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Madan Mohanka set up Tega Industries Ltd in 1976 to manufacture abrasion-resistant rubber mill lining products used in the mining and mineral processing industries. In 2006, as part of its inorganic expansion strategy, Tega bought a mill-liner company in South Africa. Buoyed by this growth, two acquisitions were made in Australia and Chile in the year 2011. However, post-acquisition, several managerial, legal and commercial problems crept up in its manufacturing facilities in Chile, leading to financial downturn in Tega's fortunes in 2016 and compelling it to either plan a revival or divest its interest in its Chilean Plant.

Trouble was brewing for Nestle in India with a lab test finding MSG in Maggi noodles, a product brand which had been adjudged ‘most powerful’ and ‘most trusted’ in India;it was being banned in different parts of the country. Paul Bulcke, CEO of Nestle SA, arrived in New Delhi to face the heat and take necessary damage control measures. The case challenges the participants to review the events leading to a total ban on all the nine variants of Maggi noodles imposed by FSSAI, the Indian Regulator, by Nestle India. It also challenges them to suggest ways of taking care of the business in future in India as well as its effects in other countries.

The non-executive Chairman, Chaturvedi, must lead the Board of Directors of ICICI Bank as it deals with the adverse findings by a former Supreme Court judge against Ms. Chanda Kochhar, the former Chief Executive of the Bank. She had not disclosed a conflict of interest regarding a loan to a corporate group that had business dealings with her husband. Months earlier, the Board had exonerated her and also allowed her to retire from the Bank. Could and should the Board now reclassify Kochhar's retirement as ‘Termination for Cause’ and claw back her past bonuses?

Disinvestment of government shareholding in Public Sector Undertakings, through Public Offers, is a common occurrence in many economies. This case describes such a process of disinvestment of the government of India's stake in a large power utility, National Thermal Power Corporation (NTPC) in India. In addition to process details, the case contains information and data that make it possible to rigorously analyze the response of market participants and the resulting changes in the prices of shares of NTPC before, during and after the public offer.

On completion of analysis of this case, students would be able to: appreciate the context of a typical delisting decision of a public company that is part of a large business group; analyze the complex nature of the relationships among the promoter shareholders, minority shareholders, government-controlled financial institutions, independent directors and executive directors in such a situation of transfer of value; and develop the best possible course of action for the promoters, independent directors and public shareholders, keeping into consideration the principles of corporate governance and the objective of shareholders’ wealth maximization.

The case presents an opportunity to examine the corporate restructuring and governance issues associated with the delisting attempt of India-based mining company Vedanta Ltd., by its London-based parent company, Vedanta Resources. The case focuses on the conflict of interests between the promoters of a business group and the public shareholders of a subsidiary, and the pivotal roles independent directors and proxy advisory firms play in supporting the public shareholders.

The case can be discussed in a graduate-level corporate strategy course that deals with restructuring and governance issues in companies, especially large group companies. It can also be discussed in a course of corporate governance where students have the opportunity to understand the potential conflict between promoters and other shareholders, and the moderating roles the independent directors and institutions may play in resolving such conflicts.

Teaching notes are available for educators only.

CSS 11: Strategy.

The case explores information technology (IT) company Mindtree’s journey of 20 years from the time it was founded in 1999 to be different from others, and how it became a target for acquisition by an Indian diversified conglomerate in 2019. It offers insights into developing organizational culture and values in an organization, threats faced by a company when promoters dilute their shareholding, and the strategies followed by the acquirer and the target firm. It also deals with the challenges in the acquisition of a knowledge service digital firm. After working through the case and assignment questions, students will be able to: identify the circumstances under which a company can become a target for hostile takeover; describe motivations of the acquirer firm in an acquisition; distinguish between acquisition and hostile takeover, and discuss salient features of Securities and Exchange Board of India (substantial acquisition of shares and takeover) regulations, 2011; list the defenses a target firm can adopt to ward off hostile acquirer; explore strategies followed by acquirer and target firms; analyze important ingredients of organization culture, and importance of cultural congruence in an acquisition; and discuss challenges faced by an acquirer in India, namely, legal, retention of clients and key people in the target firm particularly in hostile environment.

The case explores how ten IT professionals founded mid-tier IT services company Mindtree in 1999 in Bengaluru, India (home to Infosys and Wipro) to be different from others – by inserting themselves at a higher level in the value chain, being philanthropic as a part of broader business strategy to attract a certain kind of employee and customer. It developed a culture of equality, consideration and respect. Its attrition rate of 12 to 13 per cent was significantly lower than the Industries. Mindtree crossed annual revenue of US$1bn for FY 2019 and was growing at twice the industry’s growth rate. The most attractive part was that its proportion of revenue from digital services was about 50 per cent as compared to 25-35 per cent of other services vendors. With time, the share of promoters/founders declined and increased one investor’s shareholding of V. G. Siddhartha and his related entities. In early March 2019, the promoters’ stake was 13.32 per cent while Siddhartha had 20.32 per cent. Larsen and Toubro (L&T) one of India’s conglomerate entered into a share purchase agreement on March 18, 2019 with Siddhartha to acquire his 20.32 per cent stake. Immediately, L&T asked its broker to purchase up to 15 per cent of share capital of Mindtree at a price not exceeding INR 980 per share (each share of face value INR 10). This would trigger an open offer by L&T to purchase additional 31 per cent shares of Mindtree. The action of hostile takeover bid by L&T evoked emotional criticism from Mindtree founders. Mindtree efforts to defend itself could not materialize. L&T’s stake crossed 26 per cent on May 16, 2019. After Indian regulator SEBI’s approval, L&T’s open offer to buy shares from Mindtree shareholders commenced on June 17, 2019. The case examines motivation of the acquirer firm particularly when it is a conglomerate, and how a well-performing company became a target for hostile takeover. It looks at vulnerabilities of a target firm, and defensive steps a firm can take to fence itself against such takeover. The case also explores how organizational culture is built in a people-oriented business, namely, digital services, and what role it plays in a merger of two firms.

The case is suited for postgraduate students of management, as well as those undergoing executive courses in management.

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CSS 11: Strategy.

Market development.

This case is intended to be used in strategic management, operations management for both undergraduate and graduate courses. It can also be used for value innovation and market development.

This case focuses on market development by Patanjali, a fast-growing organization crossing US$1bn of sales in five years of time span and declaring a target of doubling this figure in the financial year 2016-2017 (to reach US$1,500m). The prime focus of Patanjali is the health food segment based on herbal and Ayurveda science through the use of organically grown agricultural produce by integrating the associated value chains while radically benefitting all the stakeholders in a two-way process as suppliers as well as buyers/consumers. The fundamental context of the case is associated with the value chain development in terms of value addition on the basis of the organizational and leadership values in all the elements of the value chain of Patanjali products starting from suppliers to customers. The case emphasizes the role of the Patanjali Food & Herbal park in the value chain. Patanjali Food & Herbal Park is constantly striving for nation building more than profit accumulation. They have created a sustainable business benefiting all the stakeholders. The backbone of the Patanjali Food & Herbal Park lies in robust backward linkage and forward linkage. The context of the case presents an account of how the values based integration of the value chain is a strategic advantage and safeguards an organization from business environment threats.

The context of the case presents an account of how values based integration of the value chain is a strategic advantage and safeguard an organization from business environment threats. The case has a deep-rooted theoretical association with models like Porter’s Five Forces model on the one hand and also exemplifies how an organization can use blue ocean strategy through value-based value innovation. The context of the Black Swan perspective also emerges in the narration.

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CSS 11: Strategy.

The case highlights a $1.4 billion fraud committed by the founder of a NYSE listed, Information Technology Services firm in India. In response to the crisis, the Indian government appointed an interim board to find a strategic investor in the company. The case traces the events leading to the fall of the company. Students are asked to analyze the governance and intermediation failures, assess the financial position of the company and to estimate the intrinsic value of the company from an acquirer's perspective.