Monday, 31 October 2016

Fight between Cyrus Mistry and Tata: AirAsia and Singapore Airlines are mentioned (4)

AirAsia announced today the following:




The announcement is quite disappointing, both in size and in content. No timeline is mentioned, nor amount of money involved, no details are given (more information has been released through other channels than was announced).

Also AirAsia does not give a reason why shareholders were not informed before about this matter, the amount of money (allegedly the amount is around RM 13 Million) and the seriousness of the issues at hand seem to warrant that.

Furthermore, issues were raised in Mistry's email regarding "ethical concerns", probably regarding the amount of control that AirAsia has over AirAsia (India) and possibly regarding related party transactions of AirAsia (for instance the leasing of airplanes).

Also, the announcement reads "We refer to the query raised by Bursa Malaysia Securities Berhad on 28 October 2016", but no query has been uploaded on the Bursa Malaysia website, so we don't know what Bursa's exact questions were.

AirAsia loves to bask in the limelight when favourable information is available, which is of course allowed, but surely shareholders and interested parties deserve proper information when the information is less favourable.

Especially for a company that claims to have won two prizes for "Asia's Best Emerging Companies with regards to Corporate Governance" and "Best Managed Company, Best Corporate Governance, Best Investor Relations, and Most Committed to Strong Dividend Policy under The Annual Investor Poll by FinanceAsia.com".

Shareholders might want to ask the company at its next AGM regarding the commitment to "Strong Dividend Policy", AirAsia is not exactly known for its regular dividend payments.


Tata Sons has released the following official statement: "A statement from Tata Sons"

Powerful words, but rather lacking in details.

"It is a matter of deep regret that a communication marked confidential to Tata Sons board members has been made public in an unseemly and undignified manner."

One could also argue that the firing of Mistry and the way it was executed was "unseemly and undignified".

Friday, 28 October 2016

Fight between Cyrus Mistry and Tata: AirAsia and Singapore Airlines are mentioned (3)

The Malaysian main stream media seems to be absent in reporting about the Cyrus Mistry, Tata and AirAsia affair (The Star did publish about AirAsia (a Reuters story), about their leasing unit in a very positive way).

The Edge did however report about the possble fraud: Ousted Tata chief claims fraud at AirAsia India

According to The Times of India "The Civil Aviation Ministry is keeping a close watch on developments related to the purported disclosures made by ousted Tata group chairman Cyrus Mistry about AirAsia India, where Tatas are a partner, and will act if something actionable is brought to its notice.".

Thursday, 27 October 2016

Fight between Cyrus Mistry and Tata: AirAsia and Singapore Airlines are mentioned (2)

Andy Mukherjee from Bloomberg has written about the controversy:

Ratan Tata Has a Case to Answer

Some snippets:


Cyrus Mistry's letter to the board that fired him as the chairman of Tata Sons Ltd. without so much as a thank-you note for his service is such a big hit on WhatsApp message groups that some publishers might already be dreaming of a tell-all book by the jilted Indian executive.

They'll have to wait. For now, the five-page missive, obtained by Bloomberg News Wednesday, contains all the clues there are for investors to try and unravel the mystery behind Mistry's sacking, a dismissal so summary that it must be "unique in the annals of corporate history," he says.


A few such hints of disappointment aside, Mistry's is not a whining memo. If anything, the parts where he shines a light on the sorry shape of some of the operating companies in the $100 billion empire -- not to mention the alleged lack of professionalism in the group's Bombay House headquarters (the dean of Harvard Business School acting as postman) -- should be an eyeopener.

Most investors have long believed that the conglomerate adheres to a stronger code of governance than other Indian family-run businesses. Now it's up to Ratan Tata to reassert that exceptionalism. The founding-family scion carried out the coup against Mistry, and has returned as interim chairman. But if he can't convince public shareholders and bondholders that the Tata group is more than the mere sum of his personal ambitions and idiosyncrasies, then a lasting discount could creep into valuations.


Related to Air Asia's Indian subsidiary, there has been criticism before, for instance here:

"Who really runs AirAsia India?"

One accusation (of several) is regarding the leasing of airplanes:


Other mails indicate that AirAsia India may have a received a raw deal while leasing aircraft from AirAsia Bhd. For instance, old Airbus A320s were priced almost the same as new ones. One A320, made in 2009, and registered as VT-BLR, was leased for $320,000 per month; another, VT-ATF, manufactured in 2014, was leased out for $315,788. The prices do not match the prevailing rates provided by an independent consultant. The leased cost of an Airbus A320 aircraft (February 2010 make) is about $235,000 per month. A 2013 make costs about $280,000, according to data from aviation consulting firm CAPA. Expensive aircraft can mar the costs of a start-up airline and Bhatia seems to have raised this in an email last April.


If the above is true, then the beneficiary would be the leasing unit of Air Asia, exactly the one they plan to spin off.

CLSA wrote about the issue of revenue recognition in their CG Watch 2016 report:




Air Asia is one of the rare home grown regional success stories. It really should start improving its corporate governance though. Being allegedly linked (in Cyrus Mistry's email) to "fraudulent transactions" and "ethical concerns" is embarrassing.

Fight between Cyrus Mistry and Tata: AirAsia and Singapore Airlines are mentioned

Article from the website of MSN:

"Cyrus Mistry is right; problems of the Tata Group were inherited, not of his making"

Some snippets:


Almost every newspaper article which has anything to say about Tata Sons and the upheaval this company witnessed at a board meeting on Monday, lays the blame at Cyrus Mistry's door. Not many commentators have found fault with Mistry's predecessor Ratan Tata, nor have they bothered to analyse how Mistry was given a troubled empire and was left to deal with the mess, with his hands tied.

According to most analysts, nothing that Mistry did in his short four-year tenure was right. He allegedly did not uphold the values that the Tatas have stood for, he moved slowly on the group's restructuring and worst of all he sold family jewels like the steel business in UK - these are some of the myriad allegations which have surfaced in the last 48 hours, after Mistry was sacked as Tata Sons' Chairman.

But was Mistry the sole reason behind the Tata group's sub-optimal workings - the group's debt was rising, profitability was suffering and was he squarely to be blamed for the NTT DoCoMo fiasco or the crisis at the group's steel unit in the UK? According to this piece in the Economic Times, Mistry has denied most of these allegations in a mail to Tata Sons after the momentous Monday meeting. He has also leveled serious charges against members of the board, besides rightfully pointing out the harm to the group's credibility from this sudden sacking.


As several industry watchers wonder about corporate governance practices and whether these were followed while the board sacked Mistry, it is pertinent to note that Mistry could be right on all counts actually. He is surely not to blamed, at least not entirely, for what went wrong in the Tata group's telecom business, in the group's miscalculations of forming two competing ventures in the field of aviation, in the foreign acquisition spree pre-dating Mistry's chairmanship which led to the group's debt pile expanding.


The interesting part for Malaysia and Singapore involves the airline business:


In the email, Mistry said that the group's foray into aviation through joint ventures with Air Asia BhD and Singapore Airlines was at the behest of Tata. In both cases he had been presented with a fait accompli. He is right on both counts. It was Ratan Tata's long standing dream to enter civil aviation business - something which he had tried to do unsuccessfully twice in the past and was finally able to accomplish with AirAsia BhD when the government eased rules for foreign airlines to pick up a stake in Indian carriers. The joint venture company was formed in 2013, surprisingly, as a three way arrangement where the Tatas picked up only 30 percent and a lesser known Indian company Telestra Tradeplace held 21 percent.

The brand image of Tatas was in complete contrast with the ultra low-cost offering of AirAsia India. Even as the JV was continuously plagued with allegations about undue influence of the Malaysian parent - Telestra, which was finally bought out by the Tatas earlier this year after a messy battle splashed all over the newspapers, the airline's expansion plans also suffered due to bickering among the shareholders. And while this low-cost venture was struggling, the Tatas went ahead and forged another venture, with Singapore Airlines, to form full-service carrier Vistara in January 2015. Again at Ratan Tata's behest. The two airlines now operate at the fringes of India's domestic aviation market in terms of market share.

Mistry probably did not bless the creation of two separate, competing companies in the same business - a business where margins are wafer thin and profitability remains a pipe dream - so it would be foolish to lay the blame at his door. No one has understood till date why two airline ventures were formed or why Tatas initially chose to be 'silent' partners in AirAsia India.


I have in my possession a PDF-file which might be the alleged email from Cyrus Mistry, the header of the email reads as follows:




I do not know if this document is authentic, some parts have been blacked out, others have been truncated.

The first paragraph:



The parts about Singapore Airlines and Air Asia:



One crore is equal to 10,000,000 Rupees (or 10,00,000 as they write in India), worth about RM 623,000 or SGD 208,000.

It will be interesting to see how this will pan out, the fight between Tata and Cyrus Mistry, and if the above email is indeed authentic.