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THEIR FAILINGS, OUR LEARNINGS

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FOUNDERS KEEPERS

Context:

In this storied IT company, musical chairs in the boardroom gave rise to several questions, both substantive and procedural. Was this a case of a misplaced belief that a perceived reputation for high standards would be a sufficient explanation for questionable processes and practices?

  • In a promoter run professional Company, each of the promoters became MD by turns.
  • One of the promoters was the MD of the Company from 1981 to 2002, and then was promoted to the position of Executive Chairman from 2002 to 2011.
  • While he was the Executive Chairman, two other promoters were MDs by turns (from 2002 to 2007 and 2007 to 2011).
  • He retired post reaching the age of 65 years, in compliance with the policy he had laid down for co-founders at executive posts. It was decided that going forward, the Company would only have Non-Executive Chairpersons (NECs).
  • When he retired, he was made Chairman Emeritus. One of the Independent Directors (ID) was made the NEC. The then-MD was made Executive Co-Chairman, and the then-Chief Operating Officer (COO), also a promoter, was made the MD.
  • The MD continued in this position from 2011 to 2014.
  • Subsequently, after the Company’s performance dipped, the former Chairman, who had retired, re-joined the Company as Executive Chairman in June, 2013, for a period of 5 years. His son was hired for the post of his Executive Assistant. Many concerns were raised about his son joining the Company since the promoters had decided that none of their family members would work in the Company. Also, the former Chairman had claimed that he had mentored a number of young professionals for higher offices.
  • The process of his appointment too raised a number of questions.
  • The agenda for the Annual General Meeting (AGM) did not mention this appointment, even though the decision had been made earlier. In the Board meeting, a fortnight before the AGM, the former Chairman was appointed as an Additional Director.
  • For this re-appointment, the retirement age for Board members was revised upward, and there was revival of the post of Executive Chairman.
  • At the AGM, the shareholders were informed that the Company had received a request from a shareholder one day before the Board meeting seeking election of the former Chairman in the ensuing AGM. However, this was not mentioned in the press release on the date of the Board meeting.
  • The Stock Exchanges were also not informed about the request from the shareholder.
  • A day before the former Chairman’s re-appointment, the stocks of the Company gained significantly, without the information of re-appointment being in the public domain.
  • As a part of this change, the NEC became the Lead ID, replacing the then-Lead ID, and the Executive Co-Chairman became the Executive Vice-Chairman, and was to focus on key client relationships and broader industry issues. The then promoter MD, was to continue in his position.
  • At the time when all these changes were taking place, the founders of the Company, and their family members together owned around one-sixth of the shares in the Company, with approximately five-sixth in the hands of outsiders, including institutions and individuals.
  • In June, 2014, the promoter stepped down as Executive Chairman, and continued to be NEC till October, 2014. Thereafter, he again became Chairman Emeritus. His son left with him. The earlier NEC, who had become the Lead ID, again became the NEC.
  • In August, 2014, the Company appointed an outside professional MD, for the first time. Prior to this, promoters were MDs by turn.