: Chairman of Infosys NR Narayana Murthy addressing his last speech in the 33rd Annual general meeting of Infosys, at Christ University in Bangalore on June 14, 2014. (Photo: IANS).
 : Chairman of Infosys NR Narayana Murthy addressing his last speech in the 33rd Annual general meeting of Infosys, at Christ University in Bangalore on June 14, 2014. (Photo: IANS).
Bengaluru, Aug 18

Anguished by the allegations, tone and tenor of the Infosys Board against him, its founder N.R. Narayana Murthy on Friday said it was below his dignity to respond to such "baseless insinuations".

"I have read the statement issued by the Infosys Board of Directors. I am anguished by the allegations, tone and tenor of its statements," said Murthy in an e-mail to the media hours after the software major's Chief Executive Vishal Sikka resigned earlier in the day.

Reiterating that he voluntarily left the Board in 2014 and was not seeking money, position for (his) children or power, the 70-year-old Murthy said he was concerned over the deteriorating standard of corporate governance, which he had brought to the notice of the Board.

"Several shareholders who have read the whistleblower report have told me that it is hard to believe a report produced by a set of lawyers hired by a set of accused, giving a clean chit to the accused and the accused refusing to disclose why they got a clean chit!," observed Murthy.

Murthy referred to the international auditors' report which in June said it found no wrongdoing by the company or its Board directors in the acquisition of the US-based software firm Panaya for $200 million in February 2015.

Asserting that he would reply to the Board's allegations in the right manner, in the right forum and at the appropriate time, Murthy quoted investors saying that the auditors' probe into the Panaya deal was not the way an impartial and objective investigation should be held.

"We found no evidence to support any of the new allegations in the complaints of wrongdoing by the company or its directors and employees," said the IT major in a statement here, quoting the law firm Gibson Dunn & Crutcher and consultancy Control Risks, which investigated the two complaints by a whistle-blower to the Indian market regulator SEBI in February.

The whistleblower complained to the market regulator Securities Exchange of India (SEBI) in two e-mails on February 12 and February 19 that the company's executives had personal interests in buying the automation technology firm (Panaya), which offers enterprise software management as a service to its global clients.

"There were no conflict of interest or kickbacks, required approvals for the acquisition were obtained, due diligence was conducted, valuations of the target companies done by an outside financial advisor were reasonable and the purchase prices were within the range of values determined by that advisor," asserted the investigators.

Blaming Murthy for Sikka's resignation, the Board in a statement said the founder's continuous assault, including the latest letter, was the primary reason for the former's resignation despite strong Board support.

Noting that a letter by Murthy attacking the integrity of the Board and the management for the alleged falling corporate governance standards was doing the rounds in the media, the company said the Board took umbrage to its contents.

"Murthy's letter contains factual inaccuracies, already-disproved rumours and statements extracted out of context from his conversations with Board members," asserted the company.

"Murthy's campaign against the Board and the company has had the unfortunate effect to undermine its efforts to transform. The Board has been engaged in a dialogue with him to resolve his concerns over the year, trying to find solutions within the law and without compromising its independence. These dialogues have unfortunately not been successful," noted the statement.

Declining to speculate on Murthy's motive for carrying out his campaign, the Board believed it must clarify the false and misleading charges, as they were damaging the company and misrepresented its commitment to good corporate governance.

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