The case opens with a recent proposal from Motherson Sumi Systems Limited to simplify the ownership structure of the group which had become complex over the years as a result of global acquisitions, among other reasons. To set the context and enable a discussion on the potential concerns with the existing group structure and the impact of the proposed restructuring, the case is divided into three sections that trace the evolution of MSSL from a small firm that got an unexpected opportunity to become a wiring harness manufacturer and progressed to a global tier-1 auto-component company with presence in 41 countries and over 135,000 employees. The first section provides the early history of the firm and its strategy that enabled it to take advantage of opportunities provided by liberalization of India's economy in the 1990s. It also provides insight into the management style of the founder, who opted to relinquish his formal executive role and take up the role as chairman. The second section provides an account of MSSL's 5-year visions, MSSL's acquisition led growth strategy that enabled it to become a global company, and the role played by the group holding company, which was controlled by the founder family, in making acquisitions and pursuing diversified business opportunities. The third section elaborates on the proposed restructuring scheme that is intended to address investor concerns about the existing group structure and the potential conflicts. Finally, this section also provides details about the latest 5-year vision plan announced immediately after the announcement of the group restructuring scheme.
The two-part case "The House of Tata: Governance Challenges" is based on one of India's oldest, renowned, and most internationalized business groups. The case provides an account of the evolution of the Tata Group with an emphasis on the developments in the last 30 years (the years following economic liberalization in 1991) and the legal tussle between Tata Sons (the Group's parent company) and its minority shareholder (SP Group). The legal battle has been keenly watched for its potential ramifications on the evolution of corporate governance in India, a country marked by controlling ownership of corporations and concerns over protection of the interests of minority shareholders. The first section of Part A of the case, Tata Group: Early History, traces the early years of the Tata Group, its management philosophy, the formation of Tata Trusts, the leadership years of its long-serving legendary chairman, JRD Tata and the emergence of SP Group as a minority shareholder in Tata Sons. The second section of Part A, Ratan Tata Years, begins with the elevation of Ratan Tata as chairman of the Group in 1991 and details the Group's transformation through the institutionalization of formal systems and processes, entry into new industries, bold global acquisitions, and radical innovations such as Tata Nano. Cyrus Mistry Years captures the key strategic choices made by the Group's next chairman, Cyrus Mistry, and his Vision 2025 for the Group. The next section, The October Shock, details the abrupt removal of Cyrus Mistry as executive chairman of Tata Sons and the subsequent controversies that culminated in him being removed as a director in all the group companies. The final section of Part A, Chandrasekaran Years, provides details of the Group strategy under its current chairman, Chandrasekaran.
The two-part case "The House of Tata: Governance Challenges" is based on one of India's oldest, renowned, and most internationalized business groups. The case provides an account of the evolution of the Tata Group with an emphasis on the developments in the last 30 years (the years following economic liberalization in 1991) and the legal tussle between Tata Sons (the Group's parent company) and its minority shareholder (SP Group). The legal battle has been keenly watched for its potential ramifications on the evolution of corporate governance in India, a country marked by controlling ownership of corporations and concerns over protection of the interests of minority shareholders. Part B of the case begins with a section titled The Legal Battle detailing the ensuing legal battle between Tata Sons and Cyrus Mistry at the company law tribunals - the NCLT (National Company Law Tribunal and the NCLAT (National Company Law Appellate Tribunal). This section also captures the disagreement between Cyrus Mistry and Tata Trusts regarding the former's performance as chairman, the role of the board and the role of the trusts in the governance of Tata Sons and Tata Group. The following two sections, The NCLT Order and The NCLAT Order, captures the salient aspects of the contrary rulings of NCLT (in favor of Tata Sons) and NCLAT (which supported the claims of Cyrus Mistry). The final section, Appeal to the Supreme Court, details the appeals filed with the Supreme Court of India, a new controversy between Tata Trusts and SP Group about the latter's ability to pledge their shares in Tata Sons, a settlement proposal by SP Group, and the final verdict by the Supreme Court of India in the legal battle between the two set of parties.
The Early years traces the genesis of the company as Imperial Tobacco Company and the consolidation of its manufacturing and marketing operations. The next five sections trace ITC's evolution under its five Indian chairmen. The Haksar Years begins with a description of Ajit Haksar's career at ITC, including his time at BAT, which shaped his beliefs about the role of professional management and his definition of his role as the company's first Indian chairman. The section outlines context in which BAT's stake in ITC was diluted, and ITC's eventual diversification into hotels and paperboards business. The Sapru Years describes the consolidation of market leadership in cigarettes business following a change in taxation regime and the company's foray into agri-business. The Chugh Years captures the tumultuous relationship between BAT and ITC, announcements of diversification into core sectors like power and the aborted takeover attempt by BAT. The Deveshwar Years traces Y C Deveshwar's initiatives to consolidate and strengthen the core businesses, venture into new businesses such as information technology and the company's growing focus on social imperatives. The company's foray into foods and personal care segment in line with its goal to become the #1 FMCG company in the country is also covered. The Puri Years details the developments in the company under the executive leadership of Sanjiv Puri. The section ends with Puri becoming executive chairman following the demise of Deveshwar. The final section, The Years Ahead, ends with details of challenges faced by Puri including pressure from ESG (environmental, social and governance) investors and questions on the company's continued engagement with the cigarette business.
In December 2018, Dilip Shanghvi, the CEO and majority shareholder of Sun Pharma, scheduled an urgent investor call to address the questions raised about the level of corporate governance at Sun Pharma. A whistleblower complaint and an analyst report was being circulated in the market that highlighted concerns about the undisclosed related party transactions with promoter owned companies, unexplained loans with third parties, and subsidiaries being audited by firms related to a promoter, among other similar concerns. The stock markets responded negatively to the clarifications provided by Dilip Shanghvi, forcing Sun Pharma to reverse some of the transactions undertaken and constitute a corporate governance and ethics committee to restore investor confidence. The case provides extensive detail about the two primary governance issues raised viz., an insufficiently disclosed loan transaction with an unnamed third party and a related party transaction with a promoter owned entity, and tracks a few interesting reactions from market participants about the expectations of good governance from an industry leader. To provide a background to this discussion, the case also tracks the development of Sun Pharma from its inception in the 1980s to becoming the fifth largest generic pharmaceutical company in the world.
The case tracks the rapid evolution of Yes Bank from a new private sector bank in 2003, to being regarded as a highly successful mid-size bank a decade later, to finally going through significant governance challenges that eventually led to burgeoning non-performing assets (NPAs) and a potential collapse necessitating a rescue by the government. It also briefly discusses the details of the bailout plan to rescue the bank. The case is useful for a discussion on the choices made by the founder of the bank over the years which led to phenomenal growth but may have also led to its eventual collapse. This allows for a discussion on the role of various corporate governance mechanisms that operate in an organization (such as the board of directors, legal rights of shareholders, auditors, external observers, and regulators), and the extent to which each mechanism can satisfy the commonly expected governance objectives. The case also presents an opportunity to debate the justifications for a regulator, especially when they potentially limit the rights of shareholders in an organization.