The Company Law Board (CLB) today completed the formality of approving the induction of Venturbay, a subsidiary of Tech Mahindra, as the strategic investor to acquire a 31 per cent stake in Satyam Computer Services and asked it to deposit Rs 1,756 crore for the deal by April 21 in a designated account.
Describing the whole process as “Orphan Satyam Adopted” in its order, the CLB also directed Venturbay to appoint a maximum of four directors on Satyam’s board, even as the current six government-nominated directors would continue till further orders.
The new directors will be given legal immunity for actions taken before January 9 this year.
In an affidavit filed to the CLB yesterday, Tech Mahindra proposed four names for the Satyam board. These are: Vineet Nayyar (vice-chairman, MD & CEO of Tech Mahindra), Ulhas N Yargop (director), Sanjay Kalra (president - strategic initiatives), and CP Gurnani (president - international operations).
Ulhas N Yargop is a non-executive director on the Tech Mahindra board. He joined the Mahindra & Mahindra group in 1992 as general manager (corporate planning). Since then, he has moved to several other key responsibilities within the group. Since 1999, Yargop has been president (telecom & software sector) and a member of the Group Management Board.
C P Gurnani spearheads Tech Mahindra’s global operations, sales and marketing functions, along with development of competency and solution units. Before Tech Mahindra, Gurnani was the chief operating officer and founder of Perot Systems (India), initially set up as HCL Perot Systems.
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Sanjay Kalra, also a member of the executive management team, spearheads the British Telecom relationship, R&D services for telecom equipment manufacturers and transformation/business process reengineering services. Before joining Tech Mahindra, he was CEO of DSL Software (a joint venture between HCL and Deutsche Bank). He was responsible for the creation and incubation of Cisco’s first outsourced R&D centre outside north America.
Apart from granting the four directors legal immunity from “civil, criminal, punitive or coercive action ... for the acts of commission occurred in the company prior to January 9, 2009,” the CLB simultaneously directed the four nominated directors to cooperate with all agencies that are investigating the company’s past affairs.
It added that Venturbay should abide by and follow all the terms and conditions mentioned in the offer document, which include lock-in period of three years for the shares, allotted on preferential basis and also acquired by way of public offer, and no sale of any material asset of the company for two years.
The CLB has also granted the company an extension to file returns or documents that are required to be filed with various statutory authorities to December 31, 2009, from March 31.
The extension will also apply to the publication of quarterly financial results under the listing agreement of the market regulator, the Securities and Exchange Board of India.
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