Wednesday, September 04, 2013

Narayana Murthy’s second innings at Infosys …. Message for corporates.


The return of Narayana Murthy (NM)   to Infosys has evoked mixed response from analysts, stakeholders and general public. While a section welcomed his return as Infosys , which was moving in southward direction during the period from August 2011 when NM  retired from Infosys, and therefore was badly in need of a savior,  another section has  made certain remarks based on his announcement at the time of retirement a couple of years back that neither he nor any of his family members would be at the helm of Infosys.
It should be noted that , it was the Board of Infosys which recalled NM to head the organization and  put Infosys on the growth path . Everyone knows that it is NM the founder of Infosys  who was  responsible for the outstanding growth it has recorded  in the 20 years between 1981 and 2002 when he was its CEO. While he continued thereafter as Infosys’ chairman and Chief Mentor  and only in  August 2011  he disengaged himself from Infosys , his only connection with it being a shareholder , along with his family members of substantial quantum , , none of his family members holding any  position either in employment or in management of Infosys
Ever since NM’s retired from Infosys, it has been witnessing troubled days ,what with  drop in volume of revenue and profits. More than these monetary indicators , the management was in a confused state; the team consisting of capable professionals – both the board and the operating team -lacked direction and the absence of the magic touch of NM became evidently visible with sliding  growth and thus disappointing its stakeholders
With the return of NM to the organization which NM fondly founded and nurtured for the 25 years . Infosys is expected  to be rebuilt in 3 years time . To quote NM ”  The challenge is daunting and the task of rebuilding a desirable Infosys will take at least 36 months. In the process, there will be some tough decisions resulting in pain as we move forward, ….during the last two years, the focus got blurred on winning highly-competitive, large revenue-yielding outsourcing projects. The strategy is to focus on opportunities from consulting-led end-to-end solutions, leveraging technology for higher margins, developing intellectual property-(IP) based solutions to delink revenues from effort,
It is not an exaggerated statement if we say “Narayanamurthy” is synonymous with   “Infosys”. In fact , Infosys may consider adopting the brand “Narayanamurthy Infosys,”to take further advantage of the value attached to the phrase !!! 

The lesson for  promoters of corporates in India from this  is –promoters  have  to be actively involved in the management of every company., regardless of the battery of professionals the promoters may utilise for the company’s business . These days the promoters possess the knowledge in the business of  the companies promoted by them ,  know-how and the skills required for running a business and managing a company. Thus Promoters do not depend on executives ; rather the  executives  assist the Promoters in achieving the goals set by the Promoters for the company . Gone are the days when the Promoters were merely passive  investors with focus on return on investments made by them  in a venture ,leaving the entire management to the executives ,hired by the company. However, today the scene has completely changed . with Promoters , well versed all spheres of management of a corporate set up and the knowledge in the line of business ,although they may not be professionally qualified in the line of business of the company they own.
True, in the current scenario where corporate entities have been widely held through listing of the shares in the company and the PE investors taking a considerable chunk , the role of Promoters  has undergone significant changes .over the years. Yet, companies (listed companies included) which are led by the Promoters occupying an Executive  position in the Board have seen remarkable  growth with clear direction and guidance for the operating team from the Promoter led board. There could be certain exceptional cases where the promoters caused  the downfall of the company they promoted but the % of such failures on account of the mismanagement by promoters  is very small.
If the promoters are serious about the continued growth of the company promoted by them they should ensure the managerial personnel at the helm of the affairs  is from the promoter family , as the laid back style of management of promoters , allowing professionals outside the promoter family to manage the company has only seen the downfall of such companies. The reason is simple . The seriousness and the involvement of the promoters which is the foundation for the health of a company cannot be matched by any person outside the promoter family . Also,  in professionally run companies, the tug of war among the professional managers , their desire to reach the pinnacle of the management by any means (in most cases it would be through elimination of fellow managers) , their attitude to become responsible for all areas in the management of a company even though they may not have the required knowledge or experience in   certain fields,  all result in affecting the company in the areas of finance,  marketing ,technology, quality  and most important – the standing and reputation of the company in the market. . The secret for success of any company lies in the ability of the promoters remaining as the head of the organisation and making best use of the professionals in achieving the company’s goal . As saying goes, professionals are good servants but bad masters – they need good masters to get the best out of them . it is also to  be noted that majority of the professionals will always have an eye on greener pastures and only towards that , would work for the improvement of a company one serves ( to publicise his contribution to the present employer- for the attention of the future employer) unlike   the promoter who is willing to pledge his personal assets , when required for the benefit of his company  

While the intention is not to make disparaging statements about professional managers , there are  many a case of corporates run by professional managers which have slid into red  is an  eye opener, for the promoters – a message for them on what they should not do. Even lending institutions, investors and technology partners, consider companies headed by promoters as preferred entities for alliance which should not be overlooked by the promoters. The umpteen cases of successful revival of  sick companies with active involvement of promoters is a simple example – for the promoters to be in control of their company.




Thursday, July 21, 2011

Recent Amendments to the Companies Act – WE EXPECT MORE AND BETTER FROM THE MINISTRY



Recent Amendments to the Companies Act – We expect more and better from the Ministry

With the change of Guard at  the Ministry of Corporate Affairs – Mr Murali Deora  taking over  as the  Minister of MCA in January 2011, the various stakeholders –particularly corporates are regularly in for surprises – at the incredible  flow  - influx- of a plethora -of notifications /circulars etc  relaxing the provisions of the Companies Act  - which the corporates have been longing for , for long. The recent announcements by the MCA include –
doing away with the need to move the GoI for approval for payment of managerial remuneration in respect of unlisted public companies ( 309 and Schedule XIII),
granting  general permission for not attaching the audited accounts of the subsidiaries  subject to compliance with the prescribed disclosures, (S 212)
increasing the limit for disclosure on employees drawing remuneration – to Rs 5 lacs p m  ( S217 -2A) ,
permitting the notice to shareholders under electronic mode  (171) ,
permitting the participation at board  meetings/ shareholders meetings through video conference calls
These amendments reflect the progressive outlook of the Government and the willingness  to listen to the stake holders and sincerity in considering the  pleas of the corporates to MCA to become pragmatic. That instead of waiting for the Companies Bill 2010 incorporating these changes to be placed at  the both the Houses and then become legislation , the MCA has swift action realizing the need for the changes to be made in time .( That the Companies Bill 2010 in view of the lot of changes to be made to it , may take a long time to become a legislation is a different story) . The amendments so far made since Feb2011,have brought to corporates a great deal of relief –as these are made available to the companies without the need  to approach the Ministry for the approvals .
However, these amendments are not free from lacuna –  result of inept drafting and lack of vision on the part of the authors who are known for hawken-eyed approach .

Take the case of the holding of board meeting through video conference . The rules prescribed require every director to attend physically at least one meeting in every financial year. The rationale for this requirement is not known. Let us take the case of a meeting through video conference in the first quarter of a financial year, where a director takes part thro’ video conferencing.   Subsequently, this particular director is unable to attend in person  any of the meetings in  that financial year . What happens to the meeting already held with his participation through video conferencing? This condition may be a deterrent in holding meetings through video conferencing since a company cannot be sure of the presence of every director attending one meeting in person in a financial year. That the inability of even  one director to attend at least one meeting in person in a financial year for unavoidable genuine reasons  may come in the way of adopting this mode of holding the board meetings in this mode. The rules are silent on the effect of non-compliance with this requirement , which adds to chaos. MCA may review the provisions and make suitable amendments to the Rules so as to make them effective and pragmatic
Another archaic provision is the  draft  Rules on the issue of securities on private placement basis by unlisted companies released by the MCA for comments from the various authorities in its ministry and other stakeholders.   The issue of shares on private placement basis is adequately regulated by the extant Rules introduced in 2003. In the draft Rules now proposed by MCA , it is required that 1) the issue price of the equity shares which are allotted out of the convertible instruments  has to be determined upfront – at the time of issue 2) Where the value of the securities are issued under private placement basis – which give a right to the holder to apply for shares – in excess of a value of Rs 5 crores has to be  prior approved by the MCA!!!!! Does this mean that MCA is taking the role of the erstwhile CCI ? Also, one does not know what are the parameters that the MCA would apply for determination of the issue price for the shares to be issued in terms of the convertible instrument already issued
It is ludicrous to come out with a new set of Rules  just because there a couple of cases of breach of the extant regulations  . The MCA has not understood the concept of issue of securities by unlisted public companies. In most cases, a) to raise the resources to meet the funds requirements of a company for the projects which involve  heavy capital outlay , b) to pool the resources (in the form of cash / technology/infrastructure) of two or more parties, such parties invest in a company with agreed proportion of shareholding and the rights and obligation of each in relation to the shareholding and the management of the company. This helps all the parties concerned viz. the company, the existing shareholders and the new investor taking up stake in the company .  it is also common  that  venture capital companies and Private Equity Investors take up equity stake . Companies which are engaged in certain industries which are highly  capital intensive, like- Telecom, Infrastructure, Construction etc –resort to issue of capital on private placement basis to raise the required resources from entities , which are on the look out for deployment of the funds with attractive terms of investment
In all these cases, shares are issued to new parties with the prior  consent of the existing shareholders  in the form of a special resolution and after complying with the requirements under the extant Rules for the issue of shares under preferential allotment. Given the current safeguards prescribed under the extant Rules , there is no need to introduce a new set of regulations that too having serious adverse effect on the industry as a whole . As such MCA may withdraw the draft rules on the issue of share on private placement basis forthwith.
Having experienced a spate of favours by the Minister in less than 5 months,  The corporates expect more announcements from the MCA for further liberalization and simplification of the provisions of the Act but without any deterrents!!!

With the recent change in the helm of the Ministry, it remains to be seen if the liberalisation thoughts would continue with the same level of invlovement  
Raghunath Ravi
 Company Secretary 
raghunath.ravi@tvs.in
+919843299128