Arshad Shaikh looks at the various aspects of the latest NSE Scam that rocked the media last week. Not only are the murky and salacious details about the scam a damning indictment on the abysmal state of corporate governance in one of the most regulated financial institutions of our country, but it is also a sad reflection of how the rich and the powerful go about trying to shield the guilty through their acts of omission and commission. The scam throws up a myriad of issues, all of which pose some extremely uncomfortable questions that must be answered to avoid the repeat of such a national embarrassment.

The National Stock Exchange of India (NSE) is the leading stock exchange of India. In terms of the number of contracts, it is the biggest derivatives exchange in the world. The NSE has a total market capitalisation of US $3.4 trillion (more than the GDP of India) with its flagship index – the NIFTY 50 looked as the barometer of the Indian capital market for both domestic and global investors.

The NSE is one of the most regulated financial institutions of the country as its decisions and activities affect the fortunes of hundreds of companies worth billions of dollars. Yet, the details that are coming out in the media and the orders of the SEBI (Securities Exchange Board of India – (the regulatory body for securities and commodity market in India under the ownership of Ministry of Finance, Government of India) probing allegations of corporate misconduct at NSE are shocking beyond belief. They are full of salacious details that are so embarrassing that it makes a laughing stock of corporate India and expose the abysmal levels to which corporate governance and integrity have taken a hit in the very institution that showcased our financial and technical prowess to the world.

If we shy away from asking uncomfortable questions that the NSE scam poses to those at the helm of affairs then not only shall we be failing in our duty to hold ‘power’ to account but also become those who are ‘taken for granted’ and treated as doormats crushed under the feet of malfeasance and nepotism.

THE CO-LOCATION SCAM

The roots of the present NSE-Himalayan Yogi scam go back to 2015. Based on an alleged complaint made to SEBI by an official at a Singapore based hedge fund, Sucheta Dalal wrote an article on her portal ‘Moneylife’ alleging, “some NSE staffers were leaking sensitive data related to high-frequency trading or co-location to a select set of market participants so that they could trade faster than their competitors.

The NSE didn’t respond to Dalal’s questions before she wrote the story (“In Moneylife ruling, judge accuses NSE of arrogance” – Ami Shah, livemint.com dated 11 September 2015). NSE responded by slapping a Rs 100 crore defamation suit against ‘Moneylife’ but lost the case in the Bombay High Court. The words of Justice JS Patel as he ruled against the NSE were ominous and a perfect depiction about the state of affairs at the NSE as we know today after SEBI’s final order dated 11 February, 2022 against the former MD and CEO Ms Chitra Ramakrishna.

The court order of Justice JS Patel read – “When a person, having made some enquiries, and herself having something of an established track record, makes a politely worded and pointed enquiry, not to respond to it seems to me either to be an example of the most egregious hubris and arrogance or, alternatively, an admission that there is an element of truth in what was being said.”

The allegations against NSE were found to be true in what became known as the “Co-location Scam”. In May 2019, the SEBI indicted the country’s leading bourse by saying: “NSE has committed a fraudulent and unfair trade practice as contemplated under the SEBI (PFUTP) Regulations. It is established beyond doubt that NSE has not exercised the requisite due diligence while putting in place the TBT architecture”.

The SEBI fined NSE, including its former managing directors and CEOs Ravi Narain and Chitra Ramakrishna, debarring them from the markets and prohibiting them from holding any position in a listed company for five years.

THE NSE-HIMALAYAN YOGI SCAM

SEBI’s final order against NSE’s former MD and CEO Ms Chitra Ramakrishna whilst probing certain complaints made in 2015-16 alleging governance issues in the appointment of Anand Subramanian as Group Operating Officer (GOO) and Advisor to Chitra created a media storm. The SEBI order brought embarrassing and shocking details about how the most celebrated and charismatic chief of India’s biggest stock exchange was a mere pawn in the hands of a Himalayan Yogi who controlled all her important strategic and operational decisions.

The 190-page order of SEBI against Chitra states that she took orders by email from a “siddha purusha”. On the explicit instructions of this faceless entity, she appointed the husband of her good friend Mrs Sunitha Anand as her advisor with an exorbitant salary and plentiful perks. It has now come to light after the CBI took over the investigation into the NSE scam that this GOO – Mr Anand Subramanian was actually the ‘parahamsa/yogi’ who was running the affairs of NSE via email through CEO Chitra Ramakrishna.

How bizarre and preposterous? Ernst and Young, the international auditing firm was tasked by SEBI to carry out a forensic audit about the allegations of HR related malpractices at NSE. The latest SEBI order shows the ‘egregious hubris and arrogance’ of its MD and CEO when she is asked to reveal the identity of that unknown person having an email id of [email protected], who is her mentor and spiritual guru.

Chitra replies to the queries of the auditors, saying: “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. To the best of my knowledge, their spiritual powers do not require them to have any such physical co-ordinates.”

The CBI has arrested Anand and expanded the scope of its investigations by checking as stated by our Finance Minister if “SEBI took adequate action in the NSE matter”.   

ISSUES THE SCAM RAISES

The first issue that the scam raises is the appalling state of corporate governance in the NSE. If a CEO can implant an advisor and Group Operating Officer on the advice of an unseen siddha purusha communicating via email with an enormous salary and the other members of the NEC Board including the Chief Regulatory Officer can do nothing about it, then the whole system of checks and balances seems either redundant or dysfunctional.

Moreover, the NSE handed its CEO an honourable exit by allowing her to resign due to personal reasons, saying “linking her resignation to any other issues would be inappropriate.” Next issue pertains to SEBI. The SEBI is the regulatory body designed to check for any malfeasance in the commodities and securities market. Why it took them six years to come out with an order against Chitra is perplexing to say the least.

The order shied from calling ‘a spade a spade’ and handed over paltry monetary fines to the accused.

The third issue is that the entire sordid saga of NSE has punctured the tall claims of our political leaders that corruption in high places will be a thing of the past when they come to power. But most worrying of all is the complete lack of public outrage over the whole scandal. People are happy to digest the salacious details of the scam and enjoy watching it play out in the media. No calls for heads to roll and no resignations required. As Plato said: “The worst form of injustice is pretended justice.”

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