Why Mallya sold Berger Paints to a 'shopkeeper'

Mallya understood, astutely, that the Dhingras were very keen to acquire Berger Paints.
He upped his asking price.
The figure Vijay asked for was found to be much more than what Kuldip and Gurbachan had anticipated.
A fascinating excerpt from Sonu Bhasin's Unstoppable: Kuldip Singh Dhingra And The Rise Of Berger Paints.

'Surinder, have you seen today's Economic Times?' asked Kuldip, 'The news says that Vijay Mallya wants to sell off Berger Paints. I want to buy it.'

Surinder had been a business associate of Vittal Mallya's, Vijay Mallya's father, and was now dealing with Vijay.

'I saw the news about Vijay Mallya selling Berger and I knew immediately that I had to buy that company,' said Kuldip.

'We had oodles of money. How much of property could I buy? We had to buy a business.'

'I did not know anything about Berger except maybe the turnover and the fact that it was a professional multinational,' said Kuldip.

Going back to that early February morning in 1990, Surinder said he was sceptical about Kuldip's keenness to buy Berger.

Kuldip did not know the details of the business units, the production in various factories, the debt Berger had on its books.

'In short, he knew nothing except the brand and the turnover. It was like looking at a car and wanting to buy it without going on a test drive or even checking how much of mileage it had done already,' said Surinder.

Gurbachan remembered that when Kuldip and he first spoke to Surinder, the instinctive response was, 'Tussi tan dukaandaar ho, company kis terhan sambhaaloge? (You guys are shopkeepers. How will you manage a company?)'

'I knew they were doing well in exports but Berger was a multinational. I wondered if Kuldip had the wherewithal to buy such a company,' admitted Surinder.

Surinder Singh today is one of the largest distributors of liquor in India.

He is also one of the largest importers of wines and other liquor.

He had started his business when Vijay Mallya's father was running the show.

He had, thus, seen Vijay grow up, work with and then head the liquor company.

Surinder was fairly familiar with the liquor baron and Kuldip wanted to exploit this proximity.

'Vijay Mallya used to sponsor the Derby in Bombay every year. It was held on the first Sunday of February every year. So, I knew that I would meet Vijay in the next few days,' said Surinder.

He told his friend Kuldip that he would speak to Mallya and try to set up a meeting.

'That's all I wanted. A meeting with Vijay Mallya,' said Kuldip.

On February 4, the glitterati of Bombay went to the Mahalaxmi Race Course, the venue of the Derby.

Surinder found Mallya surrounded by friends and associates.

He managed to catch Mallya's eye and conveyed to him through a hand gesture that he wanted a moment.

'What is it, Surinder?' asked Vijay.

Surinder told Vijay about his childhood friend who was one of the biggest exporters to the Soviet Union and now wanted to buy Berger Paints.

'But you know that the deal is almost done,' said Vijay sounding a bit irritated that one of his business associates was talking about an unrelated business deal.

'But Sir, all he wants is a meeting with you. After that it is your call anyway. And if he is ready to pay you more than what you are already getting...?' Surinder let the sentence trail away.

The shrewd businessman in Vijay Mallya saw an opportunity to negotiate for a better deal.

'Tell your friend that I am in Delhi next week. We can meet at home,' Vijay said in Surinder's ear.

Surinder quickly called Kuldip with the news and promised to set up the meeting.

'But I was still quite sceptical,' said Surinder candidly.

He was not sure if Kuldip would be able to take forward the discussion about buying a company like Berger.

'I told him that I had a sensitive relationship with Vijay Mallya's company. My entire business depended on him. I did not want to be in a situation where we went in deep and then Kuldip backtracked because he could not carry forward the deal,' he continued.

Kuldip assured him that not only did he have the money to buy the company but also he had the intent to do so.

'I was still sceptical but then I trusted my friend,' admitted Surinder.

'Gurbachan and I went to meet Vijay Mallya at his Sardar Patel Marg home,' remembered Kuldip.

Surinder was also present at the meeting.

'We reached his house and Vijay was sitting in his large room having beer,' remembered Gurbachan.

'Come on, guys, have a cold one,' offered Vijay to his guests.

'But we had gone for work, how could we have beer?' asked Gurbachan as he related the story.

The beer offer notwithstanding, the conversation got going from the start.

Mallya knew Surinder was a common factor.

Kuldip found Mallya to be a very smart businessman, a far cry from the flamboyant and larger-than-life image that was later to become the trademark of the liquor baron.

'We talked about the paints business and then talked about many other things,' said Kuldip.

Surinder added, 'We completely sidestepped the fact that we were there to negotiate a buy-out. We talked of many things, laughing and chatting. I think of the total time we spent, only 5 per cent went in talking about Berger Paints.'

Mallya understood, astutely, that the Dhingras were very keen to acquire Berger Paints.

He upped his asking price.

The figure Vijay asked for was found to be much more than what Kuldip and Gurbachan had anticipated.

However, both parties were unwilling to put an end to the negotiations.

Finally, the deal was agreed in principle, but subject to conditions laid down by both sides.

It was agreed that Surinder would take the necessary steps to take this further.

Kuldip had made up his mind to join the big boys of the paints industry.

Kuldip asserted that while he was an emotional man he took business decisions non-emotionally and said the decision to buy Berger was an unemotional, cold business decision.

While many people intuitively understood Kuldip's desire to be part of the corporate world, they found his keenness to buy Berger perplexing.

The Indian paints industry had not been in the best health since 1988. The paints industry was in a crisis because excise duty had been increased from 20 per cent to 45 per cent. To add to its woes, the V P Singh government had increased the import duty to 110 per cent. Manmohan Singh and his liberalisation-driven budget was nowhere on the scene.

Kuldip certainly did not have any foreknowledge of excise and import duties falling after the mid-1990s.

These were the years when the business was actually de-growing and the problem was compounded by Berger being a Vijay Mallya company.

While Vijay Mallya may be known for a great many things, running a tight company and adhering to corporate governance rules was not among them.

But Kuldip did not care about any of this.

He simply wanted to work on a larger canvas.

Kuldip had no doubt in his mind that Rajdoot would eventually get in the list of top five paint companies in India.

However, he knew that it would require time and money.

Kuldip had the money and was a man in a hurry!

With his export profits, Kuldip wanted to shorten the time to get to the top five.

Buying Berger, with its ready-made business and management team, would enable him to do just that.

When he considered the net present value of the money it would take Rajdoot to get to the top five, the deal with Vijay seemed in the range, though the numbers were just about pushing the boundaries.

He shared his thoughts with Gurbachan before leaving for Moscow and told him to continue the discussion for further action with Surinder and their lawyer Rajive Sawhney.

'In less than 48 hours we had the broad details of the deal that would be workable with numbers in line with our respective mandates,' said Surinder.

'I called up Kuldip very excitedly to give him the news that the deal was through,' said Surinder.

He was surprised by the reaction from Moscow.

'What? The deal is finalised? Have you confirmed with Vijay Mallya? How can companies be bought and sold like this? At least take the details to Vijay and let him go through it. The owner should agree and only then can the deal go through,' Kuldip told Surinder.

The shopkeeper-turned-exporter was quite at a loss to understand the workings of multinationals where the entire company could be sold off without the owners even meeting to shake hands!

It was decided that Gurbachan would meet Mallya at his Safdarjung Office in the evening.

Rajive and Surinder had a sheet of paper with the details.

Vijay looked at the sheet and said, 'Hmmmm... looks OK. Wait, what? My CEO will go along with the company? And what's this, I am to remain the chairman for the next six months?

Surinder and Rajive advised Vijay that it would be better for continuity for the current chairman and the current CEO to stay on in their respective positions for at least half a year.

'OK then, let's shake hands and finalise the deal,' boomed Vijay delightedly. He needed funds for his other businesses and this deal would help with that.

Gurbachan was delighted as also was Kuldip.

They were going to be the owners of a multinational company!

Did Kuldip imagine, as he sat in his shop in Amritsar selling British Paints, that one day he would be the owner of the company that owned British Paints?

'What a stupid question! Of course not,' snapped Kuldip but with a broad smile!

Excerpted from Unstoppable: Kuldip Singh Dhingra And The Rise Of Berger Paints by Sonu Bhasin, with the kind permission of the publishers, Penguin Random House India.