1.  Shailesh Sharma 45.
 Rhutu 43.
 Sunny Soni 48.
 Dashank 46.
 Sanket Shah 44.
 Karan soni 47.

2.  I thank to my prof. Mr.Abhik Mukherjee who
has assigned me this topic which has helped
me in gaining the knowledge regarding the
importance of corporate governance in the
corporate.
 My family members for guiding me, our
college librarian for finding the books on
corporate governance, my friend Karan for
providing valuable information on our topic .
 My nanaji &bade-papa for making the topic
familiar to me.

3.  Corporate governance refers to the set of
systems, principles and processes by which a
company is governed.
 They provide the guidelines as to how the
company can be directed or controlled so to
achieve its goals.
 Beneficial for all stakeholders in the long term.
 Stakeholders in this case would include
everyone ranging from the board of directors,
management, shareholders to customers,
employees and society.

4.  Unlike South-East and East Asia, the corporate governance initiative in India was
not triggered by any serious nationwide financial, banking and economic
collapse
 The initiative in India was initially driven by an industry association, the
Confederation of Indian Industry
 In December 1995, CII set up a task force to design a voluntary code of
corporate governance.
 The final draft of this code was widely circulated in 1997.
 In April 1998, the code was released. It was called Desirable Corporate
Governance: A Code.
 Between 1998 and 2000, over 25 leading companies voluntarily followed the
code: Bajaj Auto, Hindalco, Infosys, Dr. Reddy’s Laboratories, Nicholas
Piramal, Bharat Forge, BSES, HDFC, ICICI and many others

5.  Following CII’s initiative, the Securities and Exchange Board of India (SEBI) set up a
committee under Kumar Mangalam Birla to design a mandatory-cum-recommendatory
code for listed companies
 The Birla Committee Report was approved by SEBI in December 2000
 Became mandatory for listed companies through the listing agreement, and
implemented according to a rollout plan:
 2000-01: All Group A companies of the BSE or those in the S&P CNX Nifty index…
80% of market cap.
 2001-02: All companies with paid-up capital of Rs.100 million or more or net worth
of Rs.250 million or more.
 2002-03: All companies with paid-up capital of Rs.30 million or more

6. I. Unethical business practices:- Security Scams
II. Impact of Globalization:- Foreign investors
expectation, Integration with Foreign market.
III. Impact of privatization:- New Structure of
Ownership, MNC’s.

7.  Fare Disclosures
 Stakeholders, Public Satisfaction.
 Ethical Standard.
 Justice to employees.
 Avoiding Frauds.

8.  Our corporate governance philosophy is based on the following
principles:
 Satisfy the spirit of the law and not just the letter of the law.
Corporate governance standards should go beyond the law
 Be transparent and maintain a high degree of disclosure levels.
When in doubt, disclose
 Make a clear distinction between personal conveniences and
corporate resources
 Communicate externally, in a truthful manner, about how the
Company is run internally
 Comply with the laws in all the countries in which we operate
 Have a simple and transparent corporate structure driven solely
by business needs
 Management is the trustee of the shareholders' capital and not the
owner.

9.  CII Code of desirable corporate governance.
 Kumar Manglam Birla Committee(2000).
 RBI Report of the Advisory Group on
Corporate Governance(2001).
 Naresh Chandra Committee(2002).
 N.R. Narayan Murthy Committee(2003).
 J.J. Irani Committee(2005)

10. MANDATORY NON-MANDATORY
 BOARD OF  Remuneration
DIRECTORS. Committee
 AUDIT COMMITTEE.  Shareholder Rights
 SUSIDARY  Audit Qualification
COMPANIES.  Whistle Blower Policy
 DISCLOSURES.

11.  Satyam was founded by Mr. Ramalingam Raju
on 24th June 1987.
 Fourth Largest IT Company.
 Networks spanned World Wide.

12.  1987- Satyam Computers pvt ltd born.
 1991-1st fortune 500 clients
-Converted into public ltd co.
 1994- Allies with Dun & Bradstreet corp.
 2002-CNBC’s Asian Business Leader-Corporate
Citizen of the year award.
 Satyam was the 2008 winner of the coveted
Golden Peacock Award. (Risk Management
and Compliance Issues)

13.  Mr.Ramlingam raju.(Former Founder)
 B Rama Raju.(Former MD)
 V Srinivas(Ex CFO)
 S Gopal Krishnan.(Auditor-Price water House).
 Independent Directors.

14.  The Black Day-7th January,2008.
 Fraud of 7800 crore rupees.
 Profits were inflated.
 Understated Liability &Overstated Debts.
 Accrued Interest.
 Gap in balance sheet.

15.  At 9.45am mr.raju faxed the blunder to the Sebi
Chairman, the board of Satyam, BSE and NSE.
 Stated about an inflated (non-existent) cash and
bank balance of Rs 5,040 crore.
 An over stated debtor position of Rs 490 crore
(as against Rs 2651 reflected in the books)
 A fake liability of Rs 1,230 crore.

16.  Operating Profit were artificially boosted from
61cr to 649cr.
 Interest earning of rs 376cr which was
fictitious.
 Stock market slipped by 7% on the day of
revelation.

17.  In June 2001, Raju had nearly 23 per cent
shares. By December that year, his share was
down to 22.4 per cent.
 By September 2008 Raju's share was just 8.27
per cent.
 Vadlamani sold 92,538 shares.
 The then CEO Ram Mynampati sold 700,000
shares plus 2,50,000 ADRs.

18.  As the promoters share was in single digit so t
the concern was that poor performance would
result in a takeover.

19.  Due to this false Accounting figures the BOD
were asking for expansion of the satyam.
 SO, mr.raju decided to buy the stake in Maytas
(properties &infra).
 As the co. was owned by the sons of raju so he
don’t need of paying the rupees in reality.
 Rebellion by investors as the acquisition would
turn software co. into real-estate co.
 Acquisition aborted due to Rebellion resulted
for confession.

20.  Stocks of 15 Indian Companies Listed on NYSE
fell to $ 2billion in a week.
 Satyam's shares fell to 11.50 rupees on January
10, 2009, their lowest level Since March, 1998
compared to a high of 544 rupees in 2008.
 In the NYSE, Satyam shares peaked in 2008 at
US$ 29.10; as against $1.80
 After the Satyam Fiasco the share price of
around 100 companies fell around 5-15% (as
they were clients of PWC).

21.  Employees.
 Clients of Satyam.
 Bankers
 Indian Government.
 Indian Companies.

22.  Banker Deepak Parekh.
 IT expert Kiran Karnik.
 Former SEBI member C Achuthan S
Balakrishnan of Life Insurance Corporation.
 Tarun Das, chief mentor of the Confederation
of Indian Industry .
 T N Manoharan, former President of the
Institute of Chartered Accountants of India.

23. “We've always striven hard for respectability, transparency and to create
an ethical organisation. There are certain expectations that we haven't
fulfilled. But we're also a very young organisation and in areas like track
record of management, we may be low because we're yet to show
longevity.”
- Narayana NR Murthy, Chairman and CEO, Infosys Technologies
Limited (Infosys), 2001.

24.  As per the Credit Lyonnais Securities Analysis (CLSA), the corporate
governance ratings of the Software firms are higher than those of other
Indian firms.
 Infosys, based in Bangalore, is a publicly held, ISO 9001 certified
company offering information technology consulting & software services.
 The software offered include application development, E-Commerce &
Internet Consulting, Software Maintenance.
 Respected across the country, with very strong systems, high ethical
values & a nurturing working atmosphere.
 Net income of US 1,155 million and revenue of US 4,176 million.
 At present having US 20.4 billion market capitalization.

25.  Infosys was ranked No. 1 in all the 4 categories
- Best IR website, Best Online Annual Report,
Best Financial Disclosure and Best Corporate
Governance Practices at the 2011 IR Global
Rankings in India.
 Infosys is India's best company for corporate
governance: Asiamoney poll.
 Infosys Ranked 4th in the 2011 Bliss Leap
Awards.

26.  . Infosys was also ranked second in corporate
governance among 495 emerging companies in
a survey conducted by Credit Lyonnais
Securities Asia (CLSA) Emerging Markets.
 In 2000, Infosys had been awarded the
“National Award for Excellence in Corporate
Governance” by the Government of India.

27.  Audit committee comprises five independent
directors :
 Deepak M. Satwalekar, Chairperson
 Prof. Marti G. Subrahmanyam
 Sridar A. Iyengar
 K. V. Kamath
 R. Seshasayee
 4 meetings were held (2010-2011) out of which
only Mr. kamath attended only 3 meeting.

28.  The majority of the board members (8 out of
14) are independent.
 Further, we have audit, compensation, investor
grievance, nominations and risk management
committees, which comprise only independent
directors.
 ICRA assigned 'CGR 1' rating to our corporate
governance practices.

29.  The closing Price was 2329.95 as on 14th august.
 share price in us$
 Share price in us$


31.  Mr. Varpa was indulge in construction business.
 He was unfaithful towards his employees dealers etc.
 Lacked leadership quality.
 Centralized management.
 Dictatorship style of functioning.
 Deteriotic working condition.
 Less pay scale.
 Cheap construction quality
 No value for commitment
 Biased promotion.
 Lack of professionalism.
 Non- financial disclosure.

32.  Mr.Soni was also indulge in construction business.
 Mr.Soni was opposite to Mr.Varpa i.e.
 He has leadership quality
 De-centralized management.
 Professional team of engineers.
 Participative decision making.
 Supportive nature.
 Better working condition.
 Dedicated towards commitment.
 Merit based promotions.
 Good relations with dealers.
 Financial disclosures.

33. MR.VARPA MR.SONI
 Lack goodwill.  Has goodwill.
 Inconvenient in raising  Funds available easily.
funds.
 More credit from
 Less credit from suppliers. suppliers.
 Less sales.
 More sales.
 Less turnover results in
less profit.  More sales results in
more turnover.
 No rewards/hike in pay,
instead cost-cutting.  Rewards hike in pay,
promotion etc.