PROFESSOR J. P. SHARMA
J.P Sharma, Professor of Law & Corporate governance, Department of Commerce, Delhi School of Economics, University of Delhi
WHAT WENT WRONG WITH SATYAM?
Till about two decades ago corporate governance was relatively an unknown subject. The subject came into prominence in the late 80’s and early 90’s when the corporate sector in many countries was surrounded with problems of questionable corporate policies or unethical practices. Junk Bond fiasco of USA and failure of Maxwell, BCCI and Polypeck in UK resulted in the beginning of codes and standards on corporate governance. The USA, UK and number of other developed countries reacted strongly to the corporate failures and codes & standards on corporate governance came to the centre stage. Enron debacle in 2001 and number of other scandals involving large US companies such as the Tyco, Quest, Global Crossings, the World.Com and the exposure of auditing lacunae, which led to the collapse of the Andersen, triggered the reform process and resulted in the passing of the Public Accounting Reform and Investor Protection Act of 2002 known as SarbanesOxley (SOX) Act, 2002 in USA.
On 24th June 1987, Satyam Computer Services Ltd (Popularly known as Satyam) was incorporated 1
by the two brothers, B Rama Raju and B Ramalinga Raju , as a private limited company with just 20 employees for providing software development and consultancy services to large corporations (the company got converted into public in 1991). During the year 1996, company promoted four subsidiaries including Satyam Renaissance Consulting Ltd, Satyam Enterprise Solutions Pvt. Ltd., and Satyam Infoway Pvt. Ltd. Satyam Computer Services Ltd in 1997 was selected by the Switzerland-based World Economic Forum and World Link Magazine as one of India's most remarkable and rapidly growing entrepreneurial companies. Satyam Infoway (Sify), a wholly owned subsidiary of Satyam Computer Services Ltd, was the first Indian Internet Company listed on NASDAQ. Mr. B. Ramalinga Raju, Chairman of Satyam, was awarded the IT Man of the Year 2000 Award by Dataquest. In 2001, Satyam became world’s first ISO 9001:2000 company to be certified
by BVQI. In 2003, Satyam started providing IT services to World Bank and signed up a long term contract with it. IN 2005, Satyam was ranked 3rd in Corporate Governance Survey by Global Institutional Investors.
Problems in Satyam begin when on December the 16 , 2008; its chairman Mr Ramalinga Raju, in a surprise move announced a $1.6 billion bid for two Maytas companies i.e. Maytas Infrastructure Ltd and Maytas Properties Ltd saying he wanted to deploy the cash available for the benefit of investors. The two companies have been promoted and controlled by Raju’s family. The thumbs down given by 2
investors and the market forced him to retreat within 12 hours. Share prices plunges by 55% on 3
concerns about Satyam’s corporate governance . In a surprise move, the World Bank announced on 4
December 23, 2008 that Satyam has been barred from business with World Bank for eight years for 5
providing Bank staff with “improper benefits” and charged with data theft and bribing the staff. Share prices fell another 14% to the lowest in over 4 years. The lone independent director since 1991, US academician Mangalam Srinivasan, announced resignation followed by the resignation of three more independent directors on December 28 i.e. Vinod K Dham (famously known as father of the Pentium and an ex Intel employee), M Rammohan Rao (Dean of the renowned Indian School of Business) 6
and Krishna Palepu (professor at Harvard Business School) . At last, on January 7, 2009, B. Ramalinga Raju announced confession of over Rs. 7800 crore financial fraud and he resigned as chairman of Satyam. He revealed in his letter that his attempt to buy Maytas companies was his last attempt to “fill fictitious...