To do that, they need to build on each other's trust and work together. Says Deveshwar: "It has been a distracting episode. The sooner we can get away from it, the better. It's time we got down to productive work." Soon after winning the chairmanship, Deveshwar invited the two BAT nominees on the ITC board, Norman Davis and Richard Pillbeam, over to his residence for cocktails.
What started as a duel between BAT and K.L. Chugh, has ended with Deveshwar becoming chairman. After a series of meetings which las-ted 48 hours from December 8-10, the nominations committee and later, the board, voted comprehensively in favour of Deveshwar, much to the disappointment of BAT. Says Malcolm Fry, BAT's director for business development in Asia: "In all my years I have never come across a board that has voted. It's always been a unanimous decision where both sides give and take. It is never I won, you lost. I find it incomprehensible that the board voted on such an important issue."
BAT, the single largest shareholder in ITC with 32 per cent wanted to bifurcate the top post. It wanted a chairman to overseethe company's reporting, accounting, auditing and strategy, while a managing director would oversee the day-to-day running of the company. But the financial institutions (FIs) with 36 per cent of ITC's equity held firm, insisting on maintaining status quo and bringing in Deveshwar, currently vice-chairman, as chairman. "BAT had misgivings about how the company was being run," says Fry, adding that BAT felt there were problems relating to report-ing, accounting and auditing, which was vindicated by the special audit committee. "It's not the end of it. We'd like to see the company run on more transparent reporting relationships," he asserts.
In fact, Fry argues that ITC's top brass agreed with BAT on the issue of transparency, but despite BAT's persuasion, refused to make the required changes. This compelled BAT to ask for Chugh's resignation, intending to bring in a "revered outsider, someone with experience in business and government to chair ITC," in an attempt to "cleanse the system".
When, after painting the issue in Swadeshi colours, Chugh finallyagreed to step down, BAT had scored a major point. But the scene was set for the BAT vs Deveshwar battle. And that's where BAT played all its cards wrong, perhaps underestimating the determination of the FIs to get Deveshwar nominated as chairman, without bifurcating the top post. But now, with Deveshwar finally emerging triumphant, the question is: will Deveshwar and BAT be able to put the past behind them and work jointly for ITC's benefit? Or, will a miffed BAT put a spoke in Deveshwar's scheme of things?
"We never had anything personal against Deveshwar. In fact, I expect the BAT man-agement to ask Yogi to come to England and chat and see how far our philosophies agree," says Fry, adding that BAT is quite happy to work with him. Deveshwar agrees: "My relationship with BAT nominees, on a personal level at least, is very cordial. And I am not aware of any views that BAT has that will hinder my functioning." Besides, BAT has to support ITC, not him.
Offering further proof that BAT was not opposed to Deveshwar as an individual, Fry says that BAT never proposed the names of Saurabh Misra and Feroze Vevaina. This is contrary to what has consistently appeared in the press earlier. In fact, Fry says that BAT was opposed to nominating anyone from ITC. And neither was Fry's name ever proposed as chairman, only as managing director.
Will BAT oppose ITC's diversification plans? "BAT has supported all of ITC's diver-sifications till 1994," points out Fry. He adds that BAT has given in-principle approval to ITC's proposed forays into food and power Neither does BAT intend to say a blanket no to any diversification plan. BAT, says Fry, is willing to support any diversification provided the ITC board can come up with a sound plan. But, he warns, that he has never come across a company that can do everything it wants. "It should do the thing that they know best." And despite being miffed, will BAT allow ITC the use of its prized brands which constitute roughly one-third of its net worth? "If we feel that these expensive assets are in safe hands, why not," observes Fry.
On his part, Deveshwar would like to get on with his job as chairman. "Whatever has occurred in the past is best left to the past," he says. Adding that a dialogue between the two should allow things to move smoothly. BAT, Deveshwar, ITC employees and investors are obviously hoping—fervently—that the worst is over.