Group 1 - Section C - Satyam CG

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Corporate

Governance Failure
at Satyam
PRATEEK | RAM | SAKSHI | SIRISHA | VARUN | VISHNU
SECTION C GROUP 1

History of Satyam
1987

Incorporated as private limited company with 20 employees

1991

IPO in the Bombay Stock Exchange (oversubscribed by 17 times)

1999

Global presence in 30 countries. First Indian company listed on NASDAQ

2000

Associate count reaches 10,000. Receives National HRD award from Indian
Government. Revenue reaches USD 1 billion

2005

Satyam was ranked 3rd in Corporate Governance Survey by Global


Institutional Investors

2007

Raju awarded E&Y Entrepreneur of the Year. Official IT services provider of


FIFA World Cups 2010 and 2014.

2008

Revenue surpasses USD 2 billion. Portfolio of services to around 690 clients


including 185 of Fortune 500

Satyams downfall with Maytas


Maytas Group founded in 1988 headed by sons, Tejas Raju and Rama Raju Jr.
Using influential political contacts, acquired Indian govt. projects
Raju inflated and cash bank balances in Satyams financial records
Several years of manipulation
Misleading cash and bank balances of 5,361cr (actual 321cr)
Non-existent interest of 376 earned on the bank balance
Understated liability of 1,230cr
Overstated debtors position of 2,651cr (actual - 490cr)
Operating margin of Q2 FY09 shown as 24% as against 3% of revenue
Inflated size of workforce by 25% to 50,000 and siphoned off wages to the tune of
19.2cr every month

Tried to cover up by acquiring control in Maytas for USD 1.6bn (effectively no


exchange of cash)

Scam revealed
19 Dec
2008

Registrar orders probe for violation of corporate governance in


acquiring Maytas

23 Dec
2008

World Bank blacklists Satyam for 8 years for data theft and bribing
allegations

29 Dec
2008

7 Jan
2009

5 independent board of directors resign


Raju confesses to years of manipulation and fraud and resigns.
Share prices plunge by 78%

It was like riding a tiger, not knowing how to get off without being eaten. B. Ramalinga Raju

Satyam Scam: Fallouts


Independent directors had been considered as
promoters men often friends and family
were nominated
Core team of Satyams
employees in Singapore
broke away and try to lure
existing clients
Mandatory disclosure
of pledging of shares
by controlling
shareholders

Credibility of
international audit
firms brought under
question

Big client US-based State Farm Insurance


Company announces termination of
services
Two PwC partners
arrested and PwC
replaced by KPMG
and Deloitte

Indian Companies
Act found deficient
for regulations
regarding
appointment of
Independent
Directors

Rigorous checks by
clients to check
ownership structure
and review due
diligence before
outsourcing

...its not really Satyam at stake; its the India Inc. brand.

Remedial Action
Satyams board sacked and six new Independent Directors
appointed by the govt
Land used as collateral to pay salaries and working capital
requirements
Two pronged strategy 1) retain existing clients 2) maintain
relationship with employees and management
Legal tenders floated for bidding process to identify a new buyer
51% takeover by Tech Mahindra for USD 585 million
According to The Higgs report, non-executive directors should
question intelligently, debate constructively, challenge rigorously
and decide passionately.

Corporate Governance issues


The Satyam scam had been the example for following poor CG practices
failed to show good relation with the shareholders and employees
CG issue at Satyam arose because of non-fulfilment of obligation of the
company towards the various stakeholders
distinguishing the roles of board and management
separation of the roles of the CEO and chairman
appointment to the board
directors and executive compensation
protection of shareholders rights and their executives

Thank You.

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