Pankaj Agarwal - President
Mohit Almal – Secretary
Vineet Sekhani – Treasurer
Kaushambi Ghosh- Co-Secretary
2. FinCoP Discussion on:
Introduction to the company:
Ramalinga Raju initiated a company in the year 1987 which grew from a small IT service provider
with a small number of employees to become the fourth largest IT Company in the country with
around 40000 employees. The magnitude of its operations grew at a huge rate to cross revenue level
of $ 2 bn. Magnitude of its operations can be validated as follows:
It had grown a huge number of clients which was 690, including 185 Fortune 500
firms as of September 30, 2008.
The Backdrop of the case:
The Fourth largest software exporter of the country generated huge revenues which crossed $2 bn
in 2005. Maytas Infrastructure and Maytas Property are two real estate companies owned by
Ramalinga Raju’s two sons. Raju siphoned off funds to these companies and as a result of which he
kept on window dressing the books of Satyam. What started as a marginal gap between the actual
profit and the one reflected in the books attained unmanageable proportions with increase in the
magnitude of operations. This was because the Company had to carry additional resources and
assets to justify higher level of operations – thereby significantly increasing the costs. Raju took a lot
of steps to bridge the gap but to no avail. As a last chance to bridge the gap Raju proposed the
acquisition of Maytas Infra and Maytas Properties by Satyam for $1.6 bn. The break up was as
Maytas Properties(100% stake) - $1.3 billion
Maytas Infra (51% stake) - $ 300 million
The shareholders and the directors stepped back from this decision and as a result of which the plan
was aborted. After abortion of the plan Raju resigned from his post as a chairman after admitting the
fraud being committed by him. All these incidents had negative impact on the company’s image. The
affects are as follows:
Shareholders lost confidence in the company and a huge number of them sold off their stake
in the company. The share price of the company went as low as Rs. 11.5.
4 out of 6 independent directors resigned.
3. Corporate governance not exercised in “true spirit”
Raju owned 25% stake in the company in the year 2005 which dropped to 8.5% in 2008. Even after
being a minor shareholder he went ahead with the plan of acquisition without notifying the other
shareholders and even the directors. According to him “it was not required as per regulations”.
According to the provisions of law a company cannot go ahead with an acquisition of any other
company at a price more than 60% of its own paid up share capital. But the agreed price of $1.6 bn
was way over the limit.
This shows a gap in compliance to the corporate governance rules.
Reasons why the shareholders stepped back:
a. Reason given by the company to go ahead with the acquisition was to “de- risk” its business
model. But to diversify at a time when Satyam’s rivals are hoarding cash to weather a global
slowdown seemed dubious to them.
b. Margins of Maytas Infra and Properties revealed that the margins of the combined entity
would have reduced after the deal.
The letter of Ramalinga Raju to the board of directors and SEBI on the day of resignation revealed
Inflated ( non- existent) cash and bank balance of Rs. 5040 crores
Accrued Interest of Rs. 376 crores – non- existent
Understated Liability of Rs. 1230 crores on account of funds arranged by Raju
Overstated Debtors position of Rs. 490 crores
For September ’08 a revenue of Rs. 2700 crores and an operating margin of Rs. 649 crores
(24% of revenues) was shown as against actual revenue of Rs. 2112 crores and operating
margin of Rs. 61 crores (3% of revenues). This resulted in artificial cash and bank balances
going up by Rs. 588 crores in Q2 alone.
13000 out of 53000 employees were fake
Some facts about Maytas:
Maytas Infrastructure’s total loans stood at Rs. 934 crores in FY ‘08
Both the companies were highly valued
4. Reaction of stakeholders:
In this case fault in the part of the auditors was noticed thus stringent scrutiny of the loyalty of
auditors towards the shareholders will be tested before appointing them in future by various firms.
Shareholders of other companies have become sceptical of their companies even if it has the
slightest resemblance of Satyam. Some of those resemblances can be sighted as follows:
Promoters holding minority of shares
Company going for diversification
Company holding surplus cash
Directors of various companies resigned from their posts after the announcement of the Satyam
Steps to be taken to gain back the confidence of the investors:
A IT giant taking over all the assets of Satyam and taking up the management of the same
Keeping rotational Auditors
A retiring independent director should not be re-elected
It is impossible to come out with ways of avoiding these kinds of scandals in future thus we can only
take precautionary steps for the same.
Note: After studying the case we can only make intelligent guesses about the happenings because
the validity of the statements passed cannot be tested by us.