Murthy & Co, this battle won't work; raise holding or sell out

By Andy Mukherjee

The similarities are hard to miss. Last October, the 79-year-old Ratan Tata staged a coup to oust his successor Cyrus Mistry, 49, as chairman of the $100 billion conglomerate that bears his family's name. Last week, the 50-year-old Vishal Sikka quit Bangalore-based Infosys Ltd. after constant attacks by founder N.R. Narayana Murthy, 71, who had snagged the younger man as CEO from SAP SE just three years ago.

Infosys shares, intraday -4.6%
It's both easy and wrong, however, to paint the machinations at Infosys as Tata redux. Unlike Ratan Tata, who was in control of the group holding company's board, Murthy -- and the other co-founders, if they side with him -- are just shareholders taking on a hostile board from the outside. That won't work. Either they bulk up their 13 per cent ownership share to fight, or they sell out.



If they do the former, they can try to retake control of the board, and reconstitute it. Murthy has already returned once from retirement; a second coming would be gratuitous. Gadfly, as well as at least one proxy advisory firm, have suggested that Nandan Nilekani should step in as non-executive chairman.

He's the co-founder who ran Infosys after Murthy before leaving in 2009 to create India's ambitious and controversial biometric-based unique identification system for citizens. At 62, he isn't too old to recognize the urgency of going digital. Labor-cost arbitrage between India and the U.S. has had a fabulous run, but pricing pressures in the legacy software applications and maintenance business are now intense. Investors seem in no mood to hang around for lollipops like the recently announced $2 billion buyback.

Regardless of whether the founders return or leave, a new CEO must be located. Here again, Ratan Tata was lucky. Natarajan Chandrasekaran was doing a splendid job of running Tata Consultancy Services Ltd. Elevating him as group CEO helped stabilize the floundering ship. Who will Infosys tap?

Too many leadership changes over the past decade have hollowed out the senior bench. Under Sikka, Infosys has been bleeding talent (like this guy, or this, or this). Any returning alumnus would need to know exactly when Murthy and the current board plan to stop fighting over a whistle-blower's allegations of kickbacks and hush money in a 2015 acquisition by Sikka. Murthy sees the board as fobbing him off; the directors view Murthy as a harasser.

The more they bicker, the bigger the dent to customer confidence. Tata Consultancy, Cognizant Technology Solutions Corp. and Wipro Ltd. may gain market share, hurting Infosys's chances of hitting its current fiscal year target of 6.5 percent to 8.5 percent sales growth in constant currency terms, according to Bloomberg Intelligence.

The scenario that makes the most sense is one in which Nilekani returns for a reboot. Ratan Tata fought a bitter perception battle to justify his putsch. This is when his team wrested control of the company's PR resources, and the ousted chairman had only a few advisers (sacked with him) trying to influence the media from the outside. In the end, Mistry lost.

Without owning the board, Murthy's fate might resemble Mistry's more than Ratan Tata's. And if the anonymous whistle-blower reappears, the denouement could be even more drawn out than the Tata saga.

(This column does not necessarily reflect the opinion of Bloomberg LP and its owners)