The NSE Case: The Yogi and the Commissariat

The NSE Case, where Chitra Ramkrishna and a Paramahamsa took the world’s leading derivatives exchange to the cleaners

National Stock Exchange Head Office, Bandra Kurla Complex, Mumbai
The National Stock Exchange

“Man is neither angel nor brute, and his misery is that he who would act the angel acts the brute.” – Blaise Pascal

Contents

The Yogi and the Commissar
The NSE case
The National Stock Exchange
The NSE Case and the Commissariat
Chitra Ramkrishna
Anand Subramaniam
Ravi Narain
NSE Board
Some watchful directors
NSE Management
J Ravichandran
V R Narasimhan

Demystifying the Yogi
SEBI Order in the NSE Case
Capital Market Regulation
Lessons from the NSE Case
Postscript
AnnexSelect Emails

The Yogi and the Commissar

The Yogi and the Commissar (1945) is the best-known essay by Arthur Koestler (1905-1983), controversial British writer of Hungarian origin. He imagined “…an instrument which would enable us to break up patterns of social behaviour as the physicist breaks up a beam of rays”. This “sociological spectroscope” would show at one end the Commissar who believes in change from without through a revolution, “all the pests of humanity, including constipation and the Oedipus complex,” a radical reorganization of the system of production and distribution of goods, where the end justifies the use of all means. At the other end “crouches the Yogi, melting away in the ultra-violet”. He believes that the end is unpredictable and the means alone count.

The 1992 securities market scam led to capital market reforms which, among other things, resulted in the creation of NSE. It changed existing rules and practices of stock trading. Established in 1992, under the visionary leadership of Late R.H. Patil, it started operations in 1995 on an electronic platform from day one. The NSE case, involving a mysterious yogi, Chitra Ramkrishna, the former MD & CEO, and her protégé, Anand Subramaniam, does not fit into Koestler’s framework. Neither their ends nor means were clear. Did other considerations blind them? Did they believe in the infallibility of their elaborate but naive plot, and cover operations?

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The NSE case

Ramkrishna’s Mission

In a slightly fictionalised account let us imagine late 2012 or early 2013. Anand Subramaniam had retired as Vice President (Leasing and Repair Services) from Transafe Services Pvt Ltd. It was earlier a subsidiary of government-owned Balmer & Lawrie. His wife, Sunitha Anand, too had recently retired from the NSE. Both apparently knew Ramkrishna, then Joint Managing Director and Managing Director designate of NSE from NSE’s inception. She offers them jobs at the NSE. Ramkrishna offered him the post of Chief Strategic Adviser reporting to her. Both were to assume charge on the same day, 1 April 2013. Ramkrishna also offered a post to Anand’s wife, Sunitha, but at the Regional Office in Chennai.

Will Anand be happy with pay of around eleven times what he last drew in his earlier job? He must have thought for a while and agreed to adjust provided NSE doubled his salary every year. If there was an agreement to that effect it was not on paper. They agreed on a pay of Rs. 1.68 crore per year to work for only four days in a week. The long weekend was presumably to go to Chennai, maybe the home city of the Anands. Suneetha was to get Rs. 60 lakh per year which was also a likely several times multiple of her last pay. Among the few others selected during the period, the next highest was the Regional Officer (Business Development) for Chennai at Rs 38 lakh per annum. Another two were to get a paltry Rs. 12 lakh per annum.

Promotion

Two years later, Ramkrishna promoted Anand Subramaniam as Group Operating Officer (GOO), reporting to her. Several Heads of Department were to report to him. The promotion was based on her own assessment. By then the pay had reached almost Rs 5 crore. The MD kept insisting, despite a secretarial auditor’s observation, that he was not a Key Management Person (KMP). A KMP’s appointment required approval by the Board’s Nomination and Remuneration Committee (NRC), and reporting to the Board and SEBI. It also had to be declared in the Annual Report. His exclusion from KMP was, in my view, to circumvent the scrutiny of the NRC or the Board.

To take a lenient and lighter view, Ramkrishna’s mission to provide employment to the husband of an old friend, perhaps in dire straits, was laudable. What raised hackles were noncompliance with any norm, bypassing the human resources function, open challenge to accepted corporate governance principles, and cocking a snook at the regulator.

Furthermore, Anand Subramaniam’s frequent foreign travels by first class, domestic travel mostly to Chennai by executive class, exclusive earmarking of the same lift for the duo, and so on, gave rise to jealousies, murmurs and rumblings in the corridors of NSE. According to some reports, even the drivers were talking about it. But, it took some time for the news to percolate up to the Board even though Anand Subramaniam was sitting at the Board meetings from the beginning. Or did someone ask? Perhaps.

The Colocation scam

The year 2015 was when the colocation scam broke out. This involved sharing office space with certain high speed and high volume algorithmic traders. Faster access to data, including through backup servers gave an edge to these traders and their brokers. An advantage of even micro seconds in viewing market data and order book enabled these select brokers to front run the market and make a killing. NSE had introduced this in 2010 without SEBI’s prior permission. This would have involved wider consultation regarding the risks involved. It came to light when a whistleblower wrote to SEBI, the market regulator, in January 2015. Connivance of NSE officials was suspected. Investigations are still under way.

Data sharing scam

Related to the above colocation scam was sharing of data with ‘researchers’ who were actually using them to further their algorithmic trading interests. The Hindu BusinessLine journalist, Palak Shah, has detailed in his book, Market Mafia Chronicle of India’s High Tech Stock Market Scandal & the Cabal that went Scot-Free (Notion Press, 2020) how Ajay Shah of NIPFP (National Institute of Public Finance and Policy) and his wife, Susan Thomas, were involved in this scandal.

Forensic Audit

More details of the above scams are available elsewhere. What is relevant here is that the investigations involved a forensic audit by Ernst & Young (E&Y) which brought out emails exchanged between Ramkrishna and a mysterious mail id, rigyajursama@outlook.com. Through these emails Ramkrishna had shared many market sensitive NSE-related information with the unknown person.

Show Cause Notice

SEBI had issued show cause notices to six persons/bodies, namely, Ramkrishna, NSE, Ravi Narain, J. Ravichandran (Company Secretary), V.R. Narasimhan (Chief People Officer), and Anand Subramaniam, in that order. The enquiry was conducted by Ananta Barua, Whole Time Member, SEBI, referred to here as WTM. The WTM passed his order on 11 February 2022.

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The National Stock Exchange

The National Stock Exchange (NSE) was established under the visionary leadership of Late R.H. Patil. The 1942-born Patil started his career at the Reserve Bank of India before moving to IDBI. He brought from IDBI five young officers which included Ravi Narain and Chitra Ramkrishna.

Rankings

As pioneers in electronic trading in shares and in introducing equity derivatives, NSE today has the lion’s share of the equity derivatives market. It is the biggest exchange in the world for total contracts traded. NSE is as also the biggest exchange for stock index options and currency options, third for currency futures, fourth for single stock futures, seventh for single stock options, eighth for stock index futures and interest rate options, and tenth for interest rate futures. It is also the fourth biggest in the capital markets segment.

Reputational impact

Given its position in global rankings, developments at NSE are closely watched. Developments in institutions such as the NSE are seen as representative of the quality of corporate governance in the country. When the recent scandal broke out, the Financial Times, London, headlined it as “India’s NSE yogi scandal puts spotlight on mystic advisers” going on to state that “Astrologers, numerologists and yogis are seen as ‘coaches’ with influence on top executives.” Other headlines went like this: ‘Bizarre’ yogi scandal sheds light on India’s mystic advisers. Another one: Ex-NSE chief’s alleged sharing of official bourse data reveals ubiquity of spiritual coaching.

NSE Responsibility

As a stock exchange and a market infrastructure institution, NSE is a first level regulator of capital market operations. It is therefore expected to maintain the highest level of standards and be an example to the companies listed by it, and the brokers and other intermediaries regulated by it. This was particularly so as it had started an initiative of NSE Prime to raise corporate governance standards in India.

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The NSE Case and the Commissariat

Chitra Ramkrishna

Accolades

Chitra Ramkrishna former MD & CEO
Chitra Ramkrishna

Ramkrishna was awarded ‘Forbes Women Leader of the year’ in 2013. A few years earlier, Fortune India called her “the most powerful woman in India’s securities market”. Business Today featured her in its ‘Most Powerful Businesswomen’ list. Around 2008, when she was the deputy managing director of the NSE, she told the magazine that power to her meant “shunning media glare and letting her actions speak for her work.”

Ramkrishna and the NSE

As mentioned earlier, Ramkrishna was among the first five who came from IDBI along with Late R.H. Patil to establish NSE. She had a steady and meteoric rise in the organization as NSE blazed new trails making its mark in the national and global financial markets. I believe her experience as largely confined to administration, premises, and such non-core functions. But, there are suggestions that she was favoured by finance ministry officials in her appointment as Joint Managing Director and virtual successor to Ravi Narain, also one of the five. The other three to join, as mentioned earlier, were Ashish Chauhan, K. Kumar, and Ragavan Putran.

Ramkrishna and the Paramahamsa

SEBI also charged Ramkrishna with making incorrect and misleading submission before NSE that the unknown person with whom she was corresponding at the email id, rigyajursama@outlook.com, was a ‘Siddha Purusha/Yogi’ or ‘paramahansa’ who did not have physical persona and could  materialise at will. E&Y’s forensic investigation concluded that the person was Anand Subramaniam himself.

That Ramkrishna was communicating confidential information with an unknown person was brought to the notice of the Chairman of NSE and Chairman of its Nomination and Remuneration Committee (NRC) in November 2016. The Chairman brought it to the Board in its meeting held on 29 November 2016. However, the Board took a conscious decision not to report the matter to SEBI.

These emails were the basis of SEBI-initiated investigations which resulted in the resignation of both Anand Subramaniam and Ramkrishna in October and December 2016 respectively.

Physical meetings with the yogi

Despite Ramkrishna’s claims that the unknown person was a ‘siddha-purusha’ or ‘paramhansa’ who did not have physical persona and could materialise at will, based on e-mails exchanged between her and the unknown person, they met several times during the year 2015. See emails dated 17, 18 and 25 February, 2 March, and 16 September 2015 in the Annex.

The emails indicate that the unknown person is/was a physical being and had gone on vacations with Ramkrishna. The SEBI order deduced Ramkrishna’s submission as a refusal to reveal the identity of the unknown person and has sought to claim that the unknown person is a spiritual force. The WTM accordingly concluded in his Order that Ramkrishna failed to maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharging her duties and has engaged in acts discreditable to her responsibilities as MD&CEO of NSE and engaged in an act of dishonesty and misrepresentation by making incorrect and misleading submissions about the unknown person before SEBI.

Charges against Ramkrishna

1. Appointment of Anand Subramaniam

SEBI charged that Ramkrishna’s appointment of Anand Subramaniam as Chief Strategic Adviser from 1 April 2013 was arbitrary and not in compliance with NSE’s policies, which specifies criteria for selection of consultants as ‘professional and with relevant experience’.

The charge was based on the following points:

a) No other person was called or interviewed for the position.

b) Anand Subramaniam was interviewed only by Ramkrishna and the HR function was not involved.

c) The position was identified only at the time of hiring.

d) The contract period at five years and notice period of six months was highest among consultants engaged during the period.

e) Prior to his appointment, Anand Subramaniam was VP Leasing and Repair Services of Transafe Services Limited, a subsidiary of Balmer & Lawrie and his last drawn compensation was less than Rs.15 lacs per annum.

f) Anand Subramaniam was offered Rs. 1.68 Crores per annum for working 4 days a week, which was disproportionately higher than any of the consultants or employees hired during the same period.

Evidence

The SEBI Order observed that there was no noting in the personal file of AS regarding his interview and no pre-employment documents such as educational qualification certificate, experience certificate etc. Ramkrishna claimed that Anand Subramaniam was suggested by an external HR consultant and that interviews were done by NSE’s HR function and herself, and that subsequently, the candidate also met Narain (Vice chairman and former MD&CEO) and Mathur (Chairman). She added that “We look at not just the domain experience but also their ability, resourcefulness, ability to grasp new areas quickly, etc. In this particular case among other things a long standing operational experience with a public sector background was felt particularly as an additional asset.”

As to prior acquaintance, Ramkrishna admitted that she “knew him through his wife, Mrs. Sunitha Anand, who was an employee of NSE and my good friend.”

In the mail confirming having made changes to the terms of appointment, Chandrasekhar Mukherjee, then Chief People Officer, wrote to Ramkrishna suggesting eight possible designations: Chief Advisor, Strategic Advisor, Chief Strategic Advisor, Advisor to MD & CEO, Chief Corporate Advisor, Chief Advisor & Executive Coach, Chief Strategist, and Strategic Business Advisor. He also promised to think of more designations and forward them. Thus, it is clear that there was no vacancy for the person, which was created to accommodate someone she was close to.

The WTM found the recommendation of a well-known acquaintance of Ramkrishna by an outside consultant to Ramkrishna as suspicious.

The WTM noted from the website of Transafe Services Limited that it was a company that manufactured various tank containers, like, oil/water/milk tanks, car-carrier capsules and other specialty containers for companies/ institutions, such as ONGC, ISRO, private rail operators and defence sector.

He confirmed that no pre-employment documents such as educational qualification certificate, experience certificate etc. were handed over to HR of NSE of this candidate who was the only candidate that was called for interview for this position.

Ramkrishna as Joint MD wrote in the approval note dated 18 January 2013 that “Subramanian Anand has an experience of around 23 years in the industry with a well-rounded exposure in areas of Strategy/Business Development/New Product Development/BE/Legal/People Management & General Administration.”

Normally engagement of consultants used to be for the period of one year. Ramkrishna insisted for the contract to be of five years and notice period 6 months contract covering role and responsibility, compensation, tenure, notice period, etc., were dictated and vetted by Ramkrishna.

Prior to appointment in NSE in March 2013, AS was receiving a compensation of Rs. 15 lakhs per annum and after joining NSE, by April 2016, he was drawing a compensation of Rs. 4.21 crore.

AS was being rated A+ i.e. the highest level of rating in the organisation, every year. However, there was no record of the evaluation of his performance in all the years even though he was consistently rated as a top performer.

In the enquiry, Ramkrishna contended that Chandrasekhar Mukherjee (Chief People Officer, NSE) did not raise any concerns about the increments proposed. The Order found this untenable, as Anand Subramaniam was appointed at the whims and fancy of Ramkrishna without any HR role.

Anand Subramanian undertook several visits overseas. Applications were filed for his visa where he was mentioned as being a confirmed employee of NSE as opposed to being a Consultant. The Board also noted that he travelled first class which was inconsistent with NSE Rules.

AS made multiple travels to Chennai virtually over every weekend. This was explained as being on account of the fact that he was based out of Chennai and was required to come to Mumbai for work. The documentation showed that he was actually based out of Mumbai.

Conclusion

The SEBI Order concluded, in respect of the charge that Ramkrishna

a) failed to act with professional competence, fairness, impartiality, efficiency and effectiveness by arbitrarily and disproportionately increasing the compensation paid to AS; failed to maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharging her duties and has engaged in acts discreditable to her responsibilities as MD& CEO of NSE by acting arbitrarily and misusing her delegated powers.

b) did not comply with the Code of Ethics by failing to act in fairness and transparency in increasing the compensation to AS, failing to comply with the policies laid down and failing to exercise due diligence in the performance of her duties as the MD & CEO.

c) by acting arbitrarily, not complying with NSE’s policies and misusing the powers delegated to her by disproportionately increasing the compensation of AS at the instructions of an unknown person, Ramkrishna CR has not maintained an appropriate conduct and put the reputation of the stock exchange in jeopardy.

2. Financial misdeeds

SEBI alleged that Ramkrishna indulged in financial misdeed relating to fixation and frequent revision of compensation of Anand Subramaniam in arbitrary manner and at significant multiple of his compensation with earlier organization.

Based on evidence from HR and others, it was found that the process followed for selection of AS was different from the normal. No external consultant/head hunters was hired. Ramkrishna directly handed over the CV of Anand Subramaniam to Mukherjee, CPO.

According to Mukherjee, Anand Subramaniam was interviewed only by Ramkrishna, but she mentioned to him in January 2013 that Ravi Narain (then MD) had been kept in the loop. HR did not receive any documents relating to the interview.

Ramkrishna’s statement to SEBI that a requirement was identified for the advisory and support function to the MD’s office, known HR consultant has recommended the candidate to HR department, Interviews were done by HR and herself and compensation benchmarking was done by HR, is incorrect and misleading.

The SEBI Order concluded that Ramkrishna failed to maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharging her duties and has engaged in acts discreditable to her responsibilities as MD & CEO of NSE and engaged in an act of dishonesty and misrepresentation by making incorrect and misleading submissions before SEBI.

3. Incorrect and misleading submission to SEBI

SEBI alleged that Ramkrishna made incorrect and misleading submission on appointment and selection of Anand Subramaniam. Ramkrishna failed to designate him as Key Management Personnel (KMP). She thus avoided declaration of compensation paid to him as required under SEBI regulations.

The NSE Board, on 11 August 2015, delegated substantial power of management akin to the powers granted to MD & CEO to Anand Subramaniam to smoothen the day to day conduct of business operations of the exchange.

In the annual reports of NSE for 2014-15 and 2015-16, Anand Subramaniam was included in the ‘Management Team’ as Group Operating Officer just next to Ravichandran, Group President and Company Secretary.

NSE’s organizational chart showed that various functional heads such as Chief People Officer, Chief Marketing Officer & CSR, Strategic Business Head-C&D, CBO-Currency & Derivatives, CTO-Projects, CTO-Operations, CEOs-subsidiaries, Business Head-Int. & FII Interface, etc., were reporting to Anand Subramaniam.

Thus, Anand Subramaniam held a very senior executive position, higher than heads of department. Moreover, matters relating to Anand Subramanam were always dictated by Ramkrishna. She however claimed later that she was not responsible for the designation of a particular employee and/or declaring the same as a KMP in accordance with the applicable laws. The Statutory Compliance Team, then headed by V.R. Narasimhan, or the Legal and Regulatory team, then headed by J. Ravichandran, was responsible for compliance with all statutory and regulatory requirements, when Anand Subramaniam was designated as Group Operating Officer and Advisor to Managing Director. None of the departments, including HR, regulatory, compliance, raised any issue. It was however clear that Anand Subramaniam fell within the definition of KMP and that the compensation paid to him was to be disclosed in the Report of NSE.

The WTM observed in the SEBI Order that the attempt to prevent Anand Subramaniam from being classified as KMP was part of Ramkrishna’s ‘devious scheme’, as evident from various emails (see Annex). She was responsible for failure to declare compensation of Anand Subramaniam in the Annual Reports of NSE in violation of SEBI guidelines.

The WTM further concluded that Ramkrishna failed to maintain high standards of integrity and perform her duties in an independent and objective manner and acted in a manner prejudicial to the administration of the stock exchange. He also added that she failed to act in a fair and transparent manner while dealing with matters relating to stock exchange, failed to comply with SECC Regulations, 2012, and failed to exercise due diligence in the performance of her duties as MD&CEO of NSE while using position and powers delegated to her to give undue favour to her adviser.

4. Interference in reply to secretarial auditor

The secretarial audit of NSE had raised issues with regard to the re-designation of Anand Subramaniam as ‘Group Operating Officer and Advisor to MD’ without the approval of NRC and without informing the NSE Board. The auditors submitted that engagement of Anand Subramaniam was an employment in substance. He had been arbitrarily appointed by Ramkrishna without much role for HR even though he was not qualified for the same. Further, there was frequent, arbitrary and disproportionate increase in compensation to Anand Subramaniam by Ramkrishna when there was no evidence of any performance evaluation nor any evidence to justify the rating of A+ given to Anand Subramaniam that formed the basis for such increments.

Secretarial auditors’ observation

The secretarial auditors took the following aspects also into account:

a) Anand Subramaniam was delegated substantial powers akin to that of MD

b) the nature of consultancy was not assignment specific, was continuing, and long term, with no terminable event, and

c) he was shown as part of management team in the annual reports for 2014-15 and 2015-16.

Reply to secretarial auditors

On secretarial auditors’ observation, Mukherjee replied to the secretarial department that Anand Subramaniam was a consultant. He was, therefore, not on the NSE’s rolls and was not handling any KMP function. All KMPs directly report to the MD & CEO of NSE. Hence, the role does not require approval of NRC/ Board as it was within the powers of MD&CEO. This response was dictated by Ramkrishna.

Furthermore, Ramkrishna’s relationship with Anand Subramaniam, as seen from Ramkrishna’s email exchanges with unknown person showed that he was to be favoured. It is evident that Ramkrishna would have had a vivid interest and taken complete control of all questions or issues pertaining to the appointment of Anand Subramaniam, as sought by SEBI, in order to protect his interest. The reply to SEBI was vetted by Ramkrishna.

SEBI Order

According to SEBI Order, by getting involved and impairing the independent functioning of the regulatory department of NSE, Ramkrishna failed to

  • administer the stock exchange with professional competence, impartiality, efficiency and effectiveness;
  • maintain the highest standards of personal integrity, honesty and fortitude in discharging her duties;
  • perform her duties in an independent and objective manner and avoid activities that may impair their independence or official duties, failed to constructively support open communication and acted in a manner that is prejudicial to the administration of NSE.
5. Sharing confidential information with unknown person

The forensic report of E&Y concluded that the unknown person was Anand Subramaniam himself. NSE also was of the same view. According to this view, Anand Subramaniam created the identity to guide Ramkrishna to perform her duties according to his wish. (see email dated 17 February 2015 in the Annex).

The WTM concluded that Ramkrishna “failed to maintain in strict confidence the information relating to the business/operations of NSE and divulged information to third party.”

6. Incorrect submission regarding unknown person

SEBI also charged Ramkrishna with making incorrect and misleading submission before NSE that the unknown person with whom she was corresponding at the email id, rigyajursama@outlook.com, was a ‘Siddha Purusha/Yogi’ or ‘paramahansa’ who did not have physical persona and could  materialise at will.

As stated earlier, E&Y concluded that the unknown person was Anand Subramaniam himself. This came to the knowledge of NSE following the forensic investigation conducted after receipt of SEBI letter dated 3 May 2018.

That Ramkrishna was communicating confidential information with an unknown person was brough to the notice of the Chairman of NSE and Chairman of its NRC in November 2016. The Chairman brought it to the Board in its meeting held on 29 November 2016. However, NSE and its Board took a conscious decision not to report the matter to SEBI.

It was further alleged that Ramkrishna interfered with the IT security process by getting the emails from and to the ‘Yogi’ unblocked.

Ramkrishna’s Mission

Was it Ramkrishna’s mission to fill the post of Joint Managing Director, vacated by her, with Anand Subramaniam without making it explicit? The latter course would have required due process including approval of the NRC, informing to the Board and SEBI, and declaring in the Annual Report as a KMP.

Ramkrishna, MD & CEO, on 2 March 2015, issued an e-mail to NSE employees redesignating Anand Subramaniam as Group Operations Officer (GOO) with effect from 1 April 2015. He would henceforth handle People Management, New Business, Corporate Communication, Marketing, Business Excellence, Research and Development, Pricing, Strategic Planning and Subsidiaries and would continue assisting the MD’s office, from time to time, on various initiatives. If there were any murmurs of dissent, this move bought their silence but giving vent to anonymous letters and emails from whistleblowers.

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Anand Subramaniam

Anand Subramaniam

SEBI issued a show cause notice to Anand Subramaniam charging him with making incorrect and misleading statements to SEBI on his selection and appointment in NSE. According to E&Y forensic report and a psychologist’s report, he exploited Ramkrishna by creating a fake identity of rigyajursama to influence her in performance of her duties. This included redesignating himself as Group Operating Officer (GOO) and Adviser to MD.

The SEBI Order concluded that Anand Subramaniam himself drafted the order promoting him as GOO. He sent this to Ramkrishna through the yogi email. Chandrasekhar Mukherjee, Chief People Officer, later released it.

The WTM found Anand Subramaniam’s statement that he applied directly to HR of NSE after getting leads from a head hunter and after due process as false. According to his order, NSE had not identified the position before his appointment. Nor had it engaged a head hunter for the purpose.

My take

The charges against Anand Subramaniam are about what others did for him and did not do. The NSE has no shred of paper as job application or certificates belonging to Anand Subramaniam to prove that he overstated his qualifications or experience. Even if an illiterate mendicant were to be appointed as an adviser, he cannot be charged with receiving the largesse? Can the company even recover it or penalise after the candidate had served for a few years and received consecutive A+ ratings?

HR having no papers on their records does not go against Anand Subramaniam. If they  received the papers directly from Ramkrishna, how does any charge hold against him? Assuming that Ramkrishna had interviewed Anand Subramaniam, but not as per NSE practice, it cannot go against against the candidate. What is wrong in Anand Subramaniam assuming that it was part of normal interview process at NSE? How did the WTM conclude otherwise?

When the head of HR said that NSE held no interview, he probably meant that no formal interview took place. In any case, why should the HR head sit in for an interview to a position senior to him?

Anand Subramaniam claimed to have met Ramkrishna only at some NSE functions before he joined the company. Ramkrishna stated that she knew Anand Subramaniam through his wife, Sunitha Anand, who was an employee of NSE. This of course discredits the head hunter theory. But, how does the WTM find the two statements contradictory and untruthful? The functions Subbu claimed to have attended and where he met Ramkrishna could be the same where the latter states that she met him through his wife.

Sunitha’s appointment

The SEBI Order has no details on appointment of Sunitha Anand. She could also have been with NSE since its inception. If SEBI had an issue with Anand Subramaniam, it should have had an issue with Sunitha Anand also who joined on the same date as her husband. What was Sunitha doing at the NSE earlier? We do not know. If Ramkrishna wanted, she could have given Sunitha a job much more easily at the huge NSE establishment in Bandra Kurla Complex, Mumbai, instead of Chennai, where NSE has only a small marketing office with very few employees. Assuming that Sunitha retired from NSE after 13 years service there (did she also come from IDBI at a lower grade?) who would say no to Rs. 60 lakh per annum in presumably her home town.

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Ravi Narain

Former Vice-Chairman, MD & CEO, Ravi Narain

Ravi Narain, former Vice Chairman, was one of the original employees who established NSE. He was Managing Director and CEO for 13 years, till 2013. When Ramkrishna became MD and CEO in April 2013, Ravi Narain became Vice Chairman ostensibly to facilitate ‘transition’. This position did not exist before or after Ravi Narain just as there was no post of Joint Managing Director before or after Ramkrishna. During Ravi Narain’s long years as MD & CEO, which included Ramkrishna as Joint MD, he was not able to groom her to succeed her properly and with confidence. This is a sign of poor leadership abilities. Ravi Narain was also member of the NRC and Audit Committee during the period. Neither SEBI nor the Capital Markets Division of the government seem to have raised a question on this.

There was no indication of Ravi Narain having either prevented or taken corrective steps for the governance lapses at NSE. He did not also ensure that the Board discussion on the misconduct of Ramkrishna and the irregular appointment of Anand Subramaniam were recorded in the minutes. The report on the Board discussion on these irregularities was sent to SEBI only after repeated reminders.

Ravi Narain defended that he was only a non-executive director and Vice Chairman and cannot be held responsible for any of the wrongdoings. But, despite his long experience as MD & CEO, Ravi Narain did not raise any concern at the Board meeting of 11 August 2015 regarding delegation of substantial powers almost on par with the MD & CEO to Anand Subramaniam, a consultant, who had not even been identified as a Key Management Person (KMP).

As member of Board and NRC, Ravi Narain permitted Ramkrishna to resign without any enquiry and recorded appreciation of her ‘sterling contribution’ to NSE. Incidentally, the appointment letter of Anand Subramaniam was issued to him in January 2013 when Ravi Narain was still the MD & CEO. Finally, the SEBI Order found him responsible for allowing excess leave encashment of Rs. 1.54 crore to Ramkrishna at the time of her resignation.

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NSE Board

The Board did not enquire into the role of Anand Subramaniam and whether he was designated Key Management Person as per due process.

Even after being informed of the irregularities in the appointment of Anand Subramaniam, the Board reported the matter to SEBI only after repeated reminders.

The Board discussion on the grave irregularities and misconduct of Ramkrishna were not recorded in the minutes of the Board meeting held on 21 October 2016.

Even after being made aware of the misconduct of Ramkrishna, the Board permitted her to exit honourably even recording her ‘sterling contribution’ to the growth of the organization.

SEBI’s letter to NSE dated 15 September 2016 asking it to place the complaint before the Board, and enquire whether there has been any violation of code of conduct, was replied to more than one year later, on 29 November 2017, after repeated reminders.

The SEBI Order thus concluded that NSE tried to conceal the irregularities from SEBI and the public.

The Board subsequently defended relieving Ramkrishna as her emails were established as having been sent to Anand Subramaniam who was insider. This argument is untenable as the E&Y report stating that the person behind the email was Anand Subramaniam was submitted only much later, in 2018.

None of the public interest directors kept the SEBI informed of developments as they were required to do.

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Some watchful directors

I do not share the view that all directors were ineffective. By its very nature of functioning and the way minutes are recorded, there is usually no way that one can find out who said what. But, there could be telltale signs, if one looks for it. And NSE management, in my view, perhaps out of hubris, did leave one.

The 2017 Annual Report stated that “The Board placed on record its acknowledgment of the valuable contributions made by Justice B.N. Srikrishna (Retd.) as such Director.” This was the standard phrase used in all such cases. For instance, the 2018 Annual Report stated that “The Board having placed on record its appreciation for the valuable contribution made by him (Ravi Narain) during the long years that he had been associated with the NSE. In the 2014 Annual Report, the wording for Shyamala Gopinath, former Deputy Governor of Reserve Bank of India was “sincere appreciation and gratitude for her valuable contribution.”

On the other hand, for Chitra Ramkrishna, the 2017 Annual Report stated that “The Board placed on record her sterling contribution to the growth of the Organisation over the long years that she had been associated with it.”(emphasis added).

In contrast to all the above, the 2016 Annual Report merely stated that Y.H. Malegam and four others “ceased to be public interest directors.” The other four were Mrs. Pratima Umarji, S.B. Mathur, Dr. K.R.S. Murthy and Dr. S. Sadagopan. There is no record of any appreciation or gratitude for the contributions of the venerable Yezdi Malegam and the four others, whether “valuable”, “sterling”, or otherwise. I doubt whether the omission was inadvertent, just as the reference to Ramkrishna’s contribution as ‘sterling’ also was not. I wonder whether NSE and its Board were trolling themselves or Ramkrishna.

To me, this is indicative of something much deeper. It is symptomatic of not just people lacking in ethics and moral values. It is also of people with small minds, and an institution with an altogether different DNA.

Having worked with Malegam on a few committees starting in 2001, including as Secretary to one chaired by another Parsi luminary, Late S.S. Tarapore (more on him in due course), and based on my familiarity with Malegam’s style of functioning, I will not be surprised if there were discussions on the Board during the last two years of Ramkrishna’s stint that did not go on record.

As for Malegam, I am sure he couldn’t care less. He lives in downtown Cuffe Parade. A quiet and dignified life, which not all the derivatives of NSE put together can buy. From the compound of his building starts the main entrance to Sea Wind, onetime residence of the founder of Reliance, in one of whose companies Ramkrishna later found her last refuge as a director.

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NSE Management

A major lapse of NSE management was disposing of laptops issued to Ramkrishna and Anand Subramaniam as e-waste. These were therefore not available for scrutiny.

Internal controls failed in far too many ways to bear recounting. One sterling example of wilful noncompliance was the scant regard shown to the observations of secretarial audit. The SEBI Order does not mention whether NSE’s reply to the secretarial auditors was placed before the Audit Committee.

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J. Ravichandran

The main charge against J. Ravichandran, the Company Secretary, was that he ignored the red flags raised by the secretarial auditor regarding appointment of Anand Subramaniam. According to the charge he merely forwarded the replies of HR to the auditor without applying his mind. The stand of HR was that, as a consultant, Anand Subramaniam was not on the rolls of the company. They added that Anand Subramaniam was advising on non- core functions.
Administrative powers were given to him only to the extent required to effectively carry out these non-core functions. All KMPs reported directly to the MD & CEO. They added that his role did not require the approval of the NRC/ Board and that his engagement fell within the MD’s powers.

Reply of secretarial auditors

The secretarial auditors replied on 16 October 2016 that the engagement of Anand Subramaniam was an employment in substance for the following reasons:

  • Anand Subramanian had substantial delegated powers similar to that of the MD.
  • The consultancy is not specific to any assignment but open, continuing, and long term with no terminable event.
  • The annual reports for 2014-15 and 2-15-16 showed Anand Subramanian as part of the management just below the company secretary.

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V R Narasimhan

SEBI charged Narasimhan, Head of Compliance, with making misleading and incorrect statements to SEBI that there was no violation in the appointment of Anand Subramaniam and his promotion. SEBI’s SECC Regulations, 2012 required him to report such violations to SEBI independently.

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Demystifying the Yogi

In the public domain, there are many conjectures available on the true identity of the person behind rigyajursama@outlook.com. Apart from Anand Subramaniam, some have suggested a retired government official, Ravi Narain who was also in close enough contact to comment on looks and hair style, and even Sunitha Anand, wife of Anand Subramaniam, a close friend of Ramkrishna since long. Nothing better than asking Ramkrishna herself. So, SEBI did ask her.

Ramkrishna’s submissions

The questions raised by the SEBI investigation and Ramkrishna’s responses are worth quoting in full (as given in the SEBI Order):

Who was the email id holder

SEBI: Can you please share the identity of the email id holder ‘rigyajursama@outlook.com’.

Ramkrishna: The Siddha Purusha/Yogi is a Paramahansa who maybe largely dwelling in the Himalayan Ranges. I have met him on occasions in holy places. No locational co-ordinates are given.

SEBI: Given the fact that the Siddha Purusha largely dwells in the Himalayan Ranges, kindly explain how He would have accessed emails and corresponded with you regularly.

Ramkrishna: To the best of my knowledge, their spiritual powers do not require them to have any such physical co-ordinates.

When Ramkrishna met the Yogi

SEBI: Can you please share when you met him and who introduced you to Him.

Ramkrishna: I met Him for the first time on the banks of the Ganges nearly 20 years ago directly. Subsequently, over the years I have taken his guidance on many personal and professional matters. Along the way, since He would manifest at will and I did not have any locational co-ordinates I requested Him for a way in which I could seek His guidance whenever I felt the need. Accordingly, He gave me an id on which I could send my requests.

SEBI: Is the Siddha Purusha some person who was from NSE/NSE Governing Board at any point of time?

Ramkrishna: No, he is a spiritual force.

Details of discussion

SEBI: Can you please elaborate as how the Siddha Purusha was aware about a lot of intricate details on the functioning and hierarchy at NSE.

Ramkrishna: Largely, I would have provided that inputs.

SEBI: In the majority of correspondence it is observed that Shri Anand Subramanian was marked a copy. Please explain.

Ramkrishna: Primarily, I had clarity on issues that I sought. Who else and whom he would correspond with was outside my purview. He may have corresponded with any others too.

Why guidance was sought

SEBI: As per the organizational structure and the governance principle independently constituted board was available for consultation and guidance on aforesaid organizational matters. Please explain as to whether above consultation with the Siddha Purusha violates the principle of governance.

Ramkrishna: I would like to state that all discussions and guidance that are sought from board and or other available experts is always done. As an MD and CEO, before I am able to come to a perspective of my view only, the guidance is sought. It is only to enable me in my role to have a primary view. As we know, senior leaders often seek informal counsel from coaches, mentors or other seniors in this industry which are all purely informal in nature. …

In a similar strain I felt that this guidance would help me perform my role better. Being spiritual in nature there would never be a question of any confidentiality or integrity issues being compromised for the organization. There would be no question of any personal gain because of the information shared. Hence I felt that this would help me perform in the best interest of the organization.

My comment

There is perhaps an element of truth in these last observations because according to one version, Ramkrishna’s prior experience was mostly in Premises, Administration and such non-core functions. Her appointment as Joint Managing Director and later Management Director was apparently tdue to political interference from New Delhi. Therefore, she was perhaps not confident of the prospect of assuming such an important role in an organization with a global stature. Hence the need to get periodical advice on various matters.

E&Y and NSE

E&Y and the NSE think that Anand Subramaniam himself created the Yogi account to manipulate Ramkrishna. They have the report of a psychologist to back up this claim.

While Ramkrishna stated that the third person was not Anand Subramaniam,
the results of the forensic investigation conducted by E&Y concluded that the
person using the email id ‘rigyajursama@outlook.com’ was Anand Subramaniam himself. E&Y’s conclusion was, inter alia, based on the following:

(i) the Skype accounts in the name of “anand.subramanian9” and “sironmani.10” which were found on Anand Subramaniam’s NSE desktop were configured in the Skype application database and linked to the email ID ‘rigyajursama@outlook.com’, and Anand Subramanian’s mobile number and

(ii) the document properties in some emails sent from the email ID ‘rigyajursama@outlook.com’ indicated the ‘author’ (document author), ‘last modified by’ (document last modified by), ‘created’ (document created date/time) and ‘last modified’ (document last modified date/time) as Anand Subramaniam.

I wonder why E&Y, as forensic auditors, were not able to use other more sophisticated methods for tracing the origin of the emails.

WTM view

The WTM did not agree with the views of E&Y and NSE. His main argument was that the ‘Yogi’ also copied his emails to Anand Subramaniam. Moreover, Anand Subramaniam himself stated that he did not operate the email. Ramkrishna also concurred with it. This according to the WTM rules out Anand Subramaniam as a likely candidate.

In his view, the yogi is a real third person whose identity we do not know as yet unless if Ramkrishna herself reveals or further investigation brings it out.

My take

Ragavan Putran

An entirely out-of-the-box explanation is that the yogi could be Ragavan Putran, one among the original team of five who came with R.H. Patil. He was the more hands-on person in operational matters. After coming under a cloud and overlooked for higher positions, I believe he became a sanyasi at Belur Math on the banks of the Ganges. Whether he progressively became a yogi, a Paramahamsa, and went to the Himalayas, while sustaining an abiding interest in deep sea diving in Seychelles and the hair styles of female friends, is beyond our immediate concern. But, his story could have inspired others to create theirs. He was the right person to give Ramkrishna guidance whenever she wanted it without making her feel guilty of sharing confidential information with an outside person.

If this were true, it explains why Ravi Narain, also in the loop, was silent at critical junctures, why Ramkrishna kept consulting him, and why Anand Subramaniam was probably a conduit for compensating someone who was unlucky not to have made it big in the organization he joined along with others. So, was this all a grand scheme to help someone indirectly for what he lost out directly?

Other possibilities

If the Putran version is not true, I feel that the person in question is Anand Subramaniam himself. But, I do not think he created the fake id to manipulate Ramkrishna. In all probability, he created it with the full knowledge of Ramkrishna and they must have been using it for long even before he joined NSE. By the way, the SEBI Order does not mention whether Ramkrishna sent her emails from her official or personal mail id.

From Ramkrishna’s point of view, admitting to a yogi’s influence would be less damaging as compared to acknowledging a long drawn familiarity with Anand Subramaniam, if there ever was one. This would have made her culpable in employing him in her adjacent cabin, giving him unimaginable levels of pay and increments, and perks, and also a job for his wife in Chennai.

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SEBI Order in the NSE Case

Comments on SEBI Order

The SEBI Order, which came nearly seven years after issues were first reported, does not make for easy reading with far too many repetitions and legalese. While admitting that it is not investigative and is to confine itself to the charge sheets issued, more probing questions like the following could have been asked:

  • Did not Anand Subramaniam, after he received the first email from the Yogi, wonder who this was and ask you (Ramkrishna)?
  • As your Adviser, did he not counsel you against sharing such confidential information?
  • In your view what was the relationship between Anand Subramaniam and the Yogi?

Similar questions could have been put to Anand Subramaniam himself.

Penalties

SEBI has ordered penalties of Rs. 3 crore on Ramkrishna, Rs. 2 crore on NSE, Rs. 2 crore on Ravi Narain, Rs. 6 lakh on V.R. Narasimhan, and Rs. 2 crore on Anand Subramaniam, payable within 45 days from the date of order.

What SEBI Order does not state

The SEBI Order, though detailed, seem to have overlooked certain points which would have strengthened the case against Ramkrishna. A few examples are given below.

  1. Anand Subramaniam’s interview was stated to have been conducted by Ramkrishna when she was only Joint MD though her appointment as MD had already been announced. It is not clear whether as Joint MD she had the powers to conduct such an interview for a person to assist her in a future position she was yet to assume.
  2. The appointment of Anand Subramaniam was to commence on the same date as Ramkrishna was to assume charge as MD & CEO.
  3. The term of Anand Subramaniam was to run concurrently for the same period of five years as was the term of Ramkrishna.
  4. The SEBI Order does not state for how long Ramkrishna and Anand Subramaniam had known each other except to say that she knew him as the husband of her friend and colleague at NSE. As both claimed to know the mysterious Yogi for around 20 years, it is possible that they knew each other for more or less the same period.
  5. If Ramkrishna had informed the previous MD regarding appointment of Anand Subramaniam, as claimed by her, was it checked with him? What were his comments? If he was silent, was it because there were similar appointments earlier made by? Has SEBI checked this?
  6. SEBI did not consider it necessary to question Sunitha Anand, wife of Anand Subramaniam, to cross check the evidence received. She was earlier working with NSEIL, and was also appointed along with Anand Subramaniam for an unusually high pay of Rs. 60 lakh per annum but was posted to NSE’s Regional Office at Chennai, explaining Anand Subramaniam’s periodical visits to Chennai at company expense.
  7. Doesn’t SEBI have a system of inspection of NSE, or at least periodical exchange of information other than through inspections? What was its role? What were the lapses? Any action initiated on this?
  8. If Anand Subramaniam claimed to have spoken to the Yogi telephonically, has the investigation obtained the telephone numbers?
  9. The SEBI Order quotes extracts from the E&Y report as  submitted by NSE. Did it not access the entire report?
  10. NSE and SEBI should release the E&Y report in its entirety.
  11. Why did the WTM go into the email policy of NSE and its violation?
  12. Are there charges of causing disrepute? Board should have anticipated and imposed heavier penalties.
  13. The official laptops issued to Ramkrishna and Anand Subramaniam were sold as e-waste. Was it the official policy to sell such equipment as scrap? If not, who gave the orders?
  14. Why does it not comment on appointment of Sunitha Anand, wife of Anand Subramaniam, in the Chennai Regional Office of NSE? What were her responsibilities?

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Capital market regulation

SEBI Logo

Crises can be opportunities for change. It is therefore time to draw a few lesssons. Moreover, unsolicited advice in India is inflation neutral (or price inelastic) and scarcity free. So, here is a baker’s dozen from my side.

(a) Making one institution too big as compared to the others is not a good idea. This could have been avoided not only in stock exchanges but also in credit bureaus and even banks.

(b) When starting a new institution like the NSE, do not take in too young people, who would clog the opportunities at the top, and have extraordinarily long tenures with adverse consequences.

(c) The present case was not just an example of ‘regulatory capture’, but of ‘regulatory strangulation’, with the regulator almost pleading for a reply to its letter seeking comments. This is the result of what I would call an “Imperial Bank” syndrome with one institution lording over the rest, the regulator and government included.

(d) I am not aware what systems are in place for inspection of stock exchanges. Whatever it is, it calls for a thorough revamp. Otherwise, instances were appointments of people like Anand Subramaniam could last for nearly four years before he could be removed, would continue.

(e) Can we have a system as in the case of Bernhard Madoff in the US and Nick Leeson in Singapore, and many others, where punishment follows the crime within months, and could run into 150 years even if the offender is in his 70s.

(f) A good market regulator should have robust market intelligence, definitely better than what drivers of NSE had.

(g) The systems for ensuring compliance with various audit findings are weak.

(h) The capital market regulator should not just stop with appointing public interest directors but should also engage with them periodically and meaningfully.

(i) It is not a good idea to post retired officials of the regulator as directors on the board of regulated entities. It serves neither any good. This could weaken control. As a rule, learning to retire gracefully is to be prescribed. If required, only as exception, younger officials with a continuing stake in his/her career could be appointed.

(j) In systemically important infrastructure institutions, there has to be enhanced and tighter norms for good corporate governance.

(k) Do not have former MD&CEO as a director. Definitely not on NRC and Audit Committees.

(l) If at all one were to continue with a Capital Markets Division in Government of India, it should not act as a quasi regulator. Even if it assumes a proactive role, it should do so in alliance with SEBI, the capital markets regulator. Bypassing it and directly engaging with stock exchanges and other capital market intermediaries, however big, will undermine the authority and effectiveness of the regulator.

(m) For the same reason as above, all revolving doors should be shut, except under exceptional circumstances.

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Lessons from the NSE Case

If a rank outsider like Anand Subramaniam with zilch knowledge of the capital markets could have several heads of department report to him for close to four years, it shows how irrelevant knowledge and background are in a largely systems driven organization like the NSE where the vision had already been laid out decades earlier.

For the same reason as above, periodical changes to management are to be mandated as nobody is indispensable.

Secretarial auditors should be required to report directly to SEBI.

It is good to have high profile directors on board. But, one needs to ensure that they are not overloaded with too many directorial responsibilities.

Finally, NSE needs to perhaps engage an organizational psychologist to have a look at its organizational culture which allowed bizarre and brazen behaviour to go unrectified for years together.

In 2018, NSE introduced a new rounded flower-like logo in marigold, blue, orange, and red. Its sharp edges represent technology, precision and efficiency. It was part of a rebranding exercise to reflect NSE’s passionate, agile and inclusive values as a catalyst for capital growth, technology seekers and future creators. As an NSE official was quoted as saying, “The new identity depicts growth with a modern representation of a blooming flower. The multiple flowers capture the multi-faceted nature of the business. Red denotes NSE’s strong foundation. Yellow and orange are inspired by the flower for prosperity and auspicious ventures, the marigold. The blue triangle is a compass, always future oriented and helping us find our true north.” One hopes that the compass will also include a moral dimension.

NSE’s new logo

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Postscript

Shri Palaniappan Chidambaram, four times Minister of Finance, including when Chitra Ramkrishna was appointed MD & CEO of NSE in 2013, writes a weekly column in Indian Express/Financial Express. On the Sunday following the release of the SEBI Order, I thought he will write on it. But, his column was titled “There are jobs, discover them.” I wonder who he was addressing.

We have perhaps not heard the last of the story. Cleaning up NSE and its ways, just as for corporate governance generally in the country, is a long journey. Some of the worst perpetrators are those heading committees and wining accolades.

Koestler wrote his essay in the early 1940s. Around that time, after routing Rommel, the Desert Fox, and his German forces at the Second Battle of Alamein, Churchill famously declared at his Mansion House speech on 10 November 1942: “Now this is not the end. It is not even the beginning of the end. But it is, perhaps, the end of the beginning.”

In this long-drawn battle, let this also be true of what Churchill wrote in 1950: “Before Alamein, we never had a victory. After Alamein, we never had a defeat.”

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© G Sreekumar 2022. Last revised 9 July 2022.

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Annex

Select emails

Note: Corrections were made to minor and obvious spelling errors.

Email from Ramkrishna to Yogi dated 18 February 2015 at 15:59 hrs:

“1. The role and designation of group chief coordination officer is fine and we could take that forward. I have a small submission, Can we make this as Group president and chief coordination officer? And over a time frame as You direct we can move the entire operations of the exchange under G and redesignate him as chief operating officer? seek Your guidance on the path forward on this Swami

If this meets with your Highness’ approval, then parallely could we coin JR as group President Finance and stakeholder relations and Corporate General Counsel?”

Email from Yogi to Ramkrishna dated 18 February 2015 at 18:01 hrs

“I have the following questions, that will place all of you in an awkward situation. I buy your argument and analysis, interesting but have not got my answers from your own concerns. If on one hand I call JR a President who is a KMP the other person how can he/she be excused, is it subjective?

Competitors bring new faces much below par at intelligent levels and functional expertise, they bring all as coo and VP, we are bringing a legitimate case here, which needs introspection? I have never suggested any changes in reporting of trading and other verticals, I am only trying to initiate the importance of levels within organisation. So from a strategic perspective can I bring the title Group Chief Co-Ordination Officer (COO) since subsidiaries also report to him and acceptable to all. Larger the thoughts, clearer our stand, postures become easier.
ASHIRVADHAMS, a revert on this is good for one and all. GNANA VEL”

Email from Yogi to Ramkrishna dated 19 February 2015:

“I will draw the curtains down to this discussion with the following points for consideration, of course SOM can execute her authority to change if required suiting the company requirement or write to me seeking clarifications. Any journey the enjoyment is there after completion of the path that we tread, similar is the HR process. ln this journey if we view our personal goals then it is difficult to align with business goals. So in order to have a mix of all and not precepitate the contract entered into and also maintain status on hierarchy, and considering legally the terms of reference in TITLE NOT AS KMP and still get an executive authority I propose with love and abundant blessings that you will be called from April 01, 2015 as “GROUP OPERATING OFFICER & ADVISOR TO MD” at the same level as group president of the company.

With this I call upon SOM to discharge the following:
1. contract to revise to 5 day week only for paper and emoluments. 3 day will continue on routine with HO and rest at will.
2. one day brought additional on contract per week Kanchan to withdraw and surrender to me per month as gratitude on gross amt.
3. Travel intl first class exceeding 5hrs journey point to point, business class for domestic for group president and above.”

Email from Ramkrishna to Yogi dated 19 February 2015:

“So in order to have a mix of all and not precipitate the contract entered into and also maintain status on hierarchy, and considering legally the terms of reference in TITLE NOT AS KMP and still get an executive authority I propose with love and abundant blessings that you will be called from April 01, 2015 as “GROUP OPERATING OFFICER & ADVISOR TO MD” at the same level as group president of the company”.

Ramkrishna to Yogi dated 17 February 2015

“This is a version of the organogram that we have put together for Your consideration. For confidentiality reasons we did not incorporate the new designations of JR and CSA.
Swami await your guidance”

Yogi to Ramkrishna dated 17 February 2015

“The following are my observations that requires proper understanding and incorporation if that goes well within the framework.
1. Lala to be brought up with current portfolio and that of kasam as Deputy head Regulatory under same grade. Nisha to handle Kasam portfolio reporting to Lala.
2. Kasam to be removed from structure and kept on abeyance till leaving orgn.
3. Mayur to be titled Chief – Trading Operations under the same grade
4. Umesh to be titled Chief – Information Technology
5. Huzan to be titled Chief – Group Products (Debts&….)
6. Ravi Varanasi to be titled Chief BD- New Products & (SME/Education/RO Coordination)
7. Nagendra to be removed and separate under promotion as Head – Equities reporting to you and dotted to RV/Subbu.
8. Hari to be removed and separate under same grade as Head –IPO & OFS reporting to you and dotted to RV/Subbu

Official Spokesperson for Group apart from you are as follows:

1. RV/JR/HM/Mukesh/VRN/TVR/UJ/ Arindham representing Subbu”

Ramkrishna to Yogi dated 24 February 2015

“I have put down the suggestions on the promotions, Swami. Seek Your Guidance Promotions

1 VP to SVP
Chandrashekar Mukherjee reporting to GOO
2. AVP to VP
Nagendra to be called Head Equities with direct reporting to MD and dotted reporting to RV and GOO
3. CM to AVP
Tojo to move as Head BD to Kolkata
Achal to move as Head BD to WRO
Gaurav to move as Head BD to Delhi (Gaurav to be promoted provided he achieves his KRA for the year, which as of Jan is shortfall)”

Yogi to Ramkrishna dated 24 February 2015

“Some googly, Nagendra can continue as AVP as Head Equities under impendent charge. Once his competency is checked for one year and his decision making levels with market and region BD team we can evaluate his promotion.

Tojo to Kolkota and Achal to Delhi is required under promotion for strategy as Delhi government interface Achal will be a better person than others.

Gaurav, wait for his response and then you will revert.

Seema is a darling child, she requires polishing, everyone has a god father for his growth for her it is ME for a commitment given yesteryears, so she can be promoted and moved to SME as head and also be Management Representative for Business Excellence for the audit purpose reporting to RV and SS.

Rachana may be moved back as Regulatory Head for WRO pending same grade and will be promoted next year as guarantee. ‘

Anuradha may be moved to BE under Sanjay and also handle Board meetings of NSEIL and NSCCL alone as additional portfolio.”

Ramkrishna to Yogi dated 5 February 2016

” I have been trying to think over the composition of the committee and seek Thy guidance on the composition of the committee While the committee can be constituted before March end, many of the public directors will demit office by March end. So the 2 directors who are to be named in the committee may not have enough term to contribute. Only justice Srikrishna has a term of a few months left. The new directors who get approved and come in this month or next month may have little history and background to contribute; these are all the thoughts in my mind and so I am struggling to see how to solve this. Swami I also seek Thy guidance on the common nominee by the Board, as I understand this should be a non-board person, and a person acceptable to all.

Swami as G suggested we must make an effort and put some names to Thee, I have discussed the same with G and our thoughts are-Could we think of SBI, as domestic nominee, LIC and Abhay as the two shareholder directors, on the foreign shareholder category, we have Saif who is a troublemaker and Goldman who is a useful category, and temasek who has hitherto played a neutral role, if Goldman is brought in he may be very useful however G usually says making the troublemaker as monitor is best way to shut them up, so I am unclear whether it should be Saif. I seek Thy guidance on the committee names Swami.”

Note: According to E&Y Forensic Report G is Anand Subramaniam himself.

Yogi reply to Ramkrishna dated 5 February 2016

“My suggestions are follows.
The constitution of committee must be like a fresh term for the said people, govt forms various committee’s for different purposes. Like that when we constitute these are considered for a period of two years maximum and like the srikrishna committee, Lodha committee, sarlcaria committee, etc which resolves to a definite purpose.

Likewise it is not PID which must form the framework, it is people who are familiar to bring an early resolve to this problem and also will have a capacity to handle SEBI and govt with their stature and I propose the following under changed conditions stated by you.

1. Chairman for Committee – Chairman of Main Board
2. Abhay Havaldar
3. LIC Representative 4.Sadagopan
5. Goldman Sachs Representative
6. SBI Nominee
Common Nominee:
1. Justice Srikrishna and Saif Nominee
Permanent Invitee:
CEO, GOO, Shareholder dept
Give your feedback on MY comments.”
Think different and you will reach MY end goal.”

Yogi to Ramkrishna dated 4 December 2015 on SEBI norms on listing of stock exchanges:

“The spirit is seen but the fire is yet to be initiated. I have a twist to all my thoughts and deeds. If one has to drive home a point then we need to continuously ponder on seeing our agenda through. So restructuring is already now a buy in. We need to make noises on self-listing by knocking doors of the few. FM, PMO Somanathan, Cabinet Secretary, Economic Advisor and finally the PM. These are not difficult as you think we must do two people in a mix at a time Kanchan will evaluate as per MY will. Don’t worry the straw knows when to be a capillary and when NOT to. Kanchan is the straw and I will be the suction force for this and you will vomit all that is required as always.

After doing rounds intermittently we must sound SEBI that ministry is also pressing for listing even if we need to do these adjustments..(self Listing)….

See what happens, enjoy the run….”

Emails relating to physical meetings between Ramkrishna and Yogi
(a) E-mail dated February 17, 2015 to Ramkrishna

– “…p.s, keep bags ready I am planning a travel to Seychelles next month, will try if you can come with me, before Kanchan goes to london with Kaanchana and Barghava and you to New Zealand with two children. HK is a preferred transit or Singapore for onward journey. In case you need help pi let me know Seshu will do the needful. If you know swimming then we could enjoy a sea bath in Seychelles and rest in the beach. I am asking my tour operator to connect with Kanchan for all of our tickets.”

(b) E-mail dated February 18, 2015 to Ramkrishna

“Today you are looking Awesome. You must learn different ways to platt your hair which will make your looks interesting and appealing!! Just a free advice, I know you will grab this. Keep March mid a little free.”

(c) E-mail dated February 25, 2015 to Ramkrishna

“…PS : I overheard with Kanchan when you said lets pack and leave, Get ready count down starts now I accommodate for Seychelles where you can chill it out.”

(d) E-mail dated September 16, 2015 to Ramkrishna

“Did you hear that Makara Kundala song I sent? You must hear the resonance of that iterations. I am happy to see cheer, on your face and absolutely from your heart. I did rejoice the time yesterday with you. These small things you did for yourself make you feel younger and energetic.”

(e) E-mail dated March 02, 2015 to Ramkrishna and Nawaz Patel (secretary to the MD & CEO)

“Hi Chitra / Navaz,
I am a good friend of your foreign shareholders representation committee on your Board and would like to discuss the global trend on the dividend payout that is worldwide accepted with you in person. I am on a trip to India and in Delhi on 7th and 8th March and will be happy to meet on any of these two days at your convenience. Since 7th will be a tight schedule will March 8th Forenoon work, then we will meet at Vasant Vihar Delhi at my India Office.
Looking forwarding to hearing from you.”

From Nawaz Patel to Unknown Person:
“Greetings from NSE! Thank you for your email to Ms. Chitra Ramkrishna, MD & CEO, NSE. Ms. Ramkrishna will be pleased to meet you on Sunday, March 08, 2015. As regards the time and venue for the meeting we will touch base with you.”

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