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Mumbai: It is increasingly becoming apparent that Nusli Wadia, the feisty chairman of the Bombay Dyeing group, loves a fiery fight.
When he was in his thirties he wrested control of the Bombay Dyeing group by easing the earlier generation of the Wadias. During the 1980s he partnered with Indian Express group chairman Ramnath Goenka to fight in public a long drawn-out and nasty brawl with the Ambanis. The brawl petered out after Goenka's death and with the Ambanis moving on to other areas of activity, although there are a few skirmishes now and then even now. Then came the famous episode of the ouster of the late Rajan Pillai from the board of Britannia Industries, which is controlled by the Wadias and the French group Danone. In this battle, he was ably assisted by the high-profile and flamboyant Sunil Alagh, who later became the managing director of Britannia Industries. Now Alagh, an IIM-Calcutta alumni who joined Britannia Industries after graduation and was with the company for 30 long years and was the managing director for the last 10 years, has been sacked. For Nusli Wadia, this latest victory looks like a knockout punch. Last Tuesday (2 June 2003) the board of Britannia met (Alagh did not attend), and after marathon deliberations which went on into the night the board passed a resolution to "terminate the services of Sunil Alagh with immediate effect." No reasons for the termination were given.
This historic corporate decision can draw parallels with Tisco's decision about 10 years ago when the Tisco board terminated the services of its then chairman, Russi Modi. At that time it was debated whether the board had the powers of such termination. However, the Tisco board considered that it has the powers, and the decision was not legally challenged. The Tisco board did, nevertheless, give the reasons for the termination, which was that Modi's public utterances against the board was against the interest of the company. In the Britannia case too, the stakeholders of the company have a right to know in what fashion was Alagh acting that was against the company's interest. Good corporate governance practices demand it. The media took up the matter of a promoter sacking the managing director with Security and Exchange Board of India (SEBI) chairman G N Bajpai. Bajpai said SEBI will look into the issue of sacking of Alagh if necessary. "Since Alagh was asked to leave the company through a board resolution, we have not intervened. If necessary, we will look into it." The company and Alagh are not talking to the media and the absence of facts can only lead to speculation. It has been rumoured for quite some time that Alagh had fallen out with Nusli Wadia and his sons who are being groomed to take over the reigns in Bombay Dyeing as well as Britannia Industries. Britannia, in recent times, went for brand acquisitions that were steered by Alagh. Britannia had acquired the Kwality trademark and several other trademarks owned by Kwality Biscuits of Bangalore for a consideration of Rs 30 crore. The company also acquired a 49-per cent equity stake in Kwality Biscuits.
Further, the company had agreed to acquire a 49-per cent stake in Snacko Bisc Pvt Ltd along with the trademark Nutrine in respect of bakery products and several other trademarks along with copyrights and designs. These hosts of aggressive acquisitions did not go well with the Wadia family, which, according to sources, felt that Alagh was extending his brief - or, in other words, getting too big for his boots. Speculations about Alagh getting the boot heightened a few weeks back when there were reports in the papers that Alagh had resigned. The company tried to scotch the news by saying that the stories were baseless. Alagh also invited reporters to his MD's office to demonstrate that he was still the MD of Britannia Industries. In spite of the denials, the body as well as the print language indicated that something was amiss. Shortly after this incident, the Bombay Stock Exchange was informed that Alagh, whose term was to expire in February 2004, will not renew his contract - an honourable and face-saving gesture for both the parties, till the sudden decision to terminate. Another fact that has fuelled speculations about the company is that the company has not named a successor to Alagh. Rumours are galore that some senior company officials will take his place or in all likelihood, Jeh Wadia, the younger son of Nusli Wadia, will take his place. In the end, the stakeholders are in the dark about what really happened. Was it all about the company's acquisition strategy? Or was it about an executive extending his brief? Or was it a succession battle between a professional and a family heir? For now we will not know, and Nusli Wadia may have won another battle. But he has certainly lost the war as far as the company's image and good corporate governance practices are concerned.
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