Infosys clarifies on Bansal's Severance Pay

Software major Infosys today said it has not committed any wrongdoing with regard to its former Chief Financial Officer Rajiv Bansal's severance payment of Rs 17.38 crore and it is being administered in accordance with the contractual rights and obligations.
Infosys also clarified that the suspension of certain payments is not on account of any extraneous considerations.
"The severance agreement is being administered in accordance with the contractual rights and obligations. Certain payments to Rajiv under the agreement have been suspended pending certain clarifications with regard to such rights and obligations. The Company wishes to clarify that the suspension is not on account of any extraneous considerations," it said in a statement.

The clarification comes in the wake of reports that suggested Infosys founders had interfered to stop Bansal's severance payments following his resignation last October and he was being paid off to stay silent.
The company said following certain insinuations and rumours and an anonymous letter received regarding Bansal's separation, the Board and Audit Committee had proactively ordered two separate independent investigations over the last one year into this matter in October 2015 and August 2016.
The investigations were conducted by Cyril Amarchand Mangaldas, a reputed law firm, it said. "Both investigations were shadowed by KPMG, the company's auditors, and revealed no wrongdoings or efforts to cover up any wrongdoings."

The 2015 investigation related to certain rumours that Bansal had made certain insinuations against the management and were promptly investigated by the independent law firm, which concluded that there was no substance to any of these rumoured insinuations, the company said.

"It is also noteworthy that Rajiv denied on record that he had made any such insinuations," it added.
The 2016 investigation was ordered by the Audit Committee following the receipt of an anonymous letter which alleged that the severance payment to Bansal was intended to silence him, the company said.
The investigation comprehensively looked into the circumstances leading to the severance agreement and in particular, whether the payment was intended to silence Rajiv from disclosing any impropriety, the company said.

The agreement with Bansal allowed him to report to the
regulatory authorities in future any matter of impropriety that he became aware of that happened during his tenure, the company said.
Further, necessary approvals had been obtained and appropriate disclosures were made in the matter, it said.
The investigation was based on extensive examination of records, emails and interviews with relevant people, the company said.
Latham & Watkins, legal advisors to the Board supervised and coordinated the investigation, the company said.
"Latham & Watkins have confirmed the independence of Cyril Amarchand Mangaldas, the comprehensiveness of the investigation and the conclusions thereof," it said.

KPMG, the statutory auditors of the Company, had conducted shadow proceedings on both investigations and has expressed satisfaction with the investigations and conclusions of the reports, the company said.
The company had signed a separation agreement with Bansal on October 11, 2015, and it provided for extended non-compete obligations, besides other rights and obligations usual for such agreements, the statement said.