The Takeover

By Vivek Govilkar

Explicatio Software Limited (ESL) is the rising star of the Indian IT industry. With thousands of employees and operations spread over five continents, it is about to join the billion-dollar club. With a niche market and several patents, it is a prime target for a takeover.

KnowlejBase Inc. (KB) is a global management consulting, technology services, and outsourcing company with more than $30 billion in revenue. It decides to buy the entire stake from the original promoters of ESL.

This saga unfolds through the eyes of four employees. They are about to experience a roller-coaster ride of emotions, anxiety, and agony. The life of all the ESL employees is about to change forever. They go through the painful phase of transition. The entire value system of the company is about to be replaced by an alien system.

Careers end, jobs are lost, dreams are shattered, and panic spreads.

• Language: English
• Publisher: Partridge Publishing India
• Release date: Sep 19, 2013
• ISBN: 9781482811322

Book preview

Copyright © 2013 by Vivek Govilkar.

ISBN:      Hardcover      978-1-4828-1133-9

                Softcover         978-1-4828-1134-6

                Ebook            978-1-4828-1132-2

This is a work of fiction. All of the characters, names, incidents, organizations, and dialogue in this novel are either the products of the author’s imagination or are used fictitiously.

All rights reserved. No part of this book may be used or reproduced by any means, graphic, electronic, or mechanical, including photocopying, recording, taping or by any information storage retrieval system without the written permission of the publisher except in the case of brief quotations embodied in critical articles and reviews.

Because of the dynamic nature of the Internet, any web addresses or links contained in this book may have changed since publication and may no longer be valid. The views expressed in this work are solely those of the author and do not necessarily reflect the views of the publisher, and the publisher hereby disclaims any responsibility for them.

To order additional copies of this book, contact

Partridge India

000 800 10062 62

www.partridgepublishing.com/india

[e-mail]

Contents

Acknowledgements

Chapter 1

Chapter 2

Chapter 3

Chapter 4

Chapter 5

Chapter 6

Chapter 7

Chapter 8

Chapter 9

Chapter 10

Chapter 11

Chapter 12

Chapter 13

Chapter 14

Chapter 15

Chapter 16

Chapter 17

Chapter 18

Chapter 19

Chapter 20

Chapter 21

Chapter 22

Chapter 23

Chapter 24

Epilogue

Dedicated to my friends and colleagues with whom I worked for more than three decades.

Acknowledgements

My parents always encouraged me to write. Unfortunately, my father is not there to see this book, though he had read the first draft. My wife, Savita, my son, Vaibhav and my elder brother Rajshekhar also read the first draft and provided critical comments. I made certain revisions based on suggestions by Ashok and Ganesh. Salil Badodekar went through every word to ensure consistency of style and logic. Several friends kept reminding me that they were waiting for my book.

List of characters

Explicatio Software Limited (ESL)

Chapter 1

When Ajay Puntambekar reached the office, it was already 8.45 a.m.

Julie D’Souza had called him early in the morning on his cell and informed him that Saurabh wanted to see him at 8.30 a.m. Ajay was not surprised by the fact that Julie called him. What’s up? Are you already in the office? It is only 7.30 a.m.

Not just me. Saurabh is also in the office. Julie replied.

Don’t tell me. How come? Is he really in the office already? Or he didn’t go home yesterday? Ajay inquired.

I think he came in at about 7 a.m. I reached just five minutes ago.

What is wrong? I mean I am used to getting early morning calls and you asking me to reach office early. And then we all wait till noon for Saurabh to show up.

I know. It is a nightmare for me to organize these early morning meetings and then keep answering all others as to why Saurabh is not around. But today appears to be different. Julie hung up after reminding Ajay to be in the office at 8.30 a.m.

Ajay thought it was perhaps okay for Saurabh to treat his subordinates this way. He was the CEO after all. But often, this would affect even the customers. It was a different matter altogether that Saurabh was the absolute darling of the customers and a real charmer once he arrived for a meeting.

Ajay rushed through the morning chores to be in the office as Saurabh wanted. Obviously, there was something different today. He called Julie a few times while driving much against his wish, just to let her know that he was trying to reach the office on time. But the traffic was really bad. Perhaps the traffic was as bad as usual. But Ajay’s brand new car was giving him additional anxiety.

As his close friend Madhav Borkar said, this anxiety would continue till his car got the first scratch in the Mumbai traffic. It took Ajay another ten minutes to park the car on the third level parking, take the elevator, and reach Saurabh’s office on the 14th floor.

You are late… Saurabh Gandhi said with a condescending smile. Actually, Ajay was known to be one of the most punctual senior executives in the company. Saurabh just wanted to take the rare opportunity to return the many subtle looks Ajay would have given him whenever he entered a meeting much after the scheduled time.

Come this side. I have already ordered coffee without sugar for you. Ajay noticed the presence of Soli Karkaria. Soli had a very senior-looking face compared to the rest of the management team. That was how he looked even when Ajay had met him for the first time about two decades ago. With rimless glasses and expensive, branded cloths, Soli always created an aristocratic aura.

Oh, hi Soli Ajay said to Soli who was sitting on the huge sofa meant for visitors. Ajay registered the usual smug expression on Soli’s face. Saurabh’s cabin was very large. Ajay was not sure whether to sit in front of Saurabh or to sit next to Soli many steps away. Saurabh suddenly got up and occupied the other sofa. Ajay went and sat next to Soli.

Ajay was getting a little confused. What was this all about? He sensed that this was not a normal meeting. This was not supposed to be a status review discussion on the recruitment shortfall. It would not be about yet another harassment complaint. It definitely had nothing to do with the upcoming Leadership Program for Senior Executives. As the HR head, these were some of the usual interactions he used to have with Saurabh.

Soli was understood to be the number two man in Saurabh’s team and his influence on Saurabh went much beyond his official title – Senior VP, Finance. Ajay became a little stiff and attentive in anticipation.

Saurabh started with a sombre tone.

I called you here to inform you about something that is going to change our lives. We are being taken over. It took a little time for Ajay to understand what Saurabh was saying. His blank expressions prompted Saurabh to restate. Our company is being bought over by KnowlejBase. We shall no longer be known as ESL, certainly not in the long run.

All the three men in the room had spent considerable time with the company. Each one of them used to take pride in his association with the company for more than twenty years. Ajay started thinking rapidly. He had joined the company in the very early days of ESL when it was called Explicatio Software Private Limited (ESPL) and so had many of his senior colleagues.

All of them had presented the brief history of the company to many prospects, students, and industry forums. ESL operations started in 1987 with a major order from First Bank of New England (FBNE) which had its Head Quarters in Boston. The company shifted from Andheri, Mumbai to SEEPZ, Mumbai in 1988. ESPL became public in 1996 and was renamed Explicatio Software Limited (ESL). The generous stock options had given not only financial comfort but also a sense of ownership to all the existing senior executives of ESL.

Ajay’s heart started beating rapidly. What would it all mean? Are we all going to lose the jobs? Are they going to honour the stock options? Ajay instantly regretted not exercising all the options so far. He did not find Saurabh and Soli particularly worried. May be the deal was to continue with all the employees. May be these two assholes have worked out a deal for themselves. In any case, they have made much more money on their options. They did not have to work for basic survival or even for a very decent survival anyway. Or maybe it was not so bad. Perhaps all of us can continue under the KnowlejBase banner and the new management.

Almost understanding Ajay’s rapid thought process, Saurabh continued. In the immediate timeframe, it doesn’t mean much to the individuals. The KB, I mean KnowlejBase management has indicated that they don’t intend to make any management changes in the immediate time frame. And this is important.

After sensing the favourable impact on Ajay, Saurabh reiterated, They are not going to change the management and they are not going to touch the business for now. They have stated very clearly that we know our business and that we should continue doing our business. We have our clients and our projects. None of that will change for some time.

Ajay noticed that Soli was not paying any attention to what Saurabh was saying. Most probably, he knew it already.

It will only be a gradual process where we start aligning our business totally with that of KB. That is actually good news because we shall get access to some of their existing clients. And we shall have access to the whole database of market intelligence, analysis, and research. I see a win-win situation here. So, it is business-as-usual with some exciting prospects. Saurabh completed his monologue.

What about the future, say 6 months or a year down the line? Their reputation in this area is not exactly comforting. Ajay asked impatiently.

Saurabh was expecting this response. Look… I am talking about what could happen in the immediate time frame. Who can predict anything one year down the line? Did we anticipate the dotcom bubble and the subsequent crash? Did anyone think of 9/11 in advance? Who is sure about reaching home safely today?

Saurabh went on for some time in his copyright style. If he continued with this line of argument for some time with a larger audience, many people, particularly the newcomers would be convinced that the takeover news was the best thing that happened to India since 1947.

Fortunately, Ajay did not have to go through a very long monologue by Saurabh. The morning was obviously filled with many calls and appointments. In any case, Ajay could have made all these arguments on his own. Indeed, he would be making all these arguments once the news broke to the floor.

When do we announce this to the public? Who all know this already? Ajay inquired.

Soli interrupted, The press release would go in the next one hour and also the intimation to the Stock Exchange.

Ajay frowned. So very typical of these people! Almost everything is done and this was a closely guarded secret till now. Ajay was sure that at least Kedar would have known. Normally, Saurabh would not take the risk of not involving Kedar in any major decision. It would be crucial for Saurabh to have a few individuals completely sold on the idea, as they were clearly the opinion-makers. Often, Ajay thought that Saurabh was a bit scared of Kedar’s reactions.

Ajay continued with his query. "So presumably, Kedar already knows this. Who else? And what about the rest of the management team? What about the junta?"

It was Soli again to provide this information. "Apart from Kedar, Veeru also knows. Baki kisiko bataya nahi ab tak." Soli had an elegant English accent, which always sounded slightly funny when he spoke in Hindi with an extra emphasis on the hard T.

It is now for you to work out a communication plan for the company. We need to first talk to all the Division Heads. They along with your Group HR managers need to talk to their senior teams. Before the end of this week, we need to organize Open Forum meetings here in Mumbai and in Pune. Think about how you would reach out to our guys in Singapore, London, and New York. And all those other, smaller locations. You can talk to Anil and work out a communication plan.

Ajay realized that Anil Raja also would have known, as it was his job to work on the press release and the communication plan to the Stock Exchange. Ajay decided not to worry about who knew. He had a task to do. He would have to brief his own team immediately. All the other Divisional Heads who did not know would want to talk to him.

The communication plan would require Saurabh’s approval. There were many details to be filled in. People would want to know the terms of the deal. They would want to know about their jobs. Of course, there would be some significant movement in ESL’s stock price. There would be many requests for exercising the Stock Options. There would be even more requests for approval to sell ESL shares under the policy to prevent Insider Trading. He could imagine his mailbox getting flooded with all kinds of requests and queries.

Ajay got up to leave Saurabh’s cabin. Both Saurabh and Soli were busy talking to someone on their respective cell phones. Ajay looked at Saurabh. Was his initial assessment of Saurabh too harsh? After all, Saurabh would be the best man to lead the company at such a difficult juncture. This man would never betray us. He would certainly take care of all the employees. Ajay may have had many disagreements with Saurabh in the past. But he never doubted his boss’s genuine concern for people. Saurabh’s tall and almost boxer-like heavy physique along with his deep voice always invoked fear and respect at the same time in the minds of the employees. They looked at him as a protector.

Julie was waiting for Ajay to come out. She gave a very nervous smile and asked, What shocking news, no?

Of course, as Saurabh’s secretary, Julie had to know! For a second, Ajay started wondering whether the Open Forum meeting was necessary. At this rate, the whole company would have known already. But then he realized how Julie would have access to almost everything that Saurabh was working on.

Julie was quite professional about maintaining confidentiality. Ajay had worked directly with Julie on many occasions, particularly when Saurabh was travelling. Julie was quite happy to give him all the required information and some tips about the boss’s mood. Ajay had helped her when she was going through a bad patch in her personal life. But she never mentioned any official matters to Ajay that he was not supposed to know.

Ajay would definitely need Julie’s help in organizing the Open Forum meeting. She had to get Saurabh’s time, make his travel plan, and get his approval on the draft communication.

Okay ma’m, we have work to do.

Ajay said as he noticed the expressions on her face. Her usual pleasant smile was missing. She did not look like a mother of two school-going children as her looks never showed her age. Some people thought she was acting tough because she was the boss’s secretary. But Ajay had a different opinion. He thought she was always nice to people even when she blocked them from barging in Saurabh’s cabin. At least, she was nice to Ajay and perhaps to others when Ajay was around. At that moment, she had a peculiar expression that was a mix of confusion and a bit of worry.

Do you think… ? Julie began.

Knowing that she wanted to talk to him on this subject, Ajay said, Let us talk about it little later, may be in the afternoon. In the mean time, call Prabhat, Reddy, Archana, and Dipika. We need to arrange an Open Forum in Mumbai on Thursday afternoon and in Pune on Friday morning. Saurabh and I will be travelling on Thursday evening to Pune. Confirm with Saurabh. Check with Kedar anyway though I don’t think he would travel. Dig out all the mails from the last time. All the details of the arrangements are there. We know what to do.

Ajay started walking to the elevator.

Chapter 2

After Ajay left, Julie started wondering what to do next. She had enough work to do. But somehow, she was not feeling comfortable about the situation.

After working for about five years in a warehousing company office in Ballard Estate, she had joined ESL. Though she had quoted the five years experience in her CV, she wanted to forget the whole experience as soon as possible. All that she could manage to get from it was some good hands-on knowledge about bookkeeping and office management.

But the price that she had to pay was rather high. Her office was in some remote corner. It was a brisk walk of 15-20 minutes before she could reach CST railway station. The only comfort was that CST was a train terminus and she could normally get a seat in the ladies compartment even during the peak hours. Many a times, she was asked to work late in the office. She suspected that her manager did it deliberately to harass her.

Julie once mentioned while talking to Ajay that initially she did not mind working late as reaching home early was sometimes worse than the harassment in the office.

You know, I was always happy to leave the office in the evening. Even the train journey from CST to Mulund was fun. The window seat is such a great fun no? Buy all my enthu would start withering as I approached my home. It used to be sooo noisy and unpleasant. I had to put up with continuous and jarring monologues by my mom.

Normally, Ajay would not ask her any personal questions. But sensing that Julie wanted to talk to someone, he probed further, as to why that was happening.

I never understood what exactly was bothering her. She was not happy when my father was around and she was never happy after he left us. So what can you say? She mentioned once that my father used to work for Johnson and Johnson. I never saw him going to any office. In fact, I never saw him going to any office. Julie took a pause and continued, You know what he used to say every now and then? Richard does not care! Julie always wondered what her father cared for.

Some people expected Julie to be pampered, being the only child in the house. Once, Dipika Chatterjee openly said so. Julie had to give a painful explanation that embarrassed Dipika. I don’t have any fond memories of my childhood. When I was little, mom used to lock me up in a room. And she wouldn’t tell me why. It was so bad. I used to just cry and cry. Now I know. She was trying to shield me from the violent interactions between her and my father.

Julie never knew the reasons for this state of affairs. Her mother would not reveal and would not let her talk to her father or be alone with him whenever he was at home.

One day, Julie woke up to see that her father had left the home. Julie was too young to comprehend the implications. Her mother did not bother to make any efforts to find him.

When will dad come home? Julie asked her mother.

I don’t know and I don’t want to know.

Julie was about to cry. I want daddy. Her mother did not respond, so she repeated. Her mother stared at her angrily.

Should we go to the police? Julie wanted to do something to find her father.

What for? If we are lucky, he will not return to this house ever. Julie’s mother replied in a harsh tone.

But shouldn’t we… Julie tried a feeble attempt but her mother stopped her rudely.

"Aao tukaam sangta. I don’t want to hear that again. I don’t care whether that man is dead or alive so long as he doesn’t come here to bother us. Aao eklem borrem ahaa." Both Julie and her mother knew that Richard was very much alive but most probably not in the town.

When Julie passed her HSC examination, her mother told her that she did not have any money for her further education.

I want you to take up a job and start helping with the household expenses.

Julie gathered all the courage and suggested, I can take up a part time job. That way, I can pay for my college expenses.

"You selfish brat! You are worried only about your college expenses. Tu Gharaan kiteen hi kaam kor na." Her mother retorted.

But without a degree, I shall not even get a good job. Julie mumbled.

You are free to do whatever you want so long as you don’t demand any money for the college or any other thing.

Thereafter, Julie had to pay her fair share of the house rent and food expenses.

It was then that she took up this job with a reference from a kind neighbour-uncle. Initially, it was a part-time job. She had to make her own tiffin before going to the college, attend the morning classes, and reach the office by lunch time.

Sometimes, she had to skip her lunch if the tight schedule in the morning got disturbed for some reason and she could not pack her tiffin. The office did not have a proper pantry and it offered nothing more than tea or coffee after lunch time. Her boss would not let her go out for a snack. By 4:30–5 p.m., she