A sort of Corporate life

Chapter 1: Life at the lower levels

Thomas Koshy was sitting in his office in Bangalore idly looking out of the window. As the executive assistant to the Managing Director of Crosstown Engineering Company, he had a decent office bang next to the cavernous office of the MD. That day marked the tenth anniversary of his taking that all important role of EA to MD, and he allowed himself some time to reflect on how he came to be in that job. His boss, the thoughtful yet demanding Mr Banerjee was away in Delhi that day giving Thomas Koshy an opportunity to indulge in luxuries like reflections during a busy working day. He clearly remembered the day when the newly appointed MD, Mr Banerjee, plucked him out of the obscurity of a regional sales job in Delhi. Koshy’s boss at that time, the regional manager, was down with flu when the MD visited Delhi, and Koshy was deputised to accompany Mr Banerjee to an important meeting with a marquee customer of Crosstown Engineering. Thomas Koshy was the account manager for that customer, therefore knew everything needed to know about their annual off take, product specifications and cost/price equations involved. Mr Banerjee was keenly watching Koshy handling the customers’ senior team with consummate ease and confidence, setting out Crosstown’s case in clear terms. On the way back from Faridabad to their office, Mr Banerjee conducted some sort of impromptu interview of Thomas Koshy in the car, learning that Koshy was that special species, rare at that time, an engineer with an MBA. He could therefore go in and out of engineering and financial aspect of any business situation with ease. That fateful car ride was the beginning of a ten year professional relationship between Mr Banerjee and Koshy, with productive outcomes for both of them, as well as the company.?

Within ten days of that meeting in Delhi, Thomas Koshy found himself seated in the office next to the MD’s, posted as his Executive Assistant. As the newly appointed MD, Mr Banerjee needed an analytical mind to coordinate the collection of diverse facts involved in several business situations and present them in a cogent order for him to make final decisions on complex matters. Koshy worked well with senior members of Crosstown’s management team, despite his relative youth and lack of seniority, to bring together engineering, commercial and financial aspects of business problems. Within a period of months, Koshy gained everyone’s confidence as the most indispensable part of MD’s office, being able to contribute his independent points of view in top management discussions.

After about a year of his arrival in the MD’s office, Koshy found himself in a situation which called for something a lot more than his analytical skills. He had to play a significant role in a high stakes corporate game which was beginning to play out, involving his boss the MD. Mr Banerjee as a relative newcomer to the company was getting some push back from some of the outside directors, silently aided by a couple of insiders who lost out to Mr Banerjee in the MD stakes. A powerful outside director was championing a new diversification project involving massive investment in areas outside the company’s traditional areas of business. Mr Banerjee was rather doubtful about the benefits of such a project, rightly thinking that there were better opportunities for growth within the company’s areas of strength. However, he could not share his reservations openly, lest he would be seen as conservative and unaggressive. Koshy was silently observing these goings-on and decided to intervene on behalf of his boss. As a first step towards implementing his cunning plan he wrote a detailed note outlining the pros and cons of the new project proposed by the outside director. ‘While apparently attractive in many respects, the new project would substantially increase Crosstown’s business risks; why should we go into areas strewn with financial and technical failures, when we have enough opportunities within our reach?’. He made a clever move to share his document with an overseas investor in secret. Thus primed the powerful overseas investor group seized these facts and sent a dissenting note to the Board about their new diversification proposal. Their note was practically a carbon copy of Koshy’s writeup on the pros and cons of the project. Unsurprisingly, the new project was killed in the subsequent board meeting, dead on arrival, thereby consolidating Mr Banerjee’s position as MD. ‘Oh my, this young Koshy may look like a harmless analyst but is an ambitious political animal’ a grateful Mr Banerjee thought. Other members of the board, and indeed all senior managers in the company, were silently observing the entire episode play out. While they could not pinpoint Koshy’s exact role in killing the project proposal, they suspected that he had a hand in it. That incident placed Koshy firmly as a comer and a powerful player in his own right.

Everyone’s acceptance, except that of the Chief Finance Officer of the company. Mr Gowrishankar, the CFO of Crosstown, was a first class accounting and finance brain, having rapidly risen to the top finance job in the company. Being an ambitious man himself, Gowrishankar had his own visions of ascending to the MD’s role after Mr Banerjee’s time there, and brooked no one coming in between him and the MD in terms of providing financial data to him. He was irritated by Thomas Koshy’s ability to analyse the financial statements provided to the MD’s office, often identifying?gaps in the finance department’s own analysis. Unlike other senior managers of the company who were ready to share information with Koshy, the CFO frequently blocked his team members from giving out information to Koshy. In such instances Koshy had no option but to provide the MD with an insufficient analysis, however highlighting the gaps in financial information. Mr Banerjee who was himself a past master in office politics was watching the emerging conflict between the CFO and his EA with an amused interest, letting the whole thing play out by itself. It was a corporate cold war between these two ambitious individuals, equally important to the MD, with no resolution in sight.

Typically the executive assistant’s role was at most a three year stint. After that time, the EA was expected to go on to more active roles in the company, from being an analyst in the MD’s office. In Thomas Koshy’s case Mr Banerjee was determined to keep him for some more years next to his office. By then Koshy was increasingly?seen as top management material in the company, having exposures to people in the shop floor as well as the members of the Board. More importantly he was able to feed Mr Banerjee’s limitless appetite for well analysed information enabling him to see every side of a problem before making a firm decision.?He assured Koshy thus, ‘Thomas, as you can see, we complement each other on making this difficult office work, and I don’t want to break this spell just yet. Let it ride for some more years, and we will find an appropriately senior role for you in the company later’. Matters stood at this for some more time, perhaps for two more years.

After five years, Thomas Koshy was driving home along with his boss, Mr Banerjee. They were returning from a late evening meeting at the Ritz Carlton on the Residency Road. Mr Banerjee was unusually relaxed and rather forthcoming about Koshy’s prospects within the company. ‘Do you know what happened the other day? You won’t believe me when I tell you that Gowrishankar the CFO wants to take you into his department. He is willing to offer you the position of General Manager Finance, the second most senior role in his department. What do you think, Thomas?’ If Mr Banerjee was expecting Koshy to be floored by this offer from the CFO, he was rather disappointed at his subdued and even placid response to it. Koshy began to explain, ‘Sir, this news doesn’t come as a dramatic surprise to me, I must tell you, since I was expecting some such stunts from Mr Gowrishankar. You may not know that he is very pissed off with me for doing independent financial analysis in my briefing notes to you. My analyses oftentimes contradict his own recommendations to you on financial matters, and he doesn’t like it one bit. By taking me into his team, he would silence my voice once and for all, and his ideas are the only things you would hear from now on, if I went his way. That would be the last time anyone would hear of me within the company, I would be buried so deep’. The MD was silent for a while trying to absorb the import of this Machiavellian move by his CFO. He conceded that he would be seriously impeded in his work if he did not have the contrasting points of view from Koshy; however he pointed out that the attractiveness of the offer had to be considered too. ‘Thomas, do you realise that as GM you would be youngest person at that level of seniority in the company? Why should you pass it up, just for the pleasure of working directly with me?’

‘Sir, if you will forgive me and not think of me as excessively ambitious, I would like to share with you my own goals in this company. When I leave this office as EA, I should aim to be a member of the top management team directly reporting to the MD. That translates to a Director’s job, in charge of a functional area, two steps more senior to the GM role being offered now’ Koshy revealed his true ambitions. He continued ‘I am already handling substantially top management work, and have a ringside view of how you operate; these will stand me in good stead when the time comes when a director’s slot opens up’.

‘Man, aren’t you an ambitious so and so? I must caution you however, that people would find your analytical experience as EA very inadequate when a director’s appointment comes up. Lack of line management experience would be held up against you, let me warn you. A bird in hand today is better than two in the bush, didn’t you hear?’ Mr Banerjee cautioned the young Koshy. No matter. Thomas Koshy decided to pass this ‘generous’ offer from the CFO and continue as EA till a better offer came his way.

Chapter 2:

A second chance not very successful.

A second opportunity for advancement within Crosstown came after a couple of years of the earlier proposal. Koshy was ready this?time to put in his application, giving it a serious push. The Director in charge of Supply Chain, a critical position in the engineering operations of the company, had decided to move away from the company. He had shrewdly assessed his chances of succeeding Mr Banerjee as the MD to be close to nil, what with the ambitious CFO Gowrishankar looming large as a clear number two. He decided therefore to take up the offer of a smaller company as its MD, paving the way for Thomas Koshy to stake his claims for that slot. When Koshy broached the subject with his boss, Mr Banerjee was all encouragement, however tinged with a note of caution. ‘I do think you are more than adequately qualified for this position, having handled many supply chain matters, and having good relationships with the vendor community. However, you will have to think of the Selection Committee’s reactions to your perceived lack of line management experience’ was all he would say. ‘I would of course give my positive response to your candidature to the members of the Board, who are likely to be involved since it is a Board level appointment’.

The selection committee for this position had two independent directors along with the HR director and the CFO as its convenor. Right off the bat Gowrishankar objected to Koshy even being considered for this position. ‘We are talking here of a director’s position, involving the supply chain operations of the company; how can we even consider a deskwalla whose only experience is of crunching numbers and writing reports?’. His open objections were however countered by other members of the committee, ‘let us include him with all other candidates and evaluate him vis a vis what everyone brings to the table’ and thus Koshy found himself in the candidates’ line up. Since this was a top management position in a prestigious engineering company, it attracted attention from many qualified and experienced candidates across many sectors. The committee members took their job seriously, lining up several interviewing sessions with each candidate.?

When Koshy’s turn came he was typically well prepared. He decided to take a different tack in his meeting with the selection committee, well away from the tried and tested Q and A format. He went with a detailed presentation instead, outlining the gaps in the company’s existing supply chain, and a roadmap for implementing some creative steps in the future. In a manner of speaking he took the offensive format, ‘Gentlemen, since you know me already in my avatar as the EA to MD, let me skip the usual preliminaries and give you my assessment of the supply chain management in the company’ Koshy plunged into a detailed discourse on issues like vendor relations, ratings based on quality, price and delivery, open format inventory management and reverse auction mechanisms for price finalisation. After nearly an hour of this presentation, Koshy wound up, ‘gentlemen, as you can observe as an insider I have useful ideas of what this function needs, and an ability and willingness to implement these proposals’. Predictably Gowrishankar the CFO shot the first question at him, ‘These are elegant ideas to be sure, but I must say they are very theoretical; you have no administrative background to show proof of managerial actions in the past. We are looking for an action man and not a professor of supply chain management’. Thomas Koshy was very much expecting a direct attack along these lines. He cleared his voice and began speaking calmly, ‘Yes, sir, it is true and very apparent that I have not run a department in my career so far. However, I would urge you to park it aside for a minute, and look at the situation this way. I have over the past eight years or so dealt with every major and minor component in our entire product line up, in terms of design, costs and prices. I have personally known and interacted with every vendor on all professional matters concerning their supplies. And most importantly, my experience as the staff assistant to the most demanding and knowledgeable person in the industry, namely Mr Banerjee, has given me a clear idea as to what would work and what would not work in our company’ he concluded his response to Gowrishankar.

After several rounds of interviews the selection committee was evenly split, between an external candidate with several years of supply chain background and Thomas Koshy, the ideas man. The committee members looked to the CFO, Gowrishankar, potentially the future MD of Crosstown to conclude the matter. All his past resentment about Thomas Koshy came to the surface in the CFO’s mind. Combined with his insecurities about facing a confident and articulate Koshy as a board director, Gowrishankar put his foot down. However he had to be careful how he worded his dismissal, concealing his true intentions in polished language. ‘I have only admiration for Thomas Koshy’s abilities and contribution to the company, but he has to mature some more and get some field experience before he can aspire for this job’ a safe and unexceptional line of attack on a potential competitor.

When the selection of the outsider was finally announced, Mr Banerjee was more disappointed than Thomas Koshy, but he was restrained in his criticism of the CFO. ‘People reveal themselves in many different ways, Thomas Koshy, and we will have to factor such knowledge in our future dealings with them’ he said darkly. Kosher sucked it up and acted as if the failure to land the supply chain job did not affect him. On the first day of the new supply chain director, Koshy welcomed him and gave him a copy of his presentation containing his thoughts on further work to be done there.

Inwardly however Koshy was deeply disturbed. All avenues of advancement within Crosstown Engineering seem to be closed for him. He could of course take up a job a level lower than director, but that prospect didn’t appeal to him. With Gowrishankar ascending to the MD’s job in about two years’ time when Mr Banerjee retires, Koshy’s life under the new dispensation would be colourless, if not downright humiliating. Going outside Crosstown and seeking a job elsewhere would not be easy, since he would be faced with same questions about his lack of line experience. He was well and truly stuck.?

Being innovative and armed with time on his side, he decided to play the long game in Crosstown. He shared his thoughts with his boss, the MD. ‘Sir, let me stay on as EA for a couple of more years till your retirement from here; I am confident something will turn up before then’. If Mr Banerjee had some doubts about Koshy’s Micawberish approach he kept them to himself.

Chapter 3:

A final shot at a great opportunity.

In the event Thomas Koshy’s optimism paid off, but not without considerable delay causing interim bouts of anxiety and doubt. One afternoon about two years after the supply chain job debacle, his boss Mr Banerjee got a call from a leading investment banker with an interesting proposition. ‘Cambridge Engineering Company, based out of Poona, is looking for a new investor to replace the present ownership family; I do think it is a good fit for Crosstown Engineering in terms of product market profile as well as a strong cultural similarities. The only point is if you guys have the stomach for a sizeable acquisition?’ The MD called Koshy into his room right?away, and together they listed down what they knew about Cambridge Engineering Co (CENCO). It was sizeable company, with about three quarters of Crosstown’s top line revenue, assets and manpower. More importantly CENCO was operating in more sophisticated technologies, both in manufacturing and in product design. If they were able to swing the deal it would be a big catch for Crosstown giving it a chance to levitate over its rivals in one quick jump. However, there was a catch. No, make it two catches. It would be an expensive deal with the sellers demanding top dollar for their stake in the company, and the buyer would have to deal with the notoriously political internal managerial culture of CENCO. No matter, they concluded that the opportunity was too important to pass up. They just have to go for it and deal with the consequences as they arose.

Left alone with these thoughts Thomas Koshy began to evaluate the CENCO proposal in personal terms. ‘If we can acquire CENCO and if I manage to position myself as its MD, it would be neat solution to my current predicament in Crosstown; in one clean move I can escape the present limbo I find myself in’ he thought. He moved swiftly and got himself positioned as the head of the committee doing the due diligence examination of CENCO’s operating and financial details. Gowrishankar quickly cottoned on to what Koshy was up to, and he himself wanted to head the committee. But he was too busy in the company’s financial restructuring work right then and could not spare his time for due diligence. Therefore the CFO had to suck it down, accept Koshy as the head of the due diligence team, and send his number two in finance as part of the team.?

Thomas Koshy went well beyond what a typical due diligence exercise would involve. Not content with studying the data room details about CENCO, he managed to get a personal overview of the company’s facilities, distribution structure, new product pipeline and bankers’ evaluation of CENCO’s performance. More significantly he made it a point to meet every member of the top management team of CENCO individually, to get a measure of how strong the management line up was. He could clearly sense the undercurrent of political hostility among the management teams, and flagged it as a priority to be attended to upon completing the acquisition. Koshy also found out the company’s achilles heel in its financial structure, primarily in its inability to fund its massive need for capital investment in line with its growth demands. CENCO’s need for funds overtook its ability to generate them from operations, hence implying steadily rising debt levels and equity dilution or both.?

At the conclusion of the due diligence exercise, Thomas Koshy made a presentation to the Board of Crosstown Engineering, listing out the areas of complementarity with CENCO, its strengths and weaknesses and finally rounding off with his recommendations. ‘I would say it is a clear yes, however strongly qualified in terms of the hurdles we have to look out for if and when we acquire the company. We will have to tackle the intensely political top management culture there, with entrenched interests guarding their turf. Second we will need an ability to constantly find new ways of funding the company’s appetite for new investments in the next several years’. After a good deal of back and forth the Crosstown Board agreed with his recommendations to go ahead with the CENCO acquisition. Koshy also found himself appointed as part of the negotiating team who would conclude the deal with CENCO.

Things moved very fast thereafter, with Crosstown coming within days of completing the acquisition of CENCO. The attention within the Crosstown Board now turned towards who would manage CENCO after the acquisition of substantial interests. It would need a new MD since it was a listed company with its own board of directors, with a sizeable presence in the market. While Crosstown would nominate its representatives on the CENCO board, an independent MD would be the man to manage the company thereafter, at arms length basis. There was not much time to look around to find a new candidate, as Crosstown needed to take control of CENCO immediately upon acquisition. It was at this right psychological moment, Thomas Koshy threw his hat in the ring, making a strong claim to be the MD of the newly acquired company.

If Koshy thought it was going to be a walk over for him, he had underestimated his old enemy, Gowrishankar. The CFO who was going to succeed Mr Banerjee in a couple of years’ time didn’t want Thomas Koshy anywhere in the system, particularly in a powerful role as the MD of a substantial associate company.?Gowrishankar was therefore promoting the candidature of Mr Khatkhate, the erstwhile CFO of CENCO, thinking he would be able to manoeuvre him better. Now Khatkhate was admittedly a knowledgeable accountant, still a product of the inbred culture of CENCO, lacking in strategic aspects of taking the company forward.?

The nominations committee of Crosstown’s board was going to be the final arbiter on who gets to be the new MD of CENCO. Was it going to be the relatively young Thomas Koshy with no line management experience or Khatkhate the insider finance man from CENCO? These two candidates could not have been more different and it showed in their interview performance. Khatkhate was the first to go before the committee. He impressed the Board with his evident knowledge of the financial minutia and his strong personal relationships with other members of the top management in CENCO. However when it came to the question of what he would do as the MD, Khatkhate floundered in a big way trotting out the familiar line about following the tried and tested ways of the past. In contrast Koshy came out of the gate storming with his ideas on what can be done when CENCO and Crosstown combined their managerial resources. ‘Our first priorities should be to move away from the present insular and political managerial culture, to something professional and transparent. Simultaneously we should be tackling the financial needs of the company, in line with its growth plans. Perhaps some equity participation from international biggies like Bechtel would be a strategic move’. At the end of the first round, there was no question that Thomas Koshy was the better candidate.

However, it would be underestimating Gowrishankar’s political cunning if he easily allowed the committee to move forward with Koshy. He started placing hurdles in Koshy’s path. ‘Given that Koshy has had no line management experience?so far in his professional life, why don’t we offer him the job of CEO, one level below that of MD? When he proves himself with his performance after a couple of years we can make him the MD’ Gowrishankar proposed in the meeting. The board was willing to go along with this innocuous sounding proposal and sounded out Koshy about the CEO role. Koshy was waiting for just such a turn of event, having anticipated how Gowrishankar’s mind would work, and quite frankly he was beginning to get pissed off. ‘Gentlemen, I must strongly disagree with this evaluation about my lack of line management experience. You must note that I have nearly twelve years of top management exposure getting involved in every management decision in Crosstown, having worked for a first class professional like Mr Banerjee. If that background will not be valuable in CENCO I do not know what will work there’. He continued in the same politely offensive format, ‘Leave my candidature aside for a moment. Whoever takes over control in CENCO should be seen to have the complete support of the Crosstown Board; he should be clearly seen as a number one executive there, having MD’s title with complete authority to make all decisions including on people matters. If you push in a person with a smaller role there, with indeterminate support from the board, he will sink without a trace in that intensely political environment of CENCO. Let me caution you.’ Thus having firmly declined the offer of CEO’s position in CENCO, Thomas Koshy calmly walked out of the interview without another word.

The progress or lack of it on this matter came to the notice of Mr Banerjee, the Crosstown MD. He decided to intervene in Koshy’s favour with these lines, ‘Look, I find nothing wrong in Koshy’s expectations and his assessment of the situation in CENCO. I can truthfully say that he is mature beyond his years, and his managerial style and detailed knowledge would match the best anywhere. More importantly, if we deny him this position he is likely to go away from the company, and that would be a serious loss for Crosstown. I know for a fact that international headhunters are circling around him with tempting offers.’?

Thus it was how Thomas Koshy found himself as the MD of Cambridge Engineering Company, Poona at an advanced age of thirty six.?

Chapter 4

Unexpected turnaround in fortunes.

In short order, Koshy began to unfold his plans for Cambridge Engineering. He started implementing the management planning review mechanisms, the trademark actions of Mr Banerjee which he himself helped to put together in Crosstown. All aspects of the company’s actions and performance of various divisions were put on the table for an open and transparent review. People in CENCO realised that the earlier culture of playing political games would no longer work in the new dispensation, and began to modify their approach. He also brought in a couple of corporate governance heavyweights from Bombay as independent directors on the Cambridge Board, to add sustenance to his own efforts at changing the company’s culture. There were still a handful of recalcitrant executives who could not change their ways from the earlier era, and Koshy dealt with them with clever subterfuge. He simply ignored such people and instead began to deal with their subordinates to get what he wanted to do in such cases. Once people realised that they were not so indispensable after all, they began to fall in line.

All but one in the senior management line up in CENCO. Mr Khatkhate disappointed at being denied the number one job, began to harbour silent resentments against Koshy; he adopted passive aggressive techniques to slow down what he considered to be Koshy’s newfangled ways of doing things. In this he was actively supported by Gowrishankar, the CFO of Crosstown who couldn’t accept Koshy’s selection as the MD of CENCO. For a while Koshy did not do anything about it; he silently watched Khatkhate blocking his moves with his spot running techniques. He wanted to see how far he would go and was waiting for Khatkhate do something drastic lulled by his complacency. The moment Khatkhate stepped out of line by making commitments to Banks without checking with him, Koshy called him out, asking him on whose authority he made such decisions. Khatkhate blurted out something like Gowrishankar?from Crosstown had approved these decisions, and that he had independent authority on financial matters of Cambridge.

He stared at Khatkhate for a minute without saying anything, and then started speaking with a hint of menace in his voice. ‘If Gowrishankar wants to play games with CENCO’s functioning I can and I will deal with him in my own way. However, it is you and your actions I am worried about now. If you want to continue as CFO of CENCO for one more moment, you must put a stop to all such extracurricular activities. Either you work for the interests of CENCO along the lines we discuss and agree, or you may step aside right away. It is your choice’. Being long used to playing dirty behind the scenes in a political environment, Khatkhate didn’t know how to handle this direct reprimand from his direct boss. For good measure Koshy memorialised this incident between him and Khatkhate, including the substance of his warning in the form of a note and circulated to the CENCO Board. Gowrshankar who was a Crosstown nominee on the Board, just had to gnash his teeth in frustration at being thwarted by this young man, several years his junior. He could see that the independent directors of CENCO were on Koshy’s side.?

Fast forward for five years. Mr Banerjee retired from Crosstown as its MD, and as expected Gowrishankar ascended to the throne. People thought Gowrishankar was a safe pair of hands coming from a conservative financial background. They didn’t know what they had bargained for, since Gowrishankar was a victim to all the passing fashions in management. Since he had only observed Mr Banerjee’s decisions in Crosstown from the sidelines, or at best from a financial point of view, he lacked the strategic and tactical perspectives for making decisions in complex engineering matters. He grabbed all the diversifications options offered to him, big and small, thinking that growth by acquisition would be the ticket to bulk up the company. He was beginning to learn that buying companies was easy, but managing them thereafter was tough. Moreover, his past insecurities in dealing with executives equally or more talented than him, came in the way of recruiting top talent for managing Crosstown. Not unexpectedly Gowrishankar surrounded himself with several second raters in managing Crosstown in what proved to be an increasingly complex business environment. His brilliant skills in financial engineering deserted him, when operations were mismanaged down the line, and strategic decisions failed. Within four years of Gowrishankar’s tenure, Crosstown was particularly hit hard in the economic downturn, always being prone to periodic recessions. Crosstown’s sales, profit and stock price curves were sharply turning downward, turning investors away.

Five years is a lot of time in a company’s history. A well managed company can reinvent itself out of middling financial performance, given intelligent and forward looking management decisions. Cambridge Engineering under Koshy’s leadership became the darling of the stock market in five years’ time. A combination of an unmatched product line up, first class management team, conservative financial policies and aggressive business policies brought in serious international investors’ attention. CENCO was beginning to be seen as a successful global player, one of the few from India.

Thomas Koshy had every reason to feel good about where he was placed at that time, but the contrasting financial situations of Crosstown and CENCO were a constant source of worry. At that time CENCO was an associate company of Crosstown, which owned a substantial percentage of CENCO equity. Given the poor financial performance of Crosstown under Gowrishankar, its ownership of CENCO was at a disproportionately high percentage of Crosstown’s market capitalisation. It was therefore tempting for Gowrishankar to get rid of CENCO stock, enabling him to sort out all his financial?problems in one clean move. If he did that it would mean CENCO would get a new ownership structure, throwing Koshy and all he had achieved there into total disarray. That it was not an idle threat was amplified by a call Koshy got from one of the friendly investment bankers one afternoon. ‘What is it I hear, Koshy, about Crosstown trying to find buyers for its stake in Cambridge Engineering? The market is abuzz with excitement about an impending deal’. Koshy needed no more confirmation about what Gowrishankar was up to in solving his own problems, by sacrificing?CENCO’s interests to salvage his own hold on Crosstown.

It was decision time for Koshy. If he moved fast he could line up a friendly buyer for CENCO stock from Crosstown, which move would protect his own position at CENCO. While it was doable, solving his own problems in short order, Koshy was not satisfied with such an easy solution. He had a much more aggressive move in mind, which would yield much better outcomes if successful. He decided to seek out a friendly international buyer not just for CENCO stock of Crosstown Engineering, but for the whole of Crosstown itself, the whole shebang lot of it. However he had to reckon that if he failed in this move, he would be thrown out of CENCO in no time at all. After a night of tossing and turning weighing this real risk, Koshy decided to go for the long game.

Koshy had to move and fast. He told his colleagues that he had to go to Singapore urgently to meet a customer, but actually headed in the other direction. The next afternoon he was sitting in front of the Group Financial Controller of Bechtel Inc, in their plush offices in Reston, Virginia near Washington DC. He explained that he was putting together a consortium of a large engineering company and a large private equity player to fund his acquisition plans. Exactly what does he want to buy? To make a play for Crosstown Engineering, including its ownership of CENCO, that was what he was aiming at. He made a convincing pitch to the Bechtel team on the details of both Crosstown and CENCO, of which he knew just about everything, along with his own assessment of how to run these two entities to make it a profitable investment. ‘One is a turnaround stock, and the other is a growth stock; Crosstown plus Cambridge Engineering will give you the benefit of both’ he summed up. ‘Most importantly, Crosstown is substantially undervalued right now, due to its recent management failures. With the right approach these?mistakes are entirely correctible, resulting in a good upside to the investors’. Before he left the offices of Bechtel he got an in principle clearance to take up around 30% of the combined value of the deal.

His next stop was New York to line up participation from Neuberger Berman, a respected private equity player known for high professional standards. More importantly Neuberger Berman was an entirely employee owned operation with an open culture and old style partner level commitment to its investments. With Bechtel’s participation already in the bag, and a strong storyline involving Koshy’s personal knowledge of all relevant business details, it was not a long conversation with Neuberger Berman. They too accepted to back Koshy’s bid for Crosstown with an equivalent amount, before he left their offices in Midtown Manhattan.

Upon his return to Poona the first thing he did was to seek a meeting with Gowrishankar, now the MD of Crosstown. Koshy’s old nemesis had lost none of his hauteur and distaste for him, Crosstown’s pathetic performance notwithstanding. ‘I have lined up somebody big to take CENCO stock out of my hands, Koshy, and you are now getting a new boss’ he crowed.?When he heard, however, that Koshy had already got the backing of Bechtel and Neuberger Berman to make a move against Crosstown, all the fight went out of him. He realised that what Koshy was offering was a gracious out for him as well as other shareholders of Crosstown. Koshy was in a position to offer the best price for them if they wished to exit, or a promising future for Crosstown with Bechtel and CECON combining their engineering resources together.

With the management of Crosstown supporting Koshy’s joint offer with Bechtel and Neuberger Berman, it was only a matter of formality for the deal to go through. Upon completion of the transaction, Gowrishankar resigned his position as MD of Crosstown and walked out of the board room. In spite of many past antics Gowrishankar played agains him, Koshy felt a little sad for the receding figure slowly shambling down the corridor.