Srishti Maheshwari

Jindal Global Law School

Investor sentiments in relation to a company bear a close nexus to trust in the practices
prevalent in the company. Capital markets throughout the world have functioned by relying
on the principle of elaborate and honest disclosure. Interestingly, the core principles of good
corporate governance are those that positively influence trust, these are fairness,
accountability, responsibility and accountability.1 Companies that inculcate these principles
into their working are rewarded with an improved image, a reduction in risks and high
shareholder confidence.2 On the contrary, an opaque company whose management greedily
prioritizes short term gain over long term value can negatively affect investor sentiment and
ultimately destroy investor trust. An allegation of malpractice in the management of a
company can have disastrous consequences on its reputation, as witnessed in the case of
Infosys Limited.
Infosys is one of the largest and oldest IT companies in India. The company’s achievements
included, but were not limited to being awarded the “National Award for Excellence in
Corporate Governance” by the Government of India in 2000 and being rated as India’s most
respected company by Business World in 2001.3 This streak however came to an end in 2017
when a whistle blower claimed that an acquisition made by the company was overvalued also
raised questions on high severance packages to the former CFO who did not support the
acquisitions.4 This however was not the last time allegations of malpractice were made
against the internal management of the company. Few years later, an anonymous letter dated
20th September 2019 addressed to the Board of Directors, alleged various improprieties in the
company’s management under the leadership of CEO Salil Parekh. 5 A group of whistle
1
Trust, Pearse. “The Core Principles Of Good Corporate Governance.” The Core Principles Of Good Corporate
Governance. www.pearse-trust.ie, February 19, 2014. https://www.pearse-trust.ie/blog/bid/108866/the-core-
principles-of-good-corporate-governance#:~:text=A%20principle%20of%20good%20governance,to
%20shareholders%20and%20other%20stakeholders
2
Guluma, Tolossa Fufa. “The Impact of Corporate Governance Measures on Firm Performance: The Influences
of Managerial Overconfidence - Future Business Journal.” SpringerOpen. fbj.springeropen.com, November 1,
2021. https://fbj.springeropen.com/articles/10.1186/s43093-021-00093-6
3
Corporate Governance At Infosys | Free Management Articles | Free Management Case Studies. “Corporate
Governance At Infosys | Free Management Articles | Free Management Case Studies.” www.icmrindia.org.
Accessed April 9, 2022. https://www.icmrindia.org/free%20resources/casestudies/Corporate%20Governance
%20freecasep1.htm#2
4
The Economic Times. “Panaya: How One Infosys Acquisition Kicked off the Big Storm.”
economictimes.indiatimes.com, August 18, 2017. https://economictimes.indiatimes.com/tech/ites/panaya-how-
one-infosys-acquisition-kicked-off-the-big-storm/articleshow/60120594.cms?from=mdr
5
Giriprakash, K. “Infosys CEO Accused of Unethical Practices.” Infosys CEO accused of unethical practices -
The Hindu. www.thehindu.com, October 21, 2019. https://www.thehindu.com/business/Industry/infosys-ceo-
accused-of-unethical-practices/article61972310.ece
 Srishti Maheshwari
Jindal Global Law School
blowers calling themselves ‘Ethical Employees’ claimed that the management manipulated
the financials of the company to provide a mislead its investors, this included disregarding
travel costs of the CEO and making wrong assumptions to show profit margins. They claimed
that large transactions were hidden from the Board of Directors and auditors, keeping them in
the dark. The letter was made public, in a filing to the stock exchanges, more than a month
later causing the Bombay Stock Exchange to question the company for the delay in
disclosure. Further, suspicions on non-disclosure of price sensitive information and possible
inaccuracies in Form 20F filed by the company invited the involvement of the market
regulators both in India and the United States. The allegations in the letter set off an internal
investigation headed by the Audit Committee of the company.
While the Audit Committee, after investigating into the matter, repelled all the allegations
made by the whistle blowers6, SEBI still proceeded to conduct a forensic audit upon the
company.7 The entire controversy brings into question the adequacy of the current framework
on corporate governance, which brings us to the significance of this paper. While the concept
of corporate governance has elicited discussion for a long period of time, it can never lose
relevance when one discusses the issues with respect to the proper management of a
company. In spite of continuous efforts by the government and regulators to improve the law
in this regard, instances of fraud and mismanagement continue to arise on account of gaps in
the law. This paper attempts to address these gaps by placing an account of the evolution of
the legal framework in relation to whistle blowing and other related aspects of corporate
governance and reviewing the current framework on it by using the Infosys crisis as a lens.
This will be done using the doctrinal i.e., by placing reliance on primary material and existing
literature on the same.
The paper shall consist of the following parts- First, the history and evolution of the Indian
framework on corporate governance and second, analysis of the Infosys crisis and problems
current framework on whistleblowing and related aspects of corporate governance and lastly,
a comparative analysis with the law in UK and US along with a few important
recommendations.

6
The Economic Times. “Infosys: Whistle-blower Complaint Placed before Audit Committee: Infosys.”
economictimes.indiatimes.com, October 21, 2019.
https://economictimes.indiatimes.com/tech/ites/whistleblower-complaint-placed-before-audit-committee-
infosys/articleshow/71686001.cms?from=mdr
7
Kumar, Chitranjan. “SEBI to Order Forensic Probe of Infosys Whistleblowers’ Allegations - BusinessToday.”
Business Today. www.businesstoday.in, January 23, 2020.
https://www.businesstoday.in/latest/corporate/story/sebi-to-order-forensic-probe-of-infosys-whistleblowers-
allegations-243427-2020-01-23
 Srishti Maheshwari
Jindal Global Law School
I. The History and Evolution of the law on Corporate Governance in India

Since businesses are an important part of a country’s economic environment, the issue of
corporate governance is especially critical for developing countries like India which are
looking to increase foreign investment and boost their economy. Thus, having experienced
various scams that have shook the market, India set off on a complicated path to bolster
corporate governance.
While the Companies Act, 1956 contained a few provisions that act as checks upon the
powers of the board of directors, it lacked a proper framework to ensure good corporate
governance and investor protection.8 Following liberalization, there came significant changes
in both the laws and regulations that governed corporate governance. The institution of the
Securities and Exchange Board of India (SEBI) in 1992 and its increasing empowerment
since then is one of the most significant developments in the realm of corporate governance
and investor protection in India. It was created largely to oversee and regulate the stock
market, but it has also played an important role in laying the foundation of law with respect to
corporate governance in India. Questions surrounding corporate governance arose as a result
of rise in the instances of corporate fraud, and the opening of India to competition in the
global market.
The first set of answers came in 1998 from the Confederation of Indian Industry in its Task
Force report titled “Desirable Corporate Governance: A Code”. This report contained some
voluntary recommendations on the best practices of corporate governance for listed
companies9. Next, in 2000 came the SEBI approved Kumar Mangalam Birla Committee
report, that incorporated various recommendations of the CII Task Force Report and made a
number of mandatory and non-mandatory recommendations. Some of the mandatory
provisions included the addition of independent and non-executive directors to the company’s
board, setting up of an audit committee and sharing of quarterly results with shareholders. 10
On the other hand, some of the non-mandatory provisions included setting up a remuneration

8
“CONSULTATIVE PAPER ON REVIEW OF CORPORATE GOVERNANCE NORMS IN INDIA.”
Accessed April 9, 2022. https://www.sebi.gov.in/cms/sebi_data/attachdocs/1357290354602.pdf.

9
CII. “Confederation of Indian Industry.” www.cii.in. Accessed April 9, 2022.
https://www.cii.in/PolicyAdvocacyDetails.aspx?
enc=BdcSgYOxVgzbSuwqN3yE86nEtIhzcYBE+kMrq8nUCmQ=#:~:text=In%20April%201998%2C%20it
%20released,corporate%20governance%20for%20listed%20companies

10
“Report of the Committee Appointed by the SEBI on Corporate Governance under the Shri ...” Accessed
April 9, 2022. https://www.sebi.gov.in/sebi_data/commondocs/corpgov1_p.pdf.
 Srishti Maheshwari
Jindal Global Law School
committee and appointment of a non-executive director as managing director. The KM Birla
Committee marked a shift from the voluntary method of regulating corporate governance.
These recommendations would be enforced by including them in the company’s listing
agreement. After this came the recommendations of the Naresh Chandra Committee which
recommended changes to Clause 49 of the listing agreement so as to include independent
directors in the audit committee, which earlier was only composed of non-executive
directors.11 The committee report also suggested mandating the rotation of the company’s
auditing partners as well as the establishment of whistle blower mechanism. 12 The Narayan
Murthy Committee which came later mandated various recommendations on independent
directors and whistle blowing mechanism made by the Naresh Chandra Committee. 13 The
Committee also mandated financial literacy of the all the members of the audit committee and
also mandated it to review certain documents of the company. 14 These recommendations were
implemented by including them in Clause 49 of the listing agreement.15
In the upcoming decade came a plethora of developments to tighten the protection of all
parties involved in the corporate setting. The Equity Listing Agreement's Clause 49
contained both mandatory and non-mandatory clauses. A requirement to publish a quarterly
report on corporate governance, for instance, was one of the obligatory provisions. In 2013,
the new Companies Act came with various provisions which strengthened corporate
governance. Clause 49, used by SEBI to enforce recommendations of numerous committees,
would now be examined after enactment to make it compatible with the Companies Act.
Finally, in 2015 SEBI discontinued its reliance on Clause 49 by introducing the SEBI
(Listing Obligation and Disclosure Requirements) Regulations which play an important role
in presently regulating corporate governance.

11
“Corporate Governance -Recommendations for Voluntary Action,” November 2009.
https://www.mca.gov.in/Ministry/latestnews/Draft_Report_NareshChandra_CII.pdf.
12
“Corporate Governance -Recommendations for Voluntary Action,” November 2009.
https://www.mca.gov.in/Ministry/latestnews/Draft_Report_NareshChandra_CII.pdf.
13
The Report of Shri N R Narayana Murthy Committee on Corporate Governance [For Public Comments].
“SEBI | The Report of Shri N R Narayana Murthy Committee on Corporate Governance [For Public
Comments].” www.sebi.gov.in, March 21, 2003. https://www.sebi.gov.in/reports/reports/mar-2003/the-report-
of-shri-n-r-narayana-murthy-committee-on-corporate-governance-for-public-comments-_12986.html
14
The Report of Shri N R Narayana Murthy Committee on Corporate Governance [For Public Comments].
“SEBI | The Report of Shri N R Narayana Murthy Committee on Corporate Governance [For Public
Comments].” www.sebi.gov.in, March 21, 2003. https://www.sebi.gov.in/reports/reports/mar-2003/the-report-
of-shri-n-r-narayana-murthy-committee-on-corporate-governance-for-public-comments-_12986.html
15
The Report of Shri N R Narayana Murthy Committee on Corporate Governance [For Public Comments].
“SEBI | The Report of Shri N R Narayana Murthy Committee on Corporate Governance [For Public
Comments].” www.sebi.gov.in, March 21, 2003. https://www.sebi.gov.in/reports/reports/mar-2003/the-report-
of-shri-n-r-narayana-murthy-committee-on-corporate-governance-for-public-comments-_12986.html
 Srishti Maheshwari
Jindal Global Law School

II. Infosys and the Problems with Whistleblowing Mechanisms and Related
Aspects of Corporate Governance

There is some need to take a careful look at the events that transpired at Infosys, from the
letter of the whistleblowers to the investigation report of the audit committee of the company.
It must be noted that information with respect to the letter only became public a month later
in an update titled ‘Statement’.16 Keeping the company’s large body of shareholders in the
dark for this long was unacceptable. When the Bombay Stock Exchange sought clarifications
as to why the company did not disclose the whistle blower complaint under Regulation 30 of
the SEBI’s LODR Regulations, it replied that the allegations were of a generalized nature and
that the company was not required to disclose such complaints under Regulation 30 before
the conclusion of investigation.17 The company also clarified that its statements to the Stock
Exchange on 22nd October were only a clarification to several media enquiries made on the
whistleblowers’ letter.18
Another interesting aspect of the statements made to the stock exchanges on 20 th October is
the timeline of how the whistleblowers letter was dealt with. According to the statement, the
letters were received by a director on 30 th September and placed before the Audit Committee
on 10th October.19 The timeline seems questionable as no reasonable explanation has been
given for such delayed receipt of the letter by the director. The statement also offers no
explanation as to why the letter containing allegations of such a serious nature was placed
before the Audit Committee after 10 days. Another suspicious element to take note off is the
fact that the letter mentioned that evidences such as recordings have been included with it,
but the company’s statement outright denies the existence of such recordings. The
unexplained delay in handling and disclosing the complaint is not the only troubling aspect of
this controversy. The report of the Audit Committee which carried an internal investigation
into the allegations was questionable as well. Most of the allegation were evasively addressed
by the report and were repelled by merely calling them “unsubstantiated”. The only times

16
Accessed April 9, 2022. https://www.bseindia.com/xml-data/corpfiling/AttachHis/d1a8cd09-3c47-4461-8762-
a7eb5fef3df9.pdf.
17
Stock Share Price | Get Quote | BSE. “Stock Share Price | Get Quote | BSE.” www.bseindia.com. Accessed
April 9, 2022. https://www.bseindia.com/stock-share-price/infosys-ltd/infy/500209/corp-announcements/
18
Stock Share Price | Get Quote | BSE. “Stock Share Price | Get Quote | BSE.” www.bseindia.com. Accessed
April 9, 2022. https://www.bseindia.com/stock-share-price/infosys-ltd/infy/500209/corp-announcements/
19
Accessed April 9, 2022. https://www.bseindia.com/xml-data/corpfiling/AttachHis/d1a8cd09-3c47-4461-8762-
a7eb5fef3df9.pdf.
 Srishti Maheshwari
Jindal Global Law School
where the report has provided some explanation is while addressing the allegations of travel
expenditures against the CEO and allegations of manipulative accounting with respect to a
certain large deal.20
The suspicions that arise in this controversy can all be traced back to the inadequacy of the
current framework of regulations with respect to whistle blowing mechanisms and disclosure
requirements. The Companies Act, 2013 and SEBI LODR Regulations are relevant for laying
out the current framework governing whistleblower complaints. According to Shilpi
Thapar21, whistle blowing is one of the top five mechanisms essential for effectual corporate
governance in a corporation. Section 177(9) of the Companies Act, 2013 calls for the
establishment of a vigil mechanism for listed entities and other prescribed entities. The act
does not provide any guidance as to the structure of such mechanism, other than the
requirement of providing adequate safeguards against the victimization of persons using the
mechanism and providing direct access to the Chairman of the Audit Committee. The LODR
regulation too have merely reiterated the requirement mentioned in the Companies Act rather
than providing any additional guidelines or regulating how a whistleblower complaint is to be
handled.
The problem is only aggravated by the wide discretion given to the company on the issue of
disclosure of such a complaint. Regulation 30 of the LODR regulations which governs
disclosures of events or information by the stock exchanges, divides events into two types:
those which are mandatory to disclose and those whose disclosure is subject to the guidelines
for materiality in sub-regulation (4) of Regulation 30. Part A of Schedule III of the LODR
Regulations lists the former while Part B lists the latter. The lack of mention of complaints
received from the vigil mechanism i.e., whistleblower complaints in Part A means that the
company does not have a mandatory obligation to disclose these complaints. This gives the
Board of the Company wide discretion in determining whether or not a whistleblower
complaint should be disclosed or not. While, such discretion problematic especially when
such complaints affect the interests of the directors, mandating the company to disclose such

20
Accessed April 9, 2022. https://www.bseindia.com/xml-data/corpfiling/AttachHis/c0efd772-ad0a-435d-
987b-c5b4d89ee64b.pdf.

21
Thapar, CS Shilpi. “Whistle Blowing- An Important Aspect of Corporate Governance and Role of Company
Secretary as Effective Whistle Blower - Shilpi Thapar and Associates (STA) Company Secretary Firm in
Ahmedabad.” Whistle Blowing- An Important Aspect of Corporate Governance and Role of Company Secretary
as Effective Whistle Blower - Shilpi Thapar and Associates (STA) Company Secretary Firm in Ahmedabad.
www.shilpithapar.com, November 6, 2022. http://www.shilpithapar.com/whistle-blowing-an-important-aspect-
of-corporate-governance-and-role-of-company-secretary-as-effective-whistle-blower#
 Srishti Maheshwari
Jindal Global Law School
information is not the solution either. Mandating the company to disclose such information
without allowing it to review it can lead to a situation where false allegations against the
company can adversely affect the market and cause losses for the company’s shareholders.
However, what is required is providing the company with a timeline for eventually disclosing
such information.22 The time allowed must be such that it allows the company can evaluate
the veracity of such complaints and prevents it from completely burying the complaint and
hiding it from its shareholders.
Considering the Audit Committee report, the current framework with respect to corporate
governance lacks information as to the format or guidelines for carrying out investigation.
There is need for some changes to the legal framework that ensure that the Audit Committee
investigates thoroughly into the allegations and that its independence is not compromised.
While Regulation 18 allows the Audit Committee to obtain outside legal or professional
advice while exercising its powers, there is no obligation placed on the Committee to ensure
the independence of such outside party from the management of the company. It should be
ensured that the law firm and auditors engaged in the investigation have no prior history of
reporting to the management.23 Further, the obligation of the Audit Committee to thoroughly
investigate into the matters of the company should be duly enforced. The Securities and
Exchanges Commission has brought charges against the directors in the audit committee for
“fail[ing] to perform [their] gatekeeper function in the face of massive red flags” 24 and it is
advisable for the Indian regulator to follow swift.

III. Whistleblowing, Comparative Legislation and the Scope for Improvement

Having highlighted that the Indian framework on corporate governance suffers from serious
defects as far as whistleblower mechanisms and other aspects related to it are concerned. The
essential principles of corporate governance are built on the premise of disclosure to foster

22
Financial Regulations Forum. “Whistle-blower Complaints: Lessons Learnt from the Infosys Saga.”
finseclawforum.com, December 3, 2019. https://finseclawforum.com/2019/whistleblower-complaints-lessons-
learnt-infosys-saga/

23
Young, Michael R. “Eighteen Safeguards to an Audit Committees Investigation.” Accessed April 9,
2022.
https://www.willkie.com/~/media/Files/Publications/2015/10/Eighteen_Safeguards_to_an_Audit_Commi
ttees_Investigation.pdf.

24
Paley, Alan H., and Jonathan R. Tuttle. “SEC Focuses on ‘Gatekeepers’ in Recent Enforcement Actions.”
Debevoise. www.debevoise.com, April 23, 2014.
https://www.debevoise.com/insights/publications/2014/04/sec-focuses-on-gatekeepers-in-recent-enforcement__
 Srishti Maheshwari
Jindal Global Law School
the required confidence among shareholders.25 The corporate governance model in the United
Kingdom is founded on a set of principles. This system has a considerably lower list of
concrete legislations, but it does have more principles to aid corporations in their governance
efforts. Because the principles are more open to interpretation within reasonable boundaries
and hence, it is intrinsically more flexible.26 In contrast to this, companies in the United States
prefer an approach which entails adhering to a set of planned actions including several norms
in order to satisfy laws in every tier of the government. This structure is rigid and followed by
a high amount of litigation, and legal fines levied against directors who fail to comply. The
2002 Sarbanes-Oxley Act imposes law fines for faulty governance along with extravagant
and burdensome disclosures. What is interesting is that it is standard.27
In furtherance to the contrast in the corporate governance norms between the UK and the US
and in light of the Infosys crisis, it is interesting to see how their whistle blowing policies
differ from ours. Following the fall of the BCCI Bank and the Herald of Free Enterprise, the
British Parliament resolved to develop laws aimed protecting whistleblowers and offering
them immunity. The Public Interest Disclosure Act, 1988, was legally adopted in the United
Kingdom in 1999. While examining laws from around the world, one distinguishing element
of the PIDA would be that it emphasizes on whether the information given by the
whistleblower was authentic, instead of the whistleblower himself. Whilst US, being the rule-
oriented one, has three legislations in place namely, the Sarbanes Oxley [SOX] Act 2002,
Wall Street Reform and Consumer Protection Act 2010 and the Occupational Safety and
Health Act 1970. The SOX Act, which was enacted in 2002, makes it mandatory for every
public company to form audit committees, as required by Section 301 of the Act.
These committees are in charge of putting in place procedural protections to safeguard the
informant's identity. Employees are also encouraged to become "internal
whistleblowers" before the Securities and Exchange Commission, and to bring misconduct to
the attention of such committees. 28This Act establishes statutory provisions that make any
25
Dowdney, Adam. “Corporate Governance In The UK And U.S. Comparison.” Corporate Counsel Business
Journal. ccbjournal.com, December 1, 2005. https://ccbjournal.com/articles/corporate-governance-uk-and-us-
comparison.
26
Business-Essay.com. “Corporate Governance Models in the UK and the US | Business Paper Example.”
business-essay.com, January 7, 2021. https://business-essay.com/corporate-governance-models-in-the-uk-and-
the-us/.
27
Business-Essay.com. “Corporate Governance Models in the UK and the US | Business Paper Example.”
business-essay.com, January 7, 2021. https://business-essay.com/corporate-governance-models-in-the-uk-and-
the-us/.
28
Thanawala, Vidur. “Role of Whistle blowers in Corporate Governance : Concept of Whistleblowing in India -
iPleaders.” Edited by Khushi Sharma. iPleaders. blog.ipleaders.in, January 11, 2022.
https://blog.ipleaders.in/role-of-whistleblowers-in-corporate-governance-concept-of-whistleblowing-in-india/
#Legislative_Framework_Supplementing_Whistleblower_Mechanism_in_US_and_UK.
 Srishti Maheshwari
Jindal Global Law School
form of retaliatory conduct against a whistleblower punishable by a penalty or a decade of
imprisonment or both. The “Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010”, being an augmentation of the SOX Act, includes a clause that assures that
whistleblowers get rewarded for their information.29
A review of the law on whistleblowing in the US and the UK, highlights many shortcomings
of the law in relation to the same in India. Keeping in mind that a lot of India’s legislations
root from the UK, India certainly lacks certain safeguards that protect the whistleblowers.
Even after the establishment of this Act. Whistleblowers are not fully protected as a result,
making most prefer anonymity fearing negative consequences for themselves or their
families. India does not have any mechanisms in place to safeguard the whistleblowers
against retaliation and there is urgent need for the same. One way to do that is to enact a
legislation that is similar to the Whistleblower Protection Act, 2014 which safeguard
whistleblowers who report malpractices prevalent in a company and criminalize retaliation
against them.

CONCLUSION

“The World suffers a lot not because of the violence of bad people but because of the silence
of good people”
-Napoleon

The realities of this dystopian world are rightly highlighted by Napoleon through this quote.
It is indeed the silence of the good people that fails to stop the misdeeds of bad people.
Similarly, it is the whistle blower whose lack of silence brings a corporation to justice,
reinforcing good corporate governance. However, drawing a parallel from Napoleon’s quote,
it is important to emphasize on the word ‘silence’. A whistle blower would not want to break
his ‘silence’ if it threatens his and his family’s well-being. However, it is not enough to
merely set up a whistle blowing mechanism and empower whistle blower. There is much
need for regulatory intervention in the working of these mechanisms. The drastic regulatory
gaps that exist with respect to the working of vigil mechanisms and processes surrounding it
need to be addressed. While contrasting India’s corporate regime to those of UK and US,
29
Thanawala, Vidur. “Role of Whistle blowers in Corporate Governance : Concept of Whistleblowing in India -
iPleaders.” Edited by Khushi Sharma. iPleaders. blog.ipleaders.in, January 11, 2022.
https://blog.ipleaders.in/role-of-whistleblowers-in-corporate-governance-concept-of-whistleblowing-in-india/
#Legislative_Framework_Supplementing_Whistleblower_Mechanism_in_US_and_UK.
 Srishti Maheshwari
Jindal Global Law School
these gaps become more noticeable. Keeping in mind that these western countries are
developed, it would not be fair to impose a “one-fits-all” corporate governance norms in a
developing nation like India. However, a few alterations to Indian Statutes and mandating a
higher vigilance standard in Indian corporations can go a long way in bridging these gaps.