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Case Study on Satyam Computers “The Perspective of Corporate Governance”. Presented to: Prof. Abhay Singh By: MMS II – Div B – Group I. Group Members. Flow of Presentation. Introduction. Introduction to Satyam Computers. Icon among the IT companies and ranked 4 th - PowerPoint PPT Presentation
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Case Study on Satyam Computers
“The Perspective of Corporate Governance”
Presented to:
Prof. Abhay SinghBy: MMS II – Div B – Group I
Group Members
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Flow of Presentation
Introduction
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Introduction to Satyam Computers
• Icon among the IT companies and ranked 4th • Founded on 24th June, 1987 by B. Ramalinga Raju in Hyderabad
• The company offers information technology (IT) services spanning various sectors, and is listed on the New York Stock Exchange and Euronext
• Satyam's network covers 67 countries across six continents• Employs 40,000 IT professionals across the globe
• Serves over 654 global companies, 185 of which are Fortune 500 corporations
• Has strategic technology and marketing alliances with over 50 companies
• Owns development centres in India at Bangalore, Chennai, Pune, Mumbai, Nagpur, Delhi, Kolkata, Bhubaneswar & Visakhapatnam604/20/23 St. Francis Institute of Management &
Research
• In 1991 it was recognized as a public limited company and got its first Fortune 500 client, Deere and Co.
• In 90s it started Satyam Renaissance, Satyam Infoway, Satyam Spark Solutions and Satyam Enterprise Solutions
• Satyam Infoway became the first Indian internet company to be listed on the NASDAQ
• The company signed contracts with various international players like Microsoft, Emirates, TRW, i2 Technologies and Ford
• International Move - Offices in Singapore, Dubai and Sydney
Introduction to Satyam Computers
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• The company had had various achievements like-– becoming the first ISO 9001:2001 company in the world,– certified by BVQI,– winning the Frost & Sullivan Award for Competitive Strategy
in ASP in 2001, etc
• Selected by the Switzerland-based World Economic Forum and World Link magazine as one of India's most remarkable and rapidly growing entrepreneurial companies
• Received the National HRD award - 2000 for outstanding contributions to HRD
• Role Model for IT companies across the Globe.
Introduction to Satyam Computers
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Introduction to Maytas Infra & Maytas Properties
• Started by Ramalinga Raju & run by Sons of Raju -Teja Raju & Rama Raju
• 35% stakes was owned by Raju & his immediate family members
• Overloaded Project book• Huge land banks
• Merger with Satyam Sudden fall in Land Prices to hide the Satyam Scam
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The Corporate Governance At Satyam
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The Corporate Governance at Satyam
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Corporate Governance is given lots
of importance
in its Annual Report and
website
THE SCAM
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• Satyam Computers had on December 16, 2008, announced that it will acquire two group firms - Maytas properties and Maytas Infra
• The BOD of Satyam had approved the founder’s proposal to buy 51 per cent stake in Maytas Infrastructure and 100 % in Maytas Properties
• The total outflow for both the acquisitions was expected to be US$ 1.6 bn comprising of US$ 1.3 bn for the 100% stake in Maytas Properties and US$ 0.3 bn for the 51% stake in Maytas Infra
• This is the move that sparked a row over alleged violation of corporate governance laws.
• This deal is not profitable for investors . So after this announcement they started to raise their voices against the deal
The scam
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Satyam’s justification for Maytas buy-out deal:• de-risk the core business• the integrated organization would be stronger and more
diversified to deal with the uncertainty of the market.• feeling that in the recent times it is difficult to make a strategic
deal with other IT companies.
However…..• Satyam’s share prices drastically came down in U.S.A. after the
bid was announced. • The interrogation by investors forced Raju to reconsider his
decision, which he pulled off within hours.• World Bank, one of Satyam’s esteemed customers banned it
from providing service for next 8 years.• The aborted buy-out deal and the ban indicated that something
seriously went wrong at the board level.1404/20/23 St. Francis Institute of Management &
Research
The scam
• Satyam’s image in front of its customers, investors, and more importantly, the entire nation got dented.
• Share prices tumbled even further by about 16%
• Valuation of Maytas turned out to be fraudulent
• Merrill Lynch was hired to advise on alternatives to the failed acquisition. But they resigned the engagement
• All of the four firms, including Merrill Lynch and JP Morgan denied having done any valuation
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The scam
• The move sparked row between the institutional investors from across the world and Satyam’s board members.
• One of company’s two independent directors Mr. T.R. Prasad defended the decision of buy-out believing it to be increasing share value.
• Another director Mr. Shrinivasan quit before it was too late.
• Mr. Vinod Dham (founder of Pentium) was also one of the non-executive
directors of Satyam who later resigned in the wake of controversy.
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The scam
The Confession…..
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The confession• It is not a mere coincidence that MaytaS is SatyaM spelt in reverse way.
• As spelled out in Raju’s letter it was an effort to cover-up Satyam Fiasco.
• Raju wanted to acquire Maytas in order to cover up the scam he was cooking, but failed miserably.
• He tried to fill the gap between the actual profits of the company and the profits that were shown in records, balance sheets etc. and also tried to cope up the situation till last minute.
• But the situation were beyond his hands and therefore he confessed the frauds (on Jan 7, 2009) made by him by showing inflated profits in the balance sheet.
• According to the ‘confessional’ statement of Mr. Raju, the balance sheet shortfall was more than Rs.7000 crore.
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• Satyam’s financial statements for years were totally false, cooked up and...
Never had Rs 5064 crores (US$ 1.05 Billion) shown as cash for several years.
Its liability was understated by $ 1.23 Billions
The Debtors were overstated by 400 millions plus.
The interest accrued and receivable by 376 Millions never existed
What Went Wrong ???
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5312.62
ACTUAL CASH IN BANK WAS
321INFLATED
5040cr2651.6
ACTUAL DEBT WAS 2161OVERSTATED 490 Cr
CURRENT ASSESTS
376
NO ACCRUED INTEREST
376 Cr
UNDERSTATED LIABILITY 1230
Cr which was arranged by
Mr.Raju
5040+376+1230+ 490= 7136
LIABILITIES
REVENUE 2700
OPERATING MARGIN
690
ARTIFICIALLY ADDED 588OPERATING PROFIT
ADDED 588INCREASING THE CASH RESERVE ONLY FOR Q2
ALONE TO 58804/20/23 21
St. Francis Institute of Management & Research
Operating Profit
401.61468.72
545.49648.61 649.27
0
200
400
600
800
Quarter
Op
era
tin
Pro
fit
( IN
C
RO
RE
S)
Series1 401.61 468.72 545.49 648.61 649.27
Sep '07 Dec '07 Mar '08 Jun '08 Sep '08
ACTUAL OPERATING MARGIN 61 Cr REPORTED-649 Cr( CREATED AN
ARTIFICIAL REVENUE OF 588)
GROWTH IN THE OPERATING PROFIT04/20/23 22St. Francis Institute of Management &
Research
2112
2700
588
0
500
1000
1500
2000
2500
3000
ActualRevenue Q 2
Reported Difference
REVENUE
61
649
588
0
100
200
300
400
500
600
700
Actual Op Reported Difference
Operating Profit
INFLATING THE PROFIT AND REVENUE
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People Involved in Scam
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• Mr. Raju is by far the father of this fraud.
• With only 9% stake in company the guy tried to transfer $1.5bn of cash to the completely unrelated business.
• Raju’s perception on Satyam-Maytas deal:
“Combined entity would deliver greater shareholder value”
• Correct perception:
“Maytas promoters are getting benefited at the cost of Satyam's shareholders”
The Promoters
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The Auditors
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The Auditors
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The Auditors“Satyam's financial
statements are the responsibilities of the company's
management. Our responsibility is to
express an opinion on these financial
statements based on our audit.”
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The Auditors"We have neither come across any
instance of fraud on
or by the company
(Satyam), noticed or
reported during the
year, nor we have been informed of such case by the management."
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The Auditors"We conducted our
audit in accordance with the auditing
standards in India. Those standards
require that we plan
and perform the audit
to obtain reasonable
assurance about
whether the financial
statements are free of material
misstatements"
• Auditors do bank reconciliation to check whether the money has indeed come or not. They check bank statements and certificates.
• There may be an argument that the audit firm was defrauded as well.
• There is complicity, incompetence or both with either the auditors or their customers or both. Inadequate procedures over confirmation indicates that the auditors missed something really big.
The Auditors
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• PwC gave wrong PAN to Satyam, as it turns out.
– PWC gave their Bangalore PAN Number to Satyam instead of New Delhi. PwC Hyderabad falls in New Delhi jurisdiction
• As per Satyam's accounts, vetted by Price Waterhouse, auditors were paid Rs 3.73 crore during 2007-08 as against Rs 3.67 crore in the previous fiscal.
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The Auditors
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• “A company filing returns in the US according to (its) Security Exchange Commission (SEC) guidelines could not have done this without the cognizance of key executives,”
• It’s impossible to go by the claim that none of the board members had any clue about the inconsistencies in Satyam’s balance sheet; if the fraud went on for ’several years’, it won’t be wrong to rule out that most of them, if not all, had some idea about the happenings.
• Satyam's CFO Srinivas Vadlamani has been arrested.
The Board of directors
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• Independent directors of Satyam Computers, who agreed to the company's proposal of buying out two promoter-related companies, failed to be independent in ‘spirit’.
• The Satyam board, including its 5 independent directors had approved the founder's proposal to buy 51 % stake in Maytas Infrastructure and 100 % in Maytas Properties
• The role of Satyam's independent directors is termed as ‘unpardonable’, since they acted against the interest of larger shareholders especially when the promoters themselves owned a little more than 9% stake in the company and institutional investors owned more than 45 %.
• All independent directors voted in favour of Satyam-Maytas proposal.
The Independent directors
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• If the auditors were conned, it means that the bank statements and certificates were forged
• Satyam's banks - ICICI Bank, HDFC Bank, Bank of Baroda, etc
The BANKERS
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• The Stock Exchange Board of India had in December given a clean chit to Satyam in the probe on violation of Corporate Governance Law.
The SEBI
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• The government too is equally guilty in not having managed to save the shareholders, the employees and some clients of the company from losing heavily.
• There was lack of Regulation on part of Government for not keeping in check such frauds.
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Government
The New Beginning
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• The scam affected the reputation of Satyam Computers as well as the whole of IT industry in India.
• Govt. of India was very concerned about it’s image in International Market especially IT , as it is also main source of foreign exchange for the country and drives economic growth of the country.
• The IT industry contributes 5.7 % to the GDP of India. In value terms, in 2007-08, it was around $ 40 billion.
• Also the Govt. wants to give a clear message to the International Clients that the problem will be taken care-off and it will not be repeated in future and they can continue their engagements with Indian companies without suspicion.
Government intervention
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• Also to safeguard the interest of small investors, so that faith can be restored in the market again.– Small investors are the largest number of buyers in the
Capital Market. If they will go away it would be difficult for other companies to raise money through Public Issues.
• Also to take care of the employees working in Satyam, as it was never their fault for whatever happened. Their job has to be secured by the Govt. that too in economic recession time.
• Also to give the message to the people and to investors that the guilty will be punished and will not go scot free as it used to happen earlier. That’s the only reason why Mr. Raju is still behind the bars and not able to secure a bail till now.
Government intervention
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Steps Taken After Satyam Fraud :
• Introduction of new rules by the stock market regulator, making it compulsory for promoters of companies to disclose the percentage of shares pledged by them to lenders
• Appointment of Independent Auditors and Company Secretary by Company Law Board to conduct Audit of any private organization.
• Set-up of 5 member Committee to suggest how to implement effective compliance and Corporate Governance in private sector by CLB.
Government intervention
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• Change the name of the company.
• Reconstitution of the board :Restore the management of the company and
appoint some reputed people as the board of directors.
• Try building confidence in the clients to get back the lost projects.
• The image of the company could be revived by a series of press conferences highlighting the ongoing contracts with the clients.
• It could also be merged with any other software company.
Steps taken by Management
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• Tech Mahindra paid Rs1757 crore for a 31% stake in the company, or Rs 58 per share.
• Satyam Computer Services has now zoomed 15% to Rs 54.20 ahead of the announcement of the highest bidder for the company on April 13, 2009.
• In India, this moment was full of praise for the manner and speed with which the reconstituted board of Satyam Computer Services found a strategic investor .
• This would send a strong signal globally that the country can respond well and fast to financial crisis.
Mahindra - satyam
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Important areas of corporate culture
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• The Corporate Governance in India is in a very rotten state due to vicious promoter-politician nexus endemic across different sectors of the economy.
• It would be naive to believe in the comments by select industry leaders and select politicians that the Satyam case is one-off and that the entire Indian IT sector (or for that matter, the entire Indian business fraternity) cannot be tarred by the same paintbrush.
• Satyam most certainly is not a only one-off high profile situation that India has been forced to face. It is not the first one and will certainly not be the last of the high profile ones.
• It should be a "principle-based" system rather than being "rule-based”
Corporate governance
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• Independent directors need to be more active and need to maintain their independent spirit.
• In instances of larger issue of change in the entire business focus of the company, the Independent Director should take the decision to the shareholders before approving.
• Independent directors need to be vigilant in protecting minority interest and be ‘brave’ enough to take adequate steps.
• It is cumulative responsibility of the independent directors to protect the interest of shareholders and strategy of the organisation.
• There is no point in having independent directors if they can't guide the management on critical issues.
Role of Independent Directors
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Investor Activism
• In the past, institutional investors in this country haven't really spoken up against corporate misbehaviour. The promoters were enriching themselves, at the cost of minority shareholders.
• There have been numerous other instances, admittedly of smaller consequence.
• But now it's time institutional shareholders got together to show promoters that they simply cannot get away with this kind of behaviour.
• Now, in case of Satyam, the same institutional shareholders have found their tongues. This time, their stake is big.
• In India it only needs a 10 % stake to call an EGM. The shareholders need to use this provision.
• Managements should be asked to take shareholders into confidence for any unrelated diversification, with the definition of 'unrelated' clearly spelt out.
Investor Activism
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Satyam & Business Ethics
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Satyam & Business Ethics
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Satyam & Business Ethics
• Individual Level
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Satyam & Business Ethics
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Satyam & Business Ethics
• Organizational Level
Satyam Maytas Promoters Management Independent Directors Auditors Bankers
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Satyam & Business Ethics
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Satyam & Business Ethics
• Association Level
ICAISEBILaw – Companies ActCorporate Governance CommitteesNational Association of Software and Services Company
(NASSCOM)
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Satyam & Business Ethics
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Satyam & Business Ethics
• Societal Level
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Satyam & Business Ethics
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Satyam & Business Ethics
• International Level
World BankNew York Stock Exchange International Clients and Operations
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Satyam & Business Ethics
Conclusion
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• There was lack of Regulation on part of Govt. as well as other bodies responsible for keeping in check such frauds. Stringent rules and regulations regarding compliance should be introduced to check fraud like this.
• The Auditors and Independent Directors should take their role seriously and act responsibly.
• Corporate Non Governance – India Indeed need such blow so that Corporate Governance can be properly adhered to in practice and just not be taught in Business Schools alone.
Conclusion
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