These are the FIRST TWO PARAGRAPHS of NRN’s letter to the press. Please read them…My article starts after these paras

“I find that all kinds of rumors are being circulated about my letter to the Infosys board dated July 08, 2017. I just want to set the record straight, release a copy of the letter I sent to the board (regarding poor corporate governance) to the media, and ensure that people do not continue to misrepresent facts. As one of the persons who ensured that Infosys was hailed as the most respected company between 1981 and 2014 (when we, the founders and early adopters like Mohan and Bala left), I believe that it is our responsibility to ensure that the governance standard which has plummeted ever since September 2015 is brought back to a reasonable level, if not the pinnacle that it had reached during the time of the founders and early adopters.

What do some well-meaning shareholders and I want from the Infosys board? Not money, not position for our children and not power. We just do not want the board to drive this institution to death through serious governance deficits in our own life time. The best way to ensure longevity of any corporation is by pursing good governance. Businesses will go through ups and downs and that is par for the course; but bad governance is not. We just want the board to protect the institution rather than protecting some individuals like the board is doing today. This is how we enhanced the market capitalization of Infosys by a CAGR of 53.9% between 1993 when Infosys got listed in India, and 2014 when we voluntarily walked out of the company. I am told (I hope it is true) that there is no other company that has demonstrated this kind of growth in market capitalization in the history of corporate India. Why did it happen? It is because of values and good governance. Transparency was a competitive advantage of Infosys till 2014! We walked the talk. There are several examples. This is not the place to detail them.”

My comments:

There is enough evidence in the public domain about NRN and Corp governance so I will not talk about it. I will also not write about the secret stories that some of us heard from some of the Board Members – current or past. Even about members who were aghast and wanted to run away after the first meeting. No, I will not talk about that.

Let me write about the History of Infosys. For all of us who remember, the issue devolved in 1993. So an obliging Enam aka Vallabh Bhansali HAD to take the shares as a part of the underwriting agreement.

NRN was relieved that the issue’s devolvement was sorted and actually said so. Remember sir?

My reading of the success of Infosys is slightly different:

• Government making the export profits tax free – you have no clue how FCF (Free Cash Flows) can be a blessing
• Getting government land at attractive prices. I heard some of the promoters of Infy are big landlords now?
• Somebody (sorry NRN not you) suggested liberal ESOP at all levels. Kindle your memory please. No, it was not you.
• Amazingly good connectivity – your team could sit in India and deliver in USA
• No. You did not think internet connectivity will play such an imp role in improving your margins. Remember?
• An amazingly simple body shopping business – yes you got the process in place
• No Phaneesh Murthy is to embarrassing, but the exposure happened in USA. Wonder why not in India.
• At least one dir is on record that the Board sings your tune. Google for the answer.
• Bureaucrats in the octroi department of Chinchwad and Pune have some stories too. Remember?

I hate, hate, hate companies claiming to be spotlessly clean. Finding a spot is not difficult.

Tell me that you are among the best, I fully agree. I know extremely well run ‘family’ run businesses which are clean. One of those promoters tells me “We are reasonably clean. We do not bribe. We fight. We will oblige an ITO with a car and driver to go to Shirdi or let his family use our guest house, but we will not give cash. We are happy to give samples of our product free. We gave a job to a nephew of a baboo(n), but we will not cheat on tax. We are not clear on women’s role in our company. We do not have too many women making a career with us – we just do not send out a welcoming signal to women I think. We have not bribed in Sales tax, Excise of Income tax is something I can say proudly. Our CA firm loves our philosophy and that is why we are here”.

I asked them ‘Are you really clean’. He said NO.  Not spotlessly clean. But with 55 years of being in the public domain..we can stand up to any scrutiny. Our directors are independent. We pay them well, but no we do not give them any hidden benefits. We are there…and trying to get better.’

Do not try to guess who this guy is. No, he is not from IIT or IIM.