that will keep getting sold and generate some cash. Says Ishaat Hussain, Finance Director, Tata Sons. "That's a sensible thing to do, but that alone can't be the driving force (for cash generation)". Therefore, group companies will need to tap their own accruals and borrow to supplement funds. Hussain says that new investments will typically have a 1:1 ratio of debt and equity.
"Given that a third of the portfolio has been reviewed, it would seem that the group has been at it."

Interview with Ratan Tata
"My Successor Won't be My Carbon Copy"
Ask Ratan Tata what's the first thing he thinks of every morning and he replies without batting an eyelid, "Coffee". The funny thing about it is that he probably means it. Never mind that he has 95 companies to manage and 22.99 lakh investors to answer to. But that's quintessential Tata: down-to-earth, witty and plain speaking, if a little shy and reclusive. even today, this licensed Falcon 2000 pilot-an architect by education -will fly his own plane while doing his whirlwind tours in the country. And given half a chance, he would rather cruise around in his new indy red Chrysler Sebring than sit through board meetings. Two days after the Tatas bagged VSNL, Tata sat down with BT's Sanjoy Narayan and R. Sridharan for a two-hour interview on his decade gone by and the one ahead.

Excerpts:

There have been a lot of major visible changes happening over the last few years. How do you look back in terms of what you had in mind when you started off in 1991 and what you have achieved 10 years later?
A. When we undertook the restructuring exercise, it was the first major restructuring the Tata Group had undertaken. Earlier, the environment was so protected that you didn't have to do any major restructuring. The first phase of restructuring required some basic foundation building. We developed a common corporate identity for our group companies, leveraging the strengths of the Tata brand. The group companies were required to sign an agreement to use the Tata brand, which entailed compliance with the quality standards and business ethics that we codified at that time. We developed the Tata Business Excellence Model to measure the quality and corporate performance of our companies, and required them to achieve specified levels of performance in order to continue to use the Tata brand.

We then instituted the Business Review Committees (BRCs), which constituted the formal interface between the group and our companies. Keeping in view the legal authority vested with the boards of our companies, we integrated the memberships of the BRCs with the Executive Committee of each individual board. The BRCs review the strategic direction of each company, and the Executive Committee of each board reviews the operations and the budget of the company.

To oversee the entire restructuring exercise, we created a central group which we called the Group Executive Office (GEO). Its primary task was to look at the strategic direction of each of our companies, in the process of which it set some tasks for our companies in term of bottomline and topline growth based on historical growth trends, as also industry leadership in terms of being number one, two or three. Ultimately, the GEO takes a view on the fitment of companies within our group.
The GEO has also put in place certain important hooks such as a central HR, and central financial coordination with a view to standardize the MIS systems of our companies for financial reporting. The net result of all these initiatives has been that we now operate more as a group than we did in the past. This is a refreshing change from the times when we prided ourselves as being a loose confederation of companies, but what this really meant was that each company had the stamp of its own CEO and went its own way, and if you removed the name of the enterprise you could be looking at different companies with no connection to the Tatas.

You mentioned various steps that you had taken. But what about increasing shareholder value?
One of the first issues that struck me when we embarked on the restructuring programme was that there were several companies where it was really questionable whether we had the right to manage, because our shareholding was small. We therefore set ourselves a task to raise the group's shareholding in these companies to at least 26 per cent. The biggest 12 companies in the group made up 85-odd per cent of group sales and 90-odd per cent of the group's profits, and so, in fact, a lot of what I've said earlier was focused on these 12 companies.
Where in the past perhaps the boards of these companies tended to focus more on statutory issues, the BRC process forced them to look very critically at their businesses, in terms of issues like where they are going, will they be globally competitive, benchmarking against the best, and so on. Many of them had never done that before.

With the first phase of restructuring behind us, what we are now doing is not looking at our companies per se but rather at the businesses within a company. We will look to shed businesses that do not fit in our group, or that do not make business sense for our companies, and ensure that companies focus on their core businesses.
There has been talk about a movement from commodities to branded services and products. Would you tell us more about that?

I don't think that is a direction where we have put some specific goals in place. We just saw that we have a unified brand that we can leverage. There were many products that could have been branded but were not branded in the past because it didn't seem to matter. Now we have put a strong focus on what we could brand.
More importantly, we have been gravitating to the realisation that India will not be the factory of the world like China or Korea. The focus, therefore, from our side is much more on looking at industries or businesses that are not so much capital-intensive as skill intensive or technology intensive.

Is there a future for Tata Engineering at least in the passenger car segment without an alliance partner?
Smaller auto companies (globally) will have to look for market niches to operate. In the case of Tata Engineering, the niche may be the lower-end car. The unfortunate part is that the lower-end market does not offer much by way of margins.
But you need volumes and that kind of scale, and production processes that will give you those advantages. That is what we have to look for. And there we can even stand on our own if we find markets beyond the shores of India. All that would come from having a niche product that is globally competitive.

Our challenge today would be to make the Indica globally competitive in terms of costs. If we can find markets to sell 20,000 or 30,000 more Indicas, then we are looking at a very interesting set of numbers. If you add variants to those numbers, you are looking at very reasonable numbers. Then you are in the niche. And if you focus on that niche, invest in technologies required to give that one platform all the variants and changes that you need, you survive.

What about Tata Steel?
Unlike the car business, which reflects emotive purchases, steel is a commodity. Today, we have enormous global overcapacity. And there is more to come. What has hit the global market is the entry of China. It produces over a hundred million tonnes of steel. That means it is a bigger steel producer than the US. And it was nothing a few years ago. Today, China is absorbing all that steel, but when its development process starts to taper off, its steel will hit the world market at whatever price China chooses to apply.

In such a global context, Indian steel markets will play a relatively minor role. Certainly, to the extent that Tata Steel can compete with other branded steel products in India, it will have the Indian market available to it and it will depend on the economy of India in terms of its domestic off-take. But overall, I think it will be tough to go for the entire steel industry, and Tata Steel, which may gave in the past exported products, will not have the same arena to play in.

You have been quoted as saying that your dream is to have a Chairman who is 40 years old. Is it a pointer to what might happen in the future?
I didn't quite say that. What I did say was that I wanted our companies to be led by people in their 40s, and that could also hold for the chairman of the group. That would be something I would be happy to see. When I came on to the scene, I was very young in comparison to other CEOs in the group, a number of whom were in their 70s and a couple even in their 80s. I saw ageing CEOs who didn't leave their offices, seldom interacted with people, never visited the plants and certainly didn't visit the market place. I felt that it was a very great weakness that we had. So, despite some turbulence, we reintroduced our retirement age and put that into force.
Recently there has been a fair amount of pressure that the retirement age should not apply to me, which I have been quite openly fighting and saying that it should be applied uniformly to all. And to pre-judge your next question, I would say that I have a responsibility to identify my successor. When I turn 65 this December, I will step down from my executive function, which is today only in Tata Sons, where I am the Executive Chairman. But I will remain the non-executive Chairman and we will function the way we have over the years. I will also contine to be.....? the non-executive Chairman of the companies I have. At the age of 70, I will step down and away from the group, and there will be somebody who will take over as the Chairman of Tata Sons and he will be identified and designated a couple of years before I leave.

But would that person do something that you have done over the last 10 years? Try to bring the group together, keep the values intact...
I would hope so and in fact the challenge would be to find the person who embodies those values and has that kind of objective. In every case of an outgoing chairman, the most difficult decision is whether you have made the right choice.
If I could just go back to the day I took over, I had to ask myself some very hard questions. I was wearing the boots of a person who was a legend, and I asked myself, what should I do? And, I decided, the worst thing I could do was to copy him or be him, because I could never be J.R.D. Tata. So what I should do is just be myself, operate on the values that I had in me anyway, and do whatever I thought was right for the group. Similarly, I should not look for someone who is my carbon copy. That would be wrong.

You had the advantage of a Tata surname that commanded respect from the constituents, the stakeholders, and the partners. Would the new Chairman have that advantage?
Maybe not. And sometimes, it is better. When I came in, I faced a fair amount of dissidence that was not visible outside. There were other aspirants for this job who were not Tata, and so I was not the person whom everybody fully accepted. Hence I had to earn my spurs. A person who comes in with that name may have some advantages and some disadvantages.

Again prejudging your next question: why hasn't someone been identified? I think the time to do it is two or three years before you are ready to go. Maybe identify two or three people who are likely to be in the race. Let it then be a collective decision of the board in terms of who it is to be. Of course, the Chairman should influence that strongly and let that person be in place and let there be an overlap. Finally, make sure you are not looking over his shoulder and let the successor operate.

Where do you see Indian Industry, and your group within it, over the next five years? What will be your growth thrust?
I would say that our emphasis would not be what it was 15 years ago, looking at capital-intensive industries, for the simple reason that it is difficult it attain world-scale in the country, given the size of the domestic market. We will be looking more at technology-intensive and skill-intensive areas, where scale is not such a big issue but the tech-intensiveness or the skill-intensiveness will be key. Which is why we have placed more emphasis on the services side, on IT and telecom, but not on the hardware side.

What kind of legacy do you ideally want to leave behind?
I think I would like to leave behind a group that has been transformed from a patriarchal kind of a structure to an institutionalised structure, less susceptible to personalities. A group that places greater demands on performance than it has done before. But a group that hasn't changed in terms of its value system or its operating ethics. I would like to leave behind a group that is full of younger people, much more nimble-footed than it has been, reacting faster and being proactive. If I could leave behind a group where the group companies occupy leadership positions, imbibe the same value system, are manned by younger people and are more agile, I would, from wherever I am, consider that fine.