Final Satyam
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Transcript of Final Satyam
The Satyam Fiasco
How we will go about…Introduction to Satyam and Maytas Utkarsh
The Chronicles and Opening of the Scam (Series of events)
Bhavik
Financial Implication, Fabricated income statements, Maytas Valuation, Satyam-Maytas Nexus, Fake FD receipts cycle.
Nishit
Stock Charting - Satyam and Maytas, Satyam ADR’s, Role of RoC & SEBI, Clause 49, Sarbanes Oxley act
Viral
Legal Implications, Companies Act, SEBI Act, Indian Penal code, The tax angle
Mayur
Role of Auditors, PwC in trouble, Current Board and In the News…
Siddharth
SATYAM• Set up in the year 1987 to provide
services in IT sector • India’s 4th biggest software
company in India• It is listed in BSE, NSE, NYSE and
Euronext (Amsterdam). • BSE IPO oversubscribed 17 times
when made public in 1991• The company employs 53,000 IT
professionals across development centers in 6 continents
First IT Company in the World Certified under ISO9001:2000 Ranked Among India’s Top 10 Best Employers, 2004 and 2003 Top 13 Best-Managed Companies in India Winner, Corporate Citizen I award for Corporate Social Responsibility SAP Pinnacle Award 2008 Satyam Wins golden peacock award for excellence in Corporate Governance on Global level for 2nd time United Kingdom Trade and Investment India Business Award for Corporate Social Responsibility
> Chairman and founder Satyam Computers Services Limited> MBA from Ohio University> IT man of the year award by Data Quest in 2002> Winner of Ernst & Young entrepreneur of the year award in 2007
> He became the Managing Director and Chief Executive Officer in 1991> Mr. Rama Raju holds a Master of Economics degree from Loyola College, Chennai and a MBA degree from Loredo State University, Texas> Before 1997, he was with Maytas Infra Limited as one of its Directors
B. Ramalinga RajuFounder & Chairman, Satyam
Computers Ltd.
B. Rama RajuPromoter & CEO, Satyam Computers
Ltd.
Satyam Clients
A total of 650+ Clients 185 of the top fortune 500
Companies
Satyam Board StructureOther
Independent Directors
Dr/ M. Srinivasan
Prof. Krishna G Palepu
Mr. Vinod K Dham
Prof. M Rammohan
Rao
Mr. T R Prasad
Prof. V S Raju
ISB Dean/Bharat electronics
Sasken Communication/Hellsoft /Montalvo Systems and Newpath
Former CabinetSecretary /GMR Infra/ GVK Taj
GTB/Dr. Reddy’s
Laboratories
B.Ramalinga RajuPromoter & Chairman
B.Rama RajuPromoter & CEO
Ram MynampatiWhole time Executive Director
Srinivas Vadlamani Chief Financial Officer
Satyam – Share holding Pattern
Institutional & Non-Institutional Shareholders
LIC 4.34%L&T 4%LazardAberdeen
13.16%FidelityICICI PrudentialCitigroupJP MorganTotal Market capitalization of Rs.
15,262 Cr (As on Dec 16, 2008 )
Satyam Decade at a Glance
Maytas Infrastructure
• The Raju’s hold 36.64 per cent while institutional holding is 10.92 per cent
• The company had raised Rs 327.45 crore through IPO.
• It had a turnover of Rs 1,660 crore and net profit of Rs 100 crore in the last financial year
• Satyam planned to acquire 51 per cent stake for Rs 1, 440 crore or $0.3 billion
Mr. Teja Raju(VC)
Maytas Properties
• Raju’s family owns 35% of Maytas properties• Founded in 2005, it has a land bank of 6,800
acres• It has clearances for three IT SEZs based on 148
acres• An undisclosed stake is held by Infinite India
Investment Management, a realty fund jointly promoted by JM Financial and US-based SRM Investments, which invested Rs 600 crore in February
B. Rama Raju Jr. (VC)
So, How did it all begun?
21 April 2008
22 Sep 2008
26 Jan 2009
Satyam revenues cross $1 Billion
2006
Satyam becomes first Indian company to
publish IFRS audited financials
Satyam receives the Golden Peacock Award for excellence in
Corporate Governance from World council
16 Dec 2008
Satyam backs out of Maytas deal citing investors protest
17 Dec 2008
26 Jan 2009
Major Clients of Satyam express dissatisfaction.Contracts worth $200 million up for grabs
Satyam gets board approval for
controlling stake in Maytas Infrastructure and Maytas properties
as fully owned subsidiary for $1.6B
(Rs. 8000 Cr.)
Satyam shares plunge 55 percent in NYSE. BSE share plunges over 30%
Board meeting to be held on Dec 29 for proposed buyback of shares
19 Dec
23 Dec
206Jan 2009
British mobile solution provider Upaid files a law suit
against Satyam in a district Court in the US over Maytas deal. May face $1 Billion in
penalties
20 Dec
Centre refers Satyam deal to Registrar of Companies (RoC)
World Bank bans Satyam for 8 years due to inappropriate payments to
staff and inability to provide information sought on invoices
26 Dec
28 Dec
26 Jan 2009
Board announces exploring option for buyback of
shares to restore investor
confidence
1st independent director Dr. Mangalam Srinivasan
resigns from Satyam board
Board meet initially scheduled for 29th postponed to 10th
January
29 Dec
3 more Independent Directors resign. Mendu Rammohan Rao, Krishna G
Palepu and Vinod K Dham
Satyam asks DSP to review board structure
Rumors in market about strategic
takeover by IBM, Accenture
IL&FS sells 44.1 lakh shares pledged shares of
Satyam promoters in 1 day. Promoters equity reduced from 8.6% to aprrox 7%
Satyam objects to world bank statements,
asks to apologies or
face legal action
Promoters disclose that their entire holding in Satyam
pledged with institutional lenders since 2006
30 Dec
02 Jan
26 Jan 2009
Post cancellation of deal, Maytas looks for raising
$500 million through sale of
equities and properties
IL&FS sells further 44.27 Lakh
pledged shares taking the tally to 1.5 crore pledged
shares
03 Jan
Satyam board confirms promoters stake to be
around 5%. Further 3.2% still pledged.
Satyam-Upaid case hearing over the
Maytas deal in Texas court on January 8.
05 Jan
06 Jan
26 Jan 2009
SEBI considers proposal to make it
mandatory for promoters and majority share
holders to disclosed pledged shares to stock exchange
Total pledged shares sold by IL&FS reaches 2.5 Cr. in last
13 days. Promoters stake down to 3.6%. Still a further
1.7% are pledgedPromoters stake in the company down
to 4.5%
Tech Mahindra (Revenues 3766 Cr.) offers to merge with
Satyam (Revenues 8473 Cr.)
The Night Before 7th Jan
Merill Lynch discovers serious irregularities in books of
accounts and approaches regulator SEBI for further
course of action and its inability to investigate further. DSP submits report to SEBI and
Satyam management late night.
07 Jan
26 Jan 2009
09:45 A.M. Satyam Chairman
Ramalinga Raju writes the following letter to the
company board
Adobe Acrobat Document
ADR’s crash 90%Satyam BSE scrip falls
78%
DSP snaps ties with satyam.
Auditing firm PWC under scanner
Govt. instructs RoC to review report
Ram Mynampati takes over as interim CEO according to Raju’s
letter
Hunt for Raju brothers begin. Amid speculation over his whereabouts, Raju is believed to have left for the United States
in connection with a court case.
Satyam stripped of Golden Peacock award
NSE removes Satyam from its benchmark index Nifty. It will be replaced by Reliance Capital with
effect from January 12. It will also be removed from various other indices like CNX 100, S&P CNX
500,CNX IT and the CNX Services sector index
08 Jan
09Jan
26 Jan 2009
Raju brothers arrested by the police on charges of criminal conspiracy,
cheating, forgery, misappropriation of funds and criminal breach of trust.
PwC in major trouble. Stocks of PwC clients take a major beating at the BSE and NSE
BSE to replace Satyam Computer with Sun
Pharmaceutical in its benchmark index Sensex with effect from January 12.
PwC shot back at Satyam, saying in a media statement that the
auditing was based on the audit evidence provided by Satyam and in was accordance with applicable
standards.
10Jan
CFO Valdamani Srinivas, who is the
financial custodian of the company resigns
Market Capitalization of satyam falls to Rs. 1,607 Cr from Rs.15,262 Cr. on Dec
16 in 19 trading sessions.
Former CFO Valdamani Srinivas
remanded to judicial custody
13 Jan
14Jan
26 Jan 2009
The newly appointed 3 member board appoints auditing firm KPMG and Delloitte to assist it in cleaning
the mess in the scam tainted company’s accounts
Government hands satyam case to SFIO
15Jan
Maytas stocks hit the lower circuit for 7th consecutive
trading session
23 year old employee of
satyam commits suicide in Chennai
16Jan
The government expanded the three-member Satyam board to six to include S
Balakrishnan of Life Insurance Corporation, Tarun Das, chief mentor of the
Confederation of Indian Industry and T N Manoharan, former president of the
Institute of Chartered Accountants of India
Why on 7Why on 7thth Jan 2009? Jan 2009?
• DSP Merrill Lynch informed SEBI about Material irregularities in Accounts on 6th Jan
• Minutes of Meeting of 16th December,2008 were not submitted to RoC-(This created some doubts)
• Hearing of Upaid- satyam case on 8th Jan at the US court
Raju ban gaya conman……How?
• Proposing High risk Maytas acquisition
• Overvaluing the proposed acquisition
• Promoter pledging their holdings (decrease in
holding)
• Refusing to resign
• Fudging Income statement
Maytas Acquisition • Valuation of Maytas duo was done at $1.6 bn as against actual $ 225 mn
• Violation of Section 372A of the Companies act
Fabricated Income Statements ‘Creative Account Practice’
• Details of cash balances with Scheduled banks are not there in the Annual report
• Question raised by Equity analyst Kawaljeet Saluja -$500 mn cash parked in current account
Overstated cash balances, Income receivables
Understated LiabilitiesFraud Amount
Why and How How ????
• Stake decreased from 21.6% to 3.6%• Money raised through 4 Front run Co. by
offloading pledged shares (under investigation)
0 50 100 150 200
Bangar Agro
Amravati Greenlands
Narayandri Greenfields
Harangi Agro
Amount (In Rs. Cr)
Amount (In Rs. Cr)
Share Pledging
Fake FD receipts and Employee Nos.??
Repeat the procedure
Parallel Finance Department ???
Satyam-Maytas Nexus Contd…..
• Cash raised & siphoned off funds used to buy several thousands of acres of land across AP through several benami accounts
• Helped Maytas in getting major contract
Some Comments
• If the first fraud is for Rs100, the next time add another zero. It (accounting fraud) grows exponentially – Anil Roy, Grant Thornton India
• It was like riding a tiger, not knowing how to get off without being eaten- Raju Ramalinga while admitting the fraud
• On Wikipedia, for the first time, India has been put on to the list of largest corporate scandals in the world, all thanks to Satyam – a blogger
STOCK CHARTING
Comparison – Satyam and Maytas share prices
The Inside News
• Satyam's CFO Srinivas Wadlamani has sold around 8,00,000 shares & even Satyam's interim CEO, Maynampati has sold 4,00,000 shares in past 6 months above Rs 300 per share.
• Satyam’s top 40 officials collectively sold shares worth more than Rs 300 crores in the past 6 months
Allegations by ROC• Violation of sect 372A of the Companies Act regarding
acquisition of shares in another company
• Violation of sec 293 of the Companies Act regarding the nature and proposed acquisition of stakes in Maytas Infrastructure and Maytas Properties.
• Maytas properties and Maytas Infrastructure made investments and advances in group companies far in excess of the limits laid down by sec 372, at a rate of interest lower than prevailing bank rate.
SEBI Investigation• Regulation 7 of the SEBI (Prohibition of Fraudulent Unfair
Trade Practices relating to the Securities Markets) Regulations, 2003
• Sub-regulation (1) of Regulation 5 of the SEBI (Prohibition of Insider Trading) Regulations, 1992
• Sub-regulation (1) of Regulation 29 of the SEBI (Merchant Bankers) Regulations, 1992
• Regulation 38 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
• Section 24(Contravening provisions of the Act or any rules or regulations) - Imprisonment up to 10 years and/or fine of up to Rs 25 crore
Share Pledging• SEBI Board has decided to make it mandatory for promoters of
companies to make full disclosures if they pledge shares
• The move, follows Satyam Computer Services Ltd promoter B Ramalinga Raju’s admission that he clandestinely raised funds upto Rs. 1200 crores by pledging his shares in the company.
• Promoters are required to inform their company of any pledge; the company would then inform the public through the stock exchanges.
• On 22 jan, Unites Spirits Ltd. share prices lost 23% on news that the promoters had pledged 18.6 million USL shares with financial institutions to raise Rs 2,800 crore to fund the Whyte & Mackay acquisition. On 23, the USL scrip lost another 16% to close at Rs 478.
Clause 49• The clause speaks about complying to various
corporate governance policies regarding directors, disclosures, transparency, accountability etc.
• Satyam managed to pull off a fraud of such magnitude despite formally complying with all the requirements under Clause 49
• Following the Satyam Saga, SEBI has already initiated steps towards strengthening the laws pertaining to Corporate Governance with the SEBI Committee on Disclosures and Accounting Standards (SCODA)
Sarbanes Oxley Act-2002• Satyam has ADRs listed on the NYSE, so they have to follow
American rules similar to those of American publicly traded companies. That includes having audited financial statements, using US GAAP, complying to SOX Act; still they managed to report cash more than $1 bn which does not exist at all
• “Some things can slip through the cracks.“- an attorney• Satyam is listed in the US and accordingly may face penal
action by the US Securities and Exchange Commission(SEC)• A lawsuit has already been filed against Satyam by a law firm
to check the compliance• Investigation under Sec 302 of SOX Act.
THE SATYAM FIASCO
THE LEGAL ANGLE…..
THE ETERNAL TRUTH WHEN IT POURS ,IT RAINS
IDHAR AAG.. UDHAR KHAI..
U.S. INDIA
CLASS ACTION COMPANIES ACT 1956
ANTI FRAUD PROVISION SECTION 10 B OF S.E.A
SECURITIES CONTRACT REGULATION ACT
SEBI ACT , 1992
INDIAN PENAL CODE
COMPANIES ACT , 1956
• SECTION 209:
Inspection of books of account, etc., of companies
• SECTION 388 B:
Reference to Tribunal of cases against managerial personnel.
• SECTION 388C:
Interim order by Tribunal.
• SECTION 408:
Appointment a completely new board or appointment of additional directors
once approved by the Company Law Board (CLB)
SECURITIES CONTRACT REGULATION ACT
• Non-compliance with the listing agreement invites sanctions under the
Securities Contracts (Regulation) Act (SCRA) which include imprisonment
and fines.
• The SCRA independently imposes an obligation to maintain books of
accounts or records as per the terms of the listing agreement.
• Violation of these terms may lead to a penalty of Rs 1 lakh for each day of
violation or Rs 1 crore whichever is lesser.
• The SCRA also provides that if a company fails to comply with the listing
conditions or commits a breach thereof, it shall be liable to a penalty up
to Rs 25 crore.
SEBI ACT ,1992-15G. PENALTY FOR INSIDER TRADING.
• If any insider who, -• (i) either on his own behalf or on behalf of any other person, deals
in securities of a body corporate listed on any stock exchange on the basis of any unpublished price-sensitive information; or
• (ii) communicates any unpublished price-sensitive information to any person, with or without his request for such information except as required in the ordinary course of business or under any law; or
• (iii) counsels, or procures for any other person to deal in any securities of any body corporate on the basis of unpublished price-sensitive information,
• Shall be liable to a penalty not exceeding five lakh rupees.
INDIAN PENAL CODE
• SECTION 120 B :
Punishment of criminal conspiracy
• SECTION 409 :
Criminal breach of trust by public servant, or by banker, merchant or agent
• SECTION 420:
Cheating and dishonestly inducing delivery of property
• SECTION 468:
Forgery for purpose of cheating
• SECTION 471:
Using as genuine a forged document or electronic record
Criminal Prosecution
• Failure to comply with Adjudication Officer’s orders attracts penalty
of:
– Imprisonment of at least one month, and upto ten years; or
– Fine of upto another Rs. 25 crores; or
– Both
• New concept of private prosecution in the SCRA
• Sessions Court alone may try offences
49
Immunity Power
• GOI may provide immunity from any penalty or prosecution .
• Immunity may be issued only on recommendation by SEBI.
• Raju can turn approver
CLASS ACTION
• Class action is a law suit brought on behalf of a class
or group of people who are harmed in similar
manner by an individual , group or body.
• Useful for people with economic losses small
enough to hire a lawyer individually
• Lawyers don’t charge but get a share of
compensation.
THE TAX ANGLE
• Till 2005 , satyam enjoyed complete exemption of
taxes under 80 HHC.
• Tax exemption to IT under sec 10 A- Software
technology park scheme.
• Hence satyam needs to repay and resettle the
deduction unduly enjoyed.
However the dark cloud is with a silver lining……
THE MANAGEMENT PERSPECTIVE
• Corporate governance
• Comparison with similar cases
Role of Auditor
• According to law there should be an external and an internal auditor(can be outsourced)
• Job is to check whether processes are being followed and are accurate and adequate
• One of the key audit test is to validate firm’s cash and bank balances(what was PwC doing)
• Dec 05 - RBI bars PwC from bank audits after it found that the firm under-provided for non-performing assets of Global Trust Bank
• Mar 06 - Out of court settlement with shareholders of Internet Company E-district
• Mar 07 - Raid by Russian Ministry in criminal cases related to oil firm OAO Yukos
• July 07 - Paid $225 million to shareholders of Tyco international after proved guilty of accounting fraud
• July 08 - Facing a probe at Scottish Mineral water subsidiary for inability to spot $90 m fraud
And Now the Satyam Fiasco
In the trap..PwC
• One of the big four Auditors world wide ( Revenues of $28 Bn)
• Arthur Andersen(child of PwC) & Enron -Year 2001-02• Evading Income tax & Service tax in at least two cases
of tax evasion.• Imp thing to note that How could PwC have no clue
of inflation of Balance sheet to 5,040 crores since yrs and DSP ML realizing it in less than 2 weeks
Wary Investors exit PwC Clients
• Investors brought shares of other companies in the same sector
• Out of 100 clients of PwC, most companies share fell by 5-15%.
• Risk of Reputation• The ICAI & RBI stand on this
What’s on currently….• CA ministry dissolved the Satyam Board and
announced new members• 3 more members-chief mentor of CII Tarun
Das, ex-president of ICAI T N Manoharan and S Balkrishna Mainak of LIC
Deepak Parekh
Former HDFC Chairmam
Kiran karnik
Former NASSCOM Chairmam
C Achutan
Former SEBI Member
What after that:
• Board says No to financial Bailout package
• Lazard sold its 5.3 % stake
• KPMG and Deloitte appointed as auditors but will be working through Indian subsidiaries
Other Options for the Government
• Satyam to be broken up into pieces BPO, Verticals, Service Lines• Stabilize Satyam and merge with bigger IT firm
( as L & T hike in its stake)• The new team may fight back to retain the
existing clients and once everything settled may emerge again
In the News..
Thankyou