Infosys founders NR Narayana Murthy , Nandan Nilekani, SD Shibulal, Kris Gopalakrishnan, KR Raghavan and K Di... Read More

BENGALURU: An era in Indian corporate history might be drawing to a close. The much-celebrated co-founders of Infosys are exploring a sale of their entire 12.75% stake in the company worth about Rs 28,000 crore, people familiar with the development said.

This stunning move is said to have been triggered by the promoters’ unhappiness over the manner in which the company has been run since their exit three years ago. Instead of a war of attrition with the company’s board and management, the promoters appear to have veered around to the view that it might be better to make a complete break from the company they founded in 1981 and took public in 1993.

The promoter group, led by N R Narayana Murthy and Nandan Nilekani , have long been seen as the original flagbearers of a new breed of engineer-entrepreneurs who grew up in middle class homes, but instead of getting steady salaried jobs – as almost everyone from such a background did before liberalization – decided to start a business, which helped spread the story of Indian software around the world.

Any stake sale is most likely to take place through stock market block deals, and in tranches. A single, block deal is thought to be unlikely. Large private equity or sovereign wealth funds (SWFs) won’t be enthused to write $4-5 billion cheques to be minority investors without any rights,” said a top banker who spoke on condition of anonymity.

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When contacted, Narayana Murthy denied there was any move to sell the promoter holding in the company. “It is not true at all,” he said. His family and he are the largest promoter shareholders with a stake of 3.44%. Nandan Nilekani, who took over the reins of the company from Murthy—before going on to launch Aadhaar—said, “I do not comment on Infosys,” and refused to take any more questions on the issue.

Infosys co-founders— Murthy, Nilekani, Kris Gopalakrishnan, SD Shibulal and K Dinesh— hold neither executive nor non-executive roles in the company anymore. Still, their exit moves, coming at a time when the sector is facing business uncertainties, could act as an overhang on the stock price.

The deal is unlikely to be a rushed affair given the implications it could have on the price the promoters would get and also for the stock in general. Large blocks of shares are usually offloaded at a discount. Sources said chances are that the founders and the management would work on a joint narrative to stave off deep discounts. “In fact, there will be investors who may see the exit of founders as a positive for the company, as this removes the conflict factor,” said a banker who is not involved with exit discussions, but is aware of analyst calls to confirm persistent rumours in recent weeks.

The spat between Infosys CEO Vishal Sikka and Narayana Murthy played out very publicly in February this year with Murthy raising serious concerns over corporate governance and the changing cultural ethos of the company. He was particularly upset at the high compensation packages drawn by Sikka and other senior Infosys executives, the outsized severance package offered to former CFO Rajiv Bansal, and by acquisition strategies of Infosys. He believed the board led by R Seshasayee had failed in its duty to guide the management in the right direction.

When asked whether it was his unhappiness at Sikka’s style of functioning that was making him want to exit the company he co-founded 36 years ago, Murthy said, “Whatever I had to say about Sikka and Infosys I have said some months back. I have nothing to add to that.” (He was on his way to London to be with his daughter Akshata and son-in-law Rishi Sunak, who is the Conservative parliamentary candidate from Richmond, on counting day.)

Private equity firms and sovereign wealth funds have been sniffing around for big buyout opportunities in the sector despite the fact that business outlook—driven by automation and digital disruption— has remained under pressure. But they aren’t sure if the Infy stake would give them enough clout to steer a widely-held company. “It doesn’t even guarantee a board seat,” a prominent fund manager said.

None of the founders are on the board of Infosys at the moment. This makes it imperative for any long-term investor to engage with the management and the board as well. In December 2014, Infosys founders pared a collective 2.8% of their stake for $1 billion, which was the single largest promoter selloff in the Indian technology sector. This came not long after Sikka took over as CEO. The founders had then said they were partially encashing ownership for charitable activities, as they were no longer strategically involved with Infosys.

Earlier, some members of the founders’ families had offloaded small stakes for personal reasons. Shortly before that sale, Sikka had told TOI in an interview that the Infosys founders were free to offload their shares. “I know Mr Murthy and the other founders very well. They are incredible individuals. Their sense of integrity, responsibility.... I’m totally confident that no matter what they do, it will be the right thing. I don't need to know that in advance,” he had said.

Infosys was started by seven mostly engineering professionals who were working together at Patni Computers. At Murthy’s farewell at the Infosys Campus —when he retired the first time in 2011 — his wife Sudha jokingly said that she must rank among the world’s most successful venture capitalists because it was the Rs 10,000 she had saved from her salary and household expenses that bank-rolled her husband’s dream to start a software services company.

Today, Infosys has a market capitalisation of Rs 2,20,000 crore ($32.2 billion). The one decision that planted Infosys in the imagination of the general public and went on to become part of business folklore was the offer of generous stock options (ESOPs) at the time of listing, which made millionaires of almost all the early employees, numbering in the thousands, and emboldened many to quit their jobs to start their own firms. It also played a role in catapulting sleepy Bengaluru into a humming hub for young tech professionals.

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In Video: Infosys founders looking to sell their stake in company