The decade of the 1980s has been a watershed for India in many ways—putting it firmly on the path of modernization and technological advancement. At one end of the technology spectrum was the start of India’s satellite programme, with the launch of the short-lived Insat 1A in April 1982. At the other end was the colour television, which made its debut in India in time for the Ninth Asian Games that were held in Delhi in 1982. And in-between, there was India’s first modern car—the iconic Maruti 800.
The 800, as it is still known, rolled out of the factory of Maruti Udyog Limited in December 1983 and changed not just India’s automobile industry but also the way people commuted and travelled. Maruti Udyog was established as a public sector undertaking (PSU) in 1981 to manufacture cars, following the nationalization of the late Sanjay Gandhi’s Maruti Motors Limited in 1980. The Congress government led by Indira Gandhi decided that a foreign partner would be roped in and allowed 40 per cent equity share. It was perhaps one of the very early steps towards economic liberalization—a government committed to a socialist economic programme and swearing by self-reliance opening a window for foreign investment, that too in a PSU.
This was the first time that cars—considered items of luxury consumption and therefore at the bottom of economic priorities for resource allocation—were being manufactured in the public sector. Cars were being made by private companies but the existing two manufacturers—Premier Automobiles and Hindustan Motors—were languishing for want of better technology. There was a third manufacturer, Standard Motors, but it was hardly a player in the market and it formally closed shop years later.
Maruti Udyog established new standards of quality, productivity, industrial relations and customer care in the automobile industry and the manufacturing sector at large. It not only came to dominate the Indian car market within a short period of time but also showed that India could manufacture and export a sophisticated engineering product to the demanding markets of western Europe. Importantly, all this was done by a PSU at a time when the public sector was characterized by inefficiency and sloth. Why and how did this happen? This is a question that has often been asked, and this book will attempt an answer.
When the Maruti project was announced in 1980, there was a widely held belief that it would be stillborn. Not only did it come with a controversial political history, but it was also a PSU, which, in those days, were not expected to compete with private companies or be customer-oriented.
The record of PSUs has generally been poor, with few performing to their potential. This happened despite the tremendous advantages they enjoyed. Once the government approves a project, funding is not a problem, at least not for the approved investment. The government provides the equity as well as the loan amount at interest rates lower than what a bank would charge. It is much easier to procure land and get the required approvals from the state governments. Dealing with sundry government agencies becomes hassle-free. Where required, help or support from another ministry is usually forthcoming. Moreover, at least till the mid-1990s, PSUs attracted the country’s best talent and were the employers of choice, especially for engineers. After all, government employment offered lifetime security and a better social status than working for the private sector.
The underperformance of PSUs, then, had to do more with the stifling environment of rules, procedures, government interference and corruption and, most importantly, the complete lack of motivation and involvement of the employees in the company.
A public sector company usually has enough money, at the time of start-up, to obtain the best of technologies and establish contemporary production processes and systems. Almost without exception, the Central government PSUs have not been handicapped on this account. Yet, PSU managements have not been able to create an environment where continuous improvements in productivity and quality take place and they are able to expand output and generate reasonable profits. One reason is that it is the government, and not the management, that takes key financial, technological and commercial decisions. A PSU does not have control over how it deploys its profits or internal resources.
The governance structure and systems of a PSU are very similar to those of a proprietorship company, where the owner has virtually total control over the management. In a PSU, the government is the controlling shareholder, holding normally 100 per cent of equity, unless a minority stake has been divested, a process started after 1991. Each PSU is under the administrative control of different ministries, depending on the sector in which it operates. The minister and officials of the ministry exercise the powers of the shareholder. Effectively, the minister—assisted by his officials—functions like the proprietor of a company.
This is where the similarity ends. In a private proprietorship company, the owner’s motivation to run the company profitably is very high, since he has invested his own money. The company’s professional managers also have a stake in its success, since they are assessed on the basis of its performance. On the other hand, the minister and his officers have no financial stake in a PSU; it is taxpayer’s money that is invested. Their careers and fortunes are not affected by the inefficient working or the losses of a PSU, though they have full control over it.
Worse, usually officers in the ministry overseeing the PSUs have no experience of industrial or commercial working. They could learn on the job, but not only is their tenure on a particular desk quite short, they are also burdened with a lot of other responsibilities. That leaves them with hardly any time to gather the expertise required to effectively discharge their role as owners. There are exceptions, where a minister or a senior civil servant is genuinely concerned about improving the performance of a PSU and respects and supports the management. The PSU then benefits enormously. Sadly, the number of such instances is too small. Invariably, the blame for the non-performance of a PSU is passed on to its management, whose authority is severely curtailed. Obviously a system of management where authority is not accompanied with accountability cannot lead to sustained performance.
Such a situation also gives immense scope for a political party in power to use PSUs for its political advantage. PSUs usually have large budgets, give jobs and contracts, and thus become tools for exercising patronage. The gross overstaffing in most PSUs is proof of this. Sometimes political funds are also raised through PSU contracts. There are numerous instances of PSU facilities being used for the personal benefit of politicians and bureaucrats. These actions hurt the performance of the PSU, but those exercising patronage—the politicians—are not accountable for its results. That responsibility rests with the PSU management, but it cannot refuse such requests unless it is willing to fall foul of the ministry. That is a risk few are ready to take.
Under the Companies Act 1956, the board of directors is fully responsible for the management of a company and has the authority to take all required decisions. Well-managed boards have competent outside directors, who bring expertise and experience from different spheres of business, and help in shaping policy and monitoring performance. In addition, if a company has diversified shareholding, the board is answerable to the shareholders at the time of the annual general meeting, when the accounts are approved. The shareholders also elect the directors. This accountability tends to check arbitrary actions and misuse of power by the management.
However, in the case of PSUs, all the directors are appointed by the ministry (since the government is the sole or controlling shareholder) and political considerations often determine the choice of non-executive directors. It is rare to find PSU boards with experienced outside directors who play a significant role in the management of the company. The position is not significantly different even in PSUs where the government has divested a part of its holding. It is not easy for a sovereign shareholder to be sensitive about the interests of minority shareholders.
The powers of PSUs boards are limited in many critical areas—approving capital investments, fixing the remuneration and conditions of service of employees (including performance-related incentives), entering into joint ventures, investing surplus funds and the like. Pricing decisions are frequently subject to approval by the ministry, which often intervenes, usually through verbal orders, in decisions relating to contracts and appointment of senior personnel, dealers and suppliers. The voice of the ministry representative on the board is the most important one and PSU boards rarely take decisions that are not in conformity with his views. Since most PSUs are dependent on the government for money, especially if they are not generating enough surpluses, their freedom of action is further curtailed by the conditions attached to the provision of funds. Not surprisingly, the boards make little difference to the management quality, and thus a major instrument of corporate governance is blunted.
In any company, the chief executive officer (CEO)—the chairman and managing director or just managing director in the case of a PSU—has to develop the management culture of the entire organization. The CEO requires a high degree of motivation, and the will, to create a performance-oriented organization. Unfortunately, the PSU operating environment is not conducive to this.
The CEO and the executive directors are appointed by the government on a contract basis, usually for five-year terms. On paper, the Public Enterprise Selection Board (PESB) is involved in preparing a shortlist of candidates for any vacancy and also recommending extension of contracts, but these recommendations have only limited value. Appointments to the board-level posts of a PSU have to be finally approved by the Cabinet Committee on Appointments, but if a minister is politically powerful he can always get his recommendation to prevail over that of the PESB. The minister and the secretary assess the work of the CEO and executive directors and write their annual confidential reports, which are highly subjective but form the basis of promotions and renewal of contracts. This further increases the power of the ministry.
PSUs are subject to Parliamentary scrutiny and control. However, it is the minister and the officers of the ministry who reply to Parliament questions and appear before Parliamentary committees. It is very easy for them to make a CEO appear in a poor light before members of Parliament (MPs), adverse comments from whom can have serious consequences for the career of a manager.
What does this mean for the top management of a PSU? The CEO and the directors are aware that their future is essentially in the hands of the minister and his officers, since they influence their promotions or extensions. Keeping key people in the ministry happy is, therefore, more important than performance. There are enough alibis for underachievement of targets, which are accepted as long as the ministry is favourably disposed towards the CEO.
There are other handicaps that PSU managements face when trying to run the company on commercial lines.
As with top managers in private companies, the CEO and full-time directors of PSUs are required to take commercial decisions, use the resources and facilities of the company to maximize benefits to it and its shareholders, and provide the best value for money to consumers. Also, in the course of their work, they have to enter into various contracts and agreements with individuals and firms. However, doing all this becomes very risky for public sector managers because, unlike their private sector counterparts, they are public servants and are subject to the provisions of the Prevention of Corruption Act (PCA), 1988, as they are dealing with public money.
Section 13 of the PCA, which defines criminal misconduct by a public servant, specifies in sub-section (d) that a public servant would be liable if he:
The second and third sub-clauses are particularly problematic. When any contract is entered into with another party—whether for purchase or sale, or even for appointment as a dealer or a vendor—‘a valuable thing or pecuniary advantage’ has been obtained for that party. Thus, one of the constituents of a criminal offence will always be present when a PSU manager does any of these acts. The only other constituent to turn those acts into a criminal offence is that they involve ‘abusing position as a public servant’ or if, say, the contract was given without ‘public interest’. It is these words in the law that hang like a Damocles sword over the heads of PSU managers and are used when the political system wants to pressure them. It is possible to allege, in respect of almost any commercial transaction, that it was done without keeping public interest in mind or by abusing one’s position as a public servant. There is no clear definition of what ‘public interest’ is in a commercial transaction. Equally, there is no clear definition of what constitutes ‘abuse of position’ in such transactions.
The existing situation regarding ‘public interest’ in a commercial transaction is that as long as a PSU transacts all its business by strictly adhering to all prescribed procedures, and following precedents, it is considered to be working in the public interest. Yet, a large number of these PSUs lose considerable money each year, and execution of projects are delayed with considerable cost overruns. Much of this can be attributed to the managers being obsessed with ensuring that there are no procedural violations. The losses incurred are not considered by any authority to be detrimental to public interest. There is no thinking that the primary task of a PSU should be to achieve its approved objectives on time and to make profits. Surely by doing so it would be working in the public interest, even if some rules and procedures are violated, instead of by following rules but losing money. Procedures should not become an end in themselves. The boards of the companies should be able to look at any individual transaction to see if there was any wrongdoing. Unfortunately, this is not the case, and many, usually infructuous, prosecutions are launched using this provision. The situation with regard to ‘abuse of position’ in commercial transactions is very similar to that of prosecutions under the public interest provision.
The investigating agency has the discretion to decide who should be prosecuted using this section. It is true that the prosecution can only be launched after obtaining sanction of the government, if the officer is in service. However, once the officer retires, government sanction for prosecuting him is not required, even if the act was done when he was in service.
Once a charge sheet has been filed, alleging offences under these provisions of the law, the concerned officer has to spend years in court before it can be established that the transaction was a normal commercial one. In the bulk of cases, where these sub sections have been used, the accused officers have not been convicted. However, they have been subject to immense harassment. PSU officers are aware of this situation. How can PSU managers show backbone and resist improper requests from the ministry as long as the law is worded in a manner which makes it possible to classify most commercial decisions as crimes?
The requirement that PSUs should be audited by the comptroller and auditor general (CAG) has a similar effect. The procedures and processes for giving contracts or making purchases are expected to conform to the way work is done in the government. Audit is done accordingly. No exceptions because of the compulsion of commercial reasons are made in any important area. Results are judged on the basis of hindsight. This system places a premium on following rules, procedures and precedents because that is the safest way to take decisions. However, doing so means that nothing can change for the better and the same mistakes keep getting repeated. Making innovations carries the risk of adverse comments in the audit report, especially if the results do not measure up to expectations. The system does not recognize that in a well-managed and dynamic company, managers have to take quick decisions, and all of them cannot be the best possible. Bona fide mistakes tend to be treated as if they were mala fide. Over time, PSU managers have learnt that the best solution is not to take responsibility for any decision.
The powers of the board to function commercially and with the private sector gets further diluted by the fact that PSUs are ‘Instruments of State’ in terms of Article 12 of the Constitution. This means that all Fundamental Rights can be enforced, through the writ jurisdiction of courts, against a PSU (the Article does not apply to private companies). For example, a PSU has to ensure that in all decisions it takes the right of equal opportunity is not violated. Any aggrieved person who has not got a contract or an appointment or has not been promoted can challenge the decision of a PSU in court on the grounds that he was not given equal opportunity. This leads to a situation where decision making on contracts, appointments and the like takes much longer than necessary, since tortuous processes must be followed and immense paperwork generated so that it can be established that all Indian citizens were given an equal opportunity if ever the decision is challenged in court. As a result, often the commercial interests of the PSU are the casualties. A PSU must also pay heed to the Directive Principles of State Policy and build them into its management processes.
PSUs have also to comply with the directions they receive from the various Parliamentary committees which oversee their working. These include the committees on Official Languages, Scheduled Castes and Tribes, Assurances and the committee specifically meant to look into the working of PSUs. All this puts PSUs at a disadvantage vis-à-vis private companies, who are not subject to these laws and directions.
The government has recognized the need to give autonomy to PSUs. Under a policy initiative in the late 1980s, PSUs signed an annual memorandum of understanding (MoU) with the government. The PSUs would indicate the physical and financial targets they would achieve and the government would indicate what it would do to help them achieve those targets. In 1997, some PSUs were declared ‘navratnas’ and given more operational freedom. However, this did not really change the powers that the minister—and the ministry—enjoyed over public sector managers. It would be a rare CEO or director who would deny ‘requests’ from the ministry, even in these navratnas.
Apart from these, a major reason for the underperformance of PSUs is the lack of motivation for employees and the absence of any system of performance-linked incentives.
Without doubt, it is the employees—from the CEO down to the shop-floor worker—who make the maximum difference to the long-term performance of any organization. Technology and manufacturing equipments, raw material and other inputs, production processes and systems can all be bought or acquired from others. However, employees have to be nurtured by the management. For the company to achieve excellence, not only must they acquire the necessary skills but should also have high levels of motivation that are sustained throughout their careers. Employees must become and remain creative and innovative. For this to happen, they need to believe that their future is intrinsically linked to the company’s performance. Workers, in particular, need to understand that militancy and indiscipline in the workplace only hurt their long-term interests. For its part, the management, by its actions, needs to create and sustain these beliefs. This soft side of the management process is what differentiates the ordinary company from those that excel.
Does the public sector environment lead to the employees being committed to and involved in the prosperity of their companies? The honest answer is: no. Some PSUs do perform well in the short term, but few achieve long-term excellence, which comes only with employee involvement with the company.
The government works on the assumption that the salary paid is enough incentive for sustained high performance throughout an employee’s career. These salaries—and annual increments—are much lower than in the private sector. Promotions are generally timebound and assured, so long as one has not made any serious mistake. All this does not create any motivation for enhancing performance and delivering results. Unfortunately, the way in which PSUs are managed—with the government periodically funding loss-making companies and promises made by the management to become profitable being overlooked—have convinced most employees that public funds are available to bail out loss-making companies and hence they can prosper (or at least retain their jobs) even if their company becomes sick. PSUs operate in a zone of comfort, and unlike private companies, do not have to worry about survival.
Managers have also learnt that exercising initiative is a high-risk, low-reward activity. But if any undertaking is to make continuous improvements, and reap the benefit of individual creativity, employees have to be encouraged to think of and try out new ideas. Mistakes will be made, but if every mistake is punished, people will stop trying to make improvements. This attitude carries over into decision making as well, with managers preferring to follow precedents and procedures, regardless of delays, since they will be held responsible if it later proves to be wrong.
Industrial relations is another bane of PSUs. Most PSUs have multiple, politically affiliated unions, whose relationship with the management is adversarial. PSU managements have done precious little to educate workers to change their attitudes and behaviour.
This was the environment in which Maruti had to operate from the time it was established in 1981 till 1992, when the government and Suzuki Motor Corporation (SMC) became equal partners and the company ceased to be a PSU. V. Krishnamurthy and I were fully aware of all these pitfalls when we took charge at Maruti, because of our long association with PSUs and the government. We were also clear that if the objectives set for Maruti were to be achieved, we would have to find a way to work within the public sector system and yet attain excellence. The rest of this book tells how this was achieved.