‘It’s lonely at the top’

He wanted to call it ‘Tata to all that’. “But my publisher thought it was too trite,” laughs Mukund Rajan about his book, which hit the stands on February 18.

Rajan, who was caught in the crossfire in a 2016 feud between Ratan Tata and Tata’s successor Cyrus Mistry, has written about the battle in The Brand Custodian: My years with the Tatas . The battle finally led to Mistry being replaced by Tata as the chairman of the holding company, Tata Sons.

The Brand Custodian: My Years with the TatasMukund RajanHarper BusinessNon-fiction₹599

The younger brother of former RBI governor Raghuram Rajan, he joined the Tata Administrative Service (TAS) in 1995 and was the first brand custodian of the group. He left the Tatas as its Chief Ethics Officer and Chairman of the Tata Global Sustainability Council in March 2018 to begin life as an entrepreneur.

He is currently working in telecommunications, on a multi-brand auto retail platform, and on environmental sustainability.

In the book, the 50-year-old IIT-Delhi and Oxford alumnus covers key episodes including his love-hate relationship with the media, 2G controversies, and on how a boss should know when to hang up his boots.

Excerpts from an interview:

The Tatas’ image of a professionally managed company was tainted (after a bitter management feud). In the book, you write about the need to restructure the current structure of the Group.

Tatas are a capitalist organisation, but with a very unusual holding structure, governed at the helm by the Tata Trusts. There was a perception that they were a grant-giving organisation, and some of the best-known Indian non-profits had been funded by them and they had also created famous national institutions. They were reckoned to be advancing the cause of philanthropy.

But executives like me didn’t join the Tatas to work for the Trusts, but for the business group. I was attracted by the reputation, scale and growth potential, and joined with the ambition of working eventually for the holding group’s company, Tata Sons, and, if possible, Ratan Tata, who was chairman of both Tata Sons and the Trusts. There was no incongruity between his ambitions for the corporate house and what the Trusts were expected to do, which they had been doing for decades.

Where then was the problem?

Tata Trusts are different from other vehicles created by corporates for purposes such as protecting an organisation from take-overs or avoiding taxes or securing succession. The Tata Trusts are charitable trusts and their mandate has been to undertake charitable work. However, after the separation of the roles of the Trusts’ chairman and the chairman of Tata Sons, questions were raised around the role of the Trusts and that of the business group. How do the two interface? Who governs and who has the right to take business calls? I think if the future of the group is to be secure, questions on the role of the charitable trusts and what powers they exercise need to be clarified.

What is the solution?

If there is so much controversy around the interface between these organisations, perhaps one solution is to split them. In the case of Tata Sons, there have been discussions to publicly list it. If that happens, Tata Sons will be owned by a wider mass of shareholders and the Trusts will have the opportunity of liquidating their holdings in Tata Sons to the public over a period of time. I say a period of time because the Trust holdings are worth an enormous amount and the markets would not be able to absorb it entirely at once.

My guesstimate in the book is that today the value of the assets held by the Trusts is probably $80-90 billion. If that capital were to be handed over to the Trusts, the mere interest on that would fetch them around $6 billion or ₹50,000 crore annually. Imagine the charity that you can do with this every year! Today, Tata Trusts are spending around ₹1,000-odd crore annually.

Once Tata Sons gets listed, it will come under far greater public scrutiny, which is no bad thing because Tata Sons, in turn, controls the fortunes of 30 other listed companies including some of India’s largest listed companies — TCS, Tata Motors, Tata Steel, Tata Power, Indian Hotels, etc. The investors in these companies have a right to know the thinking at Tata Sons on strategy and good governance. So I see a lot of benefit if you actually separate Tata Sons and Tata Trusts.

You were seen as Ratan Tata’s blue-eyed boy…

Though the book is about me, since I worked with Ratan Tata for 12 years and he has been central to the Group’s evolution, a lot of it is about him. Yes, I do talk about the situations he had to deal with when he stepped into JRD Tata’s shoes and what it took to establish himself as a powerful leader. Yes, I do talk about all the good stuff he did, and I talk about some of the issues that didn’t work out. A thorough gentleman, he gave a lot of autonomy to his people. He was willing to delegate power to young people and encouraged them.

There was an impression he was “not willing to let go” of the company.

I am sad that this impression was allowed to gain ground. What is true is that when Ratan Tata first became chairman, he was surrounded by the so-called satraps — people like Darbari Seth, Nani Palkhiwala, AH Tobaccowala, FC Kohli and for a while Russi Modi. These were all stalwarts who enjoyed JRD Tata’s confidence and had proven themselves as business leaders. In fact, Ratan Tata was the youngest of them all. So, he would have felt obliged to listen to them.

But, over a period of time, after the satraps exited or were pensioned off as per the new retirement policy, he became the unquestioned supremo. Those subsequently appointed to the board of Tata Sons turned out to be people who had earlier reported to him or were hired as his direct reports, such as Krishna Kumar, Ishaat Hussain, Gopalakrishnan, etc. The likelihood of their questioning the chairman or voicing dissent was significantly reduced.

After 2007, when Tatas acquired JLR and Corus, Ratan Tata’s stature became even bigger. He was no longer just an Indian corporate leader, but regarded by the world as an international business leader and statesman. Besides, some of the innovative stuff that was happening simultaneously like developing the Nano added to the aura. So, I think it became even less likely that any Tata board director would choose to contradict or challenge the policies and priorities defined by their chairman.

As I have said in the book that, “It is lonely at the top” — especially if you are head and shoulders above the others in terms of stature, and maybe you don’t always get the right advice and have the right people speaking up. At some point, I think, Ratan Tata might have reason to feel he has been let down by some of his advisors.

You mention the Group’s problems with the media. What happened?

At least in my experience, it started with the leaked transcripts of tapes that sections of the media carried in the context of the Tata Tea-ULFA episode in Assam [on allegations that the Tatas were funding militants]. But, even before that, if you remember, there was the fracas over an interview with Ratan Tata by a media house where claims were made and denied on whether he had said Tata Steel might be a takeover candidate. The leaked tapes, and indeed, a subsequent set of leaked tapes during the so-called 2G scam, tended to confirm the view of several in the Tata group that the media could be co-opted, including by corporate rivals.

But both Mistry and Tata used the media during their war…

My biggest handicap in dealing with the media when I was the brand custodian and leading corporate communications was Cyrus’s reticence in engaging with the media. I explain in the book why he didn’t want to meet the media. He was worried they could pick up one issue and make it a controversy and this would upset Ratan Tata and his advisers.

Initially in the book you say you were apprehensive when Mistry took charge. But you give a different view later…

I was initially sceptical and wondered if Cyrus was being appointed because of his capability or because of his proximity to the board, including his ownership stake. But later I realised that, in part precisely because he was a shareholder, he felt the same way about the brand as Tata did.

Cyrus had his heart in the right place and was concerned about doing the right thing. For example, when dealing with the possible Tata Steel shutdown in Britain, one instruction he gave me because I was head of sustainability was that we must create programmes for people getting displaced and ensure that the local community built up resilience to deal with the closure and find new jobs. He was deeply concerned that the brand and the reputation of giving back to society should not suffer.

It is tragic that he and Tata fell apart because they both had the same kind of ambition, the same vision, and the same concerns around protecting the brand.

Trapped: The author claims that he was caught in the crossfire in a 2016 feud between Ratan Tata and Tata’s successor, Cyrus Mistry

Were you caught in the crossfire between the two?

Yes, I was. Many of us were in the dark about what went wrong. The group executive council was seen to be close to Cyrus, so nobody obviously shared any information with the council members on what was going to happen. After the rupture took place, people like me were questioned on whether one was with Cyrus or with Tata. So, one didn’t get any information. Only after the initial phase of the PR battle started going the wrong way was there an outreach from the Trusts, asking if I could represent their view.

I had to ask, first tell me what happened and show me evidence that Cyrus had been plotting something or doing something wrong. That is the last conversation they had with me. Soon, it all turned even uglier, and the court battles commenced.

The Cyrus team didn’t contact me, possibly assuming I was on Tata’s side, and the latter probably thought this guy still has affections for Cyrus. That is really sad — when you force people to take sides. I don’t think in a venerated institution it should come down to that.

Some of us tried to do what we could — get respected outsiders to intervene, or create a platform for Tata CEOs to get together and appeal for differences to be amicably resolved. This group had been my life and meant the world to me. What happened, and the continuing repercussions, are nothing less than a tragedy.

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