NO BANK

The media has been consistently reporting the (now) very public spat between the promoter families of YES bank. While it is not an issue that necessarily takes the center stage in the context of the Indian economic or corporate diaspora, it is one which surely provides insight on human nature and tendencies.

In a nutshell, the dispute revolves around the request of the family of late Shri Ashok Kapur for representation on the board of YES Bank. A request which has been denied (repeatedly) by the bank under the aegis of its MD, Shri Rana Kapoor, even though the Ashok Kapur family holds 12% shares of the bank. By way of background – Yes Bank was promoted in 2004 jointly by Ashok Kapur and Rana Kapoor. The families of Kapur and Kapoor are related to each other. The bank has performed exceptionally well, emerging as one of the credible private banks in the face of tumultuous times, including the 2008-09 economic crisis. The twist in the success story, and a tragic one at that, came when Ashok Kapur was brutally murdered in the 26/11 terrorist attacks in Mumbai. Since that time, the bereaved family has not had any representation on the board of the bank commensurate to their shareholding. Requests by Shri Kapur’s widow, Madhu Kapur for representation on the board, seeking an appointment for herself or her daughter have not been acceded to till date. Left with no other choice, Mrs. Kapur and family have moved the Bombay High Court for its intervention in the matter, even as the board of the bank has recently rejected the nomination of Shagun Kapur to the board on grounds that she does not meet the ‘fit and proper’ criteria for board appointees stipulated by the RBI.
One can lift any newspaper or media publication and be treated to expert opinions on RBI ‘fit and proper’ criteria for board directors, or on corporate governance dictating appointment of legal heirs of promoters as directors, or if one wants to be excessively entertained, one may even read the justifications and reasoning given by Yes Bank management for its rejection of the candidature. But this article is not about that. It’s about cutting through all the bull crap and seeing the core issue for what it is.
The core issue, blatantly put, is – the two gentlemen, related to each other even, founded the bank through their collective efforts and vision. One of them was tragically snatched away by fate. The other one continues on the helm of the bank while the first one’s name does not even find mention anywhere in the bank’s literature or website. The family of Ashok Kapur, still reeling from the loss, wishes to have representation rights which were enjoyed by Shri Kapur, which even otherwise a shareholder holding 12% could well be considered entitled to. However for reasons best known to the MD of Yes Bank, he is not willing to allow this to happen!
It’s a typical case of adding insult to injury…made worse by the fact that the person doing the needful is a family member.
One can hide behind interpretations of the articles of association conferring rights only on Ashok Kapur as an individual to nominate a director, or take shelter of ‘fit and proper’ criteria to reject nominees of the family on board, as if the rest of the directors in corporate India are impeccable examples of qualification and ability! But what one cannot escape is the sheer immorality of the act. All reasons and justifications are mere backward working to a decision already taken…a decision to deny the family of any rights or representation in something that Mr. Ashok Kapur helped build.
What kind of a conscience would allow someone to act unjustly towards a bereaved family, and more importantly towards one’s own family, especially where all that his family seeks is a solitary board seat and not any over-reaching right to appoint the MD or to take control of the bank’s management.
Why is it that human beings start acting in ways that belie all notions of just and moral conduct? Isn’t conscience the very thing that differentiates humans from animals? Or is the ability to trounce one’s conscience and act immorally, the true gift humans are endowed with?
I don’t know what will be the ultimate outcome of the YES bank saga…in fact it’s better no one wastes brain cells trying to decipher corporate India’s machinations and manipulations towards selfish capitalist accumulations under the guise of corporate governance and legalese.
But what I do know and believe in, is that when we wrong someone, or act unjustly towards someone, whether voluntarily or involuntarily, deep down our conscience knows that we have acted immorally, whether we admit it or we choose to hide behind reasons and justifications. That in reality is what distinguishes humans from animals, and if ‘karma’ has its way it will catch up with us sooner or later, and then it would not be such a bad deal being a human being after all.
—4th July 2013—

© 2013 – Anshuman Khanna