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Will this tie-up last or not? M&M's
Mahindra (left) with Renault's Ghosn |
There are two dilemmas that rattle the human
skull: How do you hang on to someone who won't stay? And how do
you get rid of some who won't go?
It
was Hollywood director, producer and actor Danny DeVito, in the
role of a philandering divorce lawyer, who uttered those memorable
lines in the classic film of the late eighties, The War of the
Roses (directed by DeVito himself), a wicked black comedy about
a bitter marriage, an impending property settlement that predictably
turns ugly, and DeVito's hilarious attempts at mediation. Now,
dark humour may be an inappropriate backdrop for a buoyant India
Inc, yet the relationship between the partners in marriage in
TWOTR, and DeVito's succinct reading of their quandary, in many
ways mirror the discomfort between partners in a clutch of Indian
joint ventures (JVs). Some allies want to pack up and leave, others
are in a mood to dump their partner, and a few have succeeded
at one of the two. At the same time, obviously unfazed by the
bitter experiences of bedfellows who couldn't quite hit it off
and the perilous nature of such collaborations themselves, a spate
of JVs has been announced by partners driven by their own conveniences.
JVs are Back in Fashion
A list of recent joint ventures |
Tata Motors-Fiat
The JV will manufacture cars from the Tata Motors and Fiat
stables.
Details with respect to capital infusion and technology transfer
are still awaited
Mahindra-Renault
A significant JV simply because it is the first time
that an Indian partner will hold a majority stake in a car
JV. The project will manufacture the Logan
Mahindra-Renault-Nissan
This three-way JV will have M&M as the single largest
shareholder. The JV will manufacture future Logan variants
Bharti for the retail project
The group is currently in talks with all the retail
giants, including Wal-Mart and Tesco. Once the partner is
decided, there is certain to be a whole host of retail formats
Kalyani Group-Singapore Technologies Kinetics
The JV will design, engineer and manufacture high technology
and critical systems for the Indian defence market
Pantaloon Retail-Alpha Group
The duo will set up duty-free shops at Indira Gandhi International
Airport, New Delhi
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Three recent, high-profile JVs that seem to
have all the trappings of a bitter marriage are Britannia Industries,
in which the Wadia group and Groupe Danone of France are equal
partners; Hutchison-Essar, the partnership between the Hong Kong-headquartered
conglomerate and the Ruias; and HDFC-Chubb, an insurance JV in
which the partners appear to have different strategic visions.
Nusli Wadia, Chairman, Britannia, and Danone are at loggerheads
over the Indian partner's apparent refusal to part with financial
information as well as disputes on royalty arising from the usage
of established brands like "Tiger" and "Little
Hearts." The Hutch-Essar JV, in which the foreign partner
holds 67 per cent and the Ruias the rest, has transformed into
a legal slugfest, with the Mumbai operations of BPL Mobile (a
company Essar acquired on its own) in the eye of a storm. Those
involved in the JV, which is spread over 16 circles and with a
subscriber base in excess of 20 million, acknowledge "it's
going to be a long-drawn battle, and none of the partners is willing
to relent. It's not just about BPL but goes back a long time."
In the process, the opportunity for an initial public offering
(IPO) for a company said to be valued at roughly $9 billion (Rs
40,500 crore) has been lost, prompting even Canning Fok, Managing
Director, Hutchison Whampoa to mutter to the English media that
"the time (for an IPO) has gone now." In the HDFC-Chubb
case, it is gathered that Chubb wants to go about the insurance
business in a fairly conservative manner while HDFC is keen on
being among the top three players in the game. "Obviously,
there is a clash of ideologies and culture," says a source
(the company has declined to comment officially). Although there
has not been a formal announcement on a break-up yet, it is clear
that HDFC may just have to acquire Chubb's 26 per cent holding
or get in a new partner.
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High hopes: Future Group's Biyani is
counting heavily on JVs |
Observers from the outside reckon that the
hiccups being displayed at such JVs are symptomatic of a larger
malaise. At a time when the Indian economy is ticking swimmingly
on the back of rollicking consumption-led growth, the stakes are
getting higher in high-growth consumer and services-led sectors
like foods, telecom and insurance. Partners may be now seeing
the benefits of going it alone, and picking at trivial disputes
might be one way to rock the boat and hope that somebody eventually
falls off it. It may be unfair to tar the Wadia-Danone, the Hutch-Essar
JVs and the HDFC-Chubb alliances with such a sweeping brush, but
India's track record at JVs isn't exactly flattering (for the
record Danone maintains it has been working together with the
Wadia group successfully for the last 15 years. "We value
the input of all our local partners. We respect the opinion of
the independent board members who constitute the Audit Committee
at Britannia and their interpretation of the Indian laws and regulations,"
is how a Danone e-mail response to BT goes).
Triggers for a JV |
TECHNOLOGY: The foreign partner can
bring in high-class technology while the Indian partner has
a good understanding of the local market. Telecom and automobiles
are examples where this is most visible
GEOGRAPHY: This could be a case where a foreign
player has a presence in many key markets and India is necessary
to complete the story. Insurance here is a relevant example
where large players like Prudential and Standard Life are
large global players. For the Indian partner, it is a big
opportunity to participate in this story
REGULATION: This is normally a case when a highly
regulated sector opens up. Insurance, which for a long time
was closed to foreign investment, today allows upto a 26
per cent equity participation. This has seen a flow of foreign
players with players like Bajaj and ICICI being the Indian
partners
SHARING OF RISK AND CAPITAL: This includes sectors
like heavy-engineering that require large amounts of capital
apart from technological expertise. Here, both the partners
look for a scenario where risks can be equally shared
INTELLECTUAL EXCHANGE: Here, a sector like the
legal business could serve as an example. Though there is
no clear-cut law on the entry of foreign law firms, the
intellectual advantage at both ends is hard to ignore
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To be sure, right from the Godrej-Procter
& Gamble joint venture that came apart in 1996 to the more
recent Tata-Birla partnership in Idea Cellular (see JVs that Fell
Apart) Indian promoters have walked a thin line between control
and losing it. "I think JVs last only for short periods of
time. The reason for getting into a JV is that you are looking
for an advantage that you do not possess," explains Godrej
Group Chairman Adi Godrej. Over the past decade, Godrej was involved
in two significant JVs-one with GE for home appliances and the
other with P&G for soaps. Both the JVs didn't last, yet Godrej
has few regrets. "In the case of the JV with P&G, both
of us realised that we were better off on our own. From our perspective,
we had the experience of working with an MNC while for them it
was about the need to have a presence in India," he recalls.
Another promoter, who has had his share of
learnings via JVs, is B.K. Modi, who over the years struck partnerships
with global majors like Xerox, Alcatel, Motorola and Olivetti,
only to bid goodbye to them some years down the line. Today, Modi's
cellular play Spice Communications, where he is the Chairman,
has had partners like Australia's Telstra and Distacom in the
past. The latest affiliate is Telekom Malaysia, which has picked
up 49 per cent in Spice. But Modi today is sitting pretty. Or
at least that's what he says. "I will call the shots, even
once we go public, after which I will retain a majority holding,"
he explains. Clearly, Modi has realised that equal stakes ventures-as
in those with Xerox and Alcatel in the past-don't go very far.
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Division bells: Tata-Birla partnership
in Idea Cellular landed up on the rocks |
Sharing the same objectives right from the
start is vital in making a JV work. Consider, for instance, the
tie-up between Bajaj Electricals and Black & Decker of the
US, which was a 50:50 JV. One reason it didn't last is, as Shekhar
Bajaj, Chairman & Managing Director, Bajaj Electricals, points
out, "The us way of thinking is about high margins while
in India, we are looking for a high turnover with low margins."
Bajaj adds that an ideal way to go about a JV would be to begin
with a licensing agreement, and then gradually extend the scope
of the relationship.
It's not as if all JVs are destined for disaster;
if they're well-thought out for the long term, they can prove
to be a win-win equation for both sides. "At a group level,
we look for complementarity and mutual benefits," explains
Kishor Chaukar, Managing Director, Tata Industries. The Tatas
have AIG as a partner for the insurance businesses since the foreign
partner can bring in its expertise even though its holding cannot
exceed 26 per cent today. The Tatas have also looked at JVs as
an entry strategy into overseas markets. Example: VSNL in South
Africa. "Factors like regulations, how much a market has
opened up and the relationship between two countries are considered
while deciding on a JV," adds Chaukar. Recently, Tata Motors
announced a 50:50 JV with Fiat of Italy to sell Fiat cars through
Tata dealers. Partners in Indian auto JVs in the past haven't
emerged smelling of roses, with equity alliances between Mahindra
and Ford, Daimler Benz and Tata Motors, Suzuki and TVS, Piaggio
and LML and PAL and Peugeot being some relationships that didn't
endure.
Why JVs Fail |
Reason |
Implication |
CHANGE OF STRATEGY |
For a foreign partner, it is possible
that India ceases to be a priority market. This happened in
the case of Bell Canada when the company decided that Asia
as a market was not strategic. Following this decision, it
sold its stake in Tata Cellular to the Indian promoters |
REGULATORY CHANGES |
Often, this is beyond the control
of the partners. This could work against the JV when either
the limit on FDI has not been hiked in time or if it has been
reduced. Insurance has been a sector where the 26 per cent
FDI limit for sometime now has not gone down too well with
the foreign partners |
THE JV DOING VERY WELL |
If the JV is on a very good wicket,
one of the partners becomes very keen on increasing its holding
which is not acceptable to the other partner. Suddenly, a
scenario like a 50:50 JV becomes hard to manage |
THE PARTNERS DECIDE TO GO IT
ALONE |
Sometimes having a partner can
hamper growth prospects. In the case of Tata Telecom, the
Tatas decided to sell their holding to the other partner,
Avaya Inc. It worked well for both the partners who felt that
they would be better off on their own |
LACK OF TRANSPARENCY |
It is very important that the ground
rules are laid down well in advance. If information is withheld,
it can cause considerable levels of mistrust among partners.
This can have very serious consequences. The recent case of
the Hutchison-Essar JV is one where the lack of transparency
has been one of the key reasons for the current state of affairs. |
Yet, there are always lessons to be picked
up from a JV, no matter how long they last. "If you ask me
today if I would go about the JV with P&G in the same manner,
the answer will be an emphatic yes," adds Godrej. Perhaps
some of that experience is reflected in Godrej Consumer Products,
which is today growing smartly in the fast-moving consumer goods
sector. Kishore Biyani, CEO, Future Group, is counting heavily
on JVs. He has one for insurance, with Assicurazioni Generali
Group for life and non-life insurance, and another for duty-free
shops at Delhi airport with the UK-based Alpha Airports Group
Plc. "My partners have a good knowledge of their business.
Someone like Generali is a 175-year-old company. We bring to the
table our knowledge of the Indian consumer...True partnerships
always last."
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