A Study on the Corporate Governance Issues at SATYAM COMPUTERS CONSULTANCY LTD RASHU – Roll No. 66 NEERAJ – Roll No. 48 Nitin Mathur – Roll No. 51 Yash Arya – Roll No. 98 Pranav – Roll No. 55
Corporate Governance CORPORATE GOVERNANCECorporate Governance is typically perceived as dealing with problems that resultfrom the separation of leadership & control. Share Holder Board Management EmployeeDEFINITION:-Corporate Governance may be defined as holding a balance betweeneconomic & social goals & between individual & commercial goals. A goodcorporate governance is one where a firm commits & adopts ethical practicesacross its entire value chain & in all of its dealing with a wide groupof stakeholders encompassing employee, customer, venders, regulators &shareholders in both good and bad times.
Satyam Case ImportanceSatyam scam was not an easy issue. It has its own complexities as it involved 14000crore scam. Satyam scam had been the example for following poor governancePractices. It had failed to show good relation with the shareholders and employees.So as to throw a light on the poor governance practice at one of the major IT giants,the need to study such case is made important. Taking this scam as a role model,it could be suggested that there is a need to frame up good governance rules andsee to the proper implementation of it.
About Satyam Consultancy LTDSATYAM COMPUTER CONSULTANCY LIMITED was established on June 24 1987.The founder of the organization was Mr. Ramalinga Raju. CEO at the time of thescam was Mr. Ram Mynampati and CFO was Mr. Valdamani Srinivas.satyam computer consultancy limited has its headquarter at Hyderabad.Satyam computer services limited has its several subsidiaries:• Satyam BPO• Citisoft• CA Satyam• STI• Bridge Consultancy
About Satyam Consultancy LTDThe various services offered by the satyam computer consultancy limited Included:• Application Software• Business process outsourcing• Business value enhancement• Consulting and Enterprise Solution6• Infrastructure Management Service• Integrated Engineering Solution• Product and Application Testing• Six Sigma Consulting
SATYAM SCAM DETAILS• In mid-December 2008, Satyam announced acquisition of two companies - Maytas Properties and Maytas Infrastructure owned by the family members of Satyams founder and Chairman Ramalinga Raju (Raju).• It planned to acquire 100% and 50% stakes in Maytas property and infra for $1.6B.• Due to adverse reaction from institutional investors and the stock markets, the deal waswithdrawn within 12 hours.• Questions were raised on the corporate governance practices of Satyam with analysts and investors questioning the companys board on the reasons for giving consent for the acquisition as it was a related party transaction.
• After the deal was aborted, four of the prominent independent directors resigned from the board of the company.• In early January 2009, Raju revealed that the revenue and profit figures of Satyam had been inflated for past several years. The following were the inflated figures:• Inflated cash and bank balance Rs.5040cr• Non existent accrued interest Rs376cr• Understated liability of Rs.1230cr• Overstated Debtor position of Rs.490cr• Inflated staff by 12000 ( Actual were 40000)• Revenue of Rs.2700cr (Actual were Rs.2112cr)• Operating margin to be 6494 cr ( Actual were 61cr) INDIA’S LARGEST FRAUD- Rs.7800crore( now estimated as 14000crore
Corporate governance includes various parties:1)Shareholders2)Employees3)Management4)Bankers5)GovernmentGovernance issue at Satyam arose because of non fulfillment of obligation of the companytowards the various stakeholders. It proved a poor relationship with all the stakeholders.• It is well known that a shareholder has a right to get information from the organization, such information could be with respect to the merger and acquisition.Shareholders expect transparent dealing in an organization. They even have right to getthe financial reporting and records.• In the case of satyam, the above obligations were never fulfilled. The acquisition ofmaytas infrastructure and properties were announced without the consent of shareholdersThey were even provided with false inflated financial reports.The shareholders were cheated
• Employees were shown with a inflated figure.The excess of employees in the organization were kept under VIRTUAL POOL whoreceived just 60% of their salaries and several were removed.The entire scam had its impact on management.Questions were raised over the credibility of management.• Any organization has its obligation towards the Government by means of timely paymentof taxes and abiding by the rules and laws framed up by the Government. As per the casewith satyam , the company did not pay advance tax for the financial year 2009. As per therule, the advance taxis to be paid 4 times a year; such was not fulfilled by them• SCS was blacklisted by world Bank over charges of Bribery.• It was declared ineligible for contracts to providing1. Improper benefit to bank staff.2. Failing to maintain documentation to support fees,
Actual scenario:• Despite the shareholders not being taken into confidence, the directors went ahead withthe managements decision.• 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.• Simple manipulation of revenues and earnings to show superior performance.• Raising fictitious bills for services that were never rendered.• To increase the Cash & bank balance correspondingly.• Operating profits were artificially boosted from the actual Rs 61 croreto Rs 649 crore
Its 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 million plus.• The interest accrued and receivable by 376 Millions never existed. So when the case came in light following are the actions that has been taken:• Nasscum sets up panel to avoid satyam like case in future- formed a corporate Governance & ethics committee, chaired by N.R.Narayana Murthy (chairman and chief mentor of Infosys.)• Hinduja Global chalks out 100 day plan for satyam.• 8 Year ban on satyam to be reviewed.
Govt. orders CBI to probe fraud ( concerned about 52000 employees)• Serious fraud investigation office(SFIO)• Market regulation SEBI,• Institute of chartered accountancy India (ICAI)• Andhra police