You can fool some of the people all of the time, and all of the people some of the time, but you can not fool all of the people all of the time. - Lincoln
Here’s a recap of what happened in the past month.
December 16: Software major Satyam decided to buy Maytas Properties for USD 1.3 billion & 51% stake in Maytas Infra for USD 0.3 billion. Satyam’s ADR plunged 55%
December 17: Satyam called off the deal; stock was down 30%, Maytas locked at 20% down circuit
December 18: Satyam announced Board meeting on December 29 to consider buyback
December 19: Post Maytas U-turn, Upaid filed motion against Satyam for USD 1.1 billion. Earlier in October, Satyam had filed a case against Upaid alleging it of ‘business disparagement’
December 23: World Bank admitted to put a ban on Satyam for data theft
December 25: Mangalam Srinivasan, Non-executive and independent Director resigned
December 26: Maytas ended its downward journey of six consecutive circuits
December 28: Prof. Krishna G Palepu, Non-executive Director and Mr. Vinod K Dham, Non-executive and independent Director of the company resigned
December 29: Satyam Board meeting postponed to January 10
January 3: A sale of pledged shares by lenders of the Ramalinga Raju family led to the family’s stake in Satyam falling to 4.4% from 8.27%
January 6: Satyam clarified news item of merger with Tech Mahindra; ILFS announced sale of 2.45 crore equity shares of Satyam
January 7: Mr. B Rama Raju, Managing Director, admitted fraud; resigned; Satyam books inflated of Rs 5040 crore; DSP Merrill Lynch terminated its engagement with the company. Satyam down 78%
In this period, Satyam has lost market cap from Rs 15183 crore to Rs 2662 crore, a fall of 82%. It has certainly raised questions on corporate governance standards of Indian companies. If one looks at the whole scenario, then it is clearly visible that Satyam never had cash of USD 1 billion. By buying Maytas, Raju wanted to transfer company’s dummy entry of cash reserves from Satyam’s book to Maytas balance sheet. However, strong opposition evident from its ADR fall forced Raju to take a U-turn and then the stock started falling like a pack of cards. Raju revealed that balance sheet figures were manipulated for the last six quarters. It is indeed a sad day for the Indian markets. Satyam’s historic journey ends on a tragic note.
Following is the text of the letter Raju wrote to the Satyam board:
From B. Ramalinga Raju
Chairman, Satyam Computer Services Ltd.
January 7, 2009.
Dear Board Members
"It is with deep regret and tremendous burden that I am carrying on my conscience, that I would like to bring the following facts to your notice:
1. The Balance Sheet carries as of September 30, 2008,
a) Inflated (non-existent) cash and bank balances of Rs 5,040 crore (as against Rs 5,361 crore reflected in the books);
b) An accrued interest of Rs 376 crore, which is non-existent
c) An understated liability of Rs 1,230 crore on account of funds arranged by me; d) An overstated debtors' position of Rs 490 crore (as against Rs 2,651 reflected in the books);
2. For the September quarter(Q2) we reported a revenue of Rs 2,700 crore and an operating margin of Rs 649 crore(24 per cent of revenue) as against the actual revenues of Rs 2,112 crore and an actual operating margin of Rs 61 crore (3 per cent of revenues). This has resulted in artificial cash and bank balances going up by Rs 588 crore in Q2 alone.
The gap in the balance sheet has arisen purely on account of inflated profits over several years (limited only to Satyam standalone, books of subsidiaries reflecting true performance).
What started as a marginal gap between actual operating profit and the one reflected in the books of accounts continued to grow over the years.
It has attained unmanageable proportions as the size of the company operations grew significantly (annualised revenue run rate of Rs 11,276 crore in the September quarter, 2008, and official reserves of Rs 8,392 crore).
The differential in the real profits and the one reflected in the books was further accentuated by the fact that the company had to carry additional resources and assets to justify a higher level of operations thereby significantly increasing the costs.
Every attempt made to eliminate the gap failed. As the promoters held a small percentage of equity, the concern was that poor performance would result in the takeover, thereby exposing the gap. It was like riding a tiger, not knowing how to get off without being eaten.
The aborted Maytas acquisition deal was the last attempt to fill the fictitious assets with real ones. Maytas' investors were convinced that this is a good divestment opportunity and a strategic fit.
One Satyam's problem was solved, it was hoped that Maytas' payments can be delayed. But that was not to be. What followed in the last several days is common knowledge.
I would like the board to know:
1. That neither myself, nor the Managing Director (including our spouses) sold any shares in the last eight years - excepting for a small proportion declared and sold for philanthropic purposes.
2. That in the last two years a net amount of Rs 1,230 crore was arranged to Satyam (not reflected in the books of Satyam) to keep the operations going by resorting to pledging all the promoter shares and raising funds from known sources by giving all kinds of assurances (statement enclosed only to the members of the board). Significant dividend payments, acquisitions, capital expenditure to provide for growth did not help matters. Every attempt was made to keep the wheel moving and to ensure prompt payment of salaries to the associates. The last straw was the selling of most of the pledged shares by the lenders on account of margin triggers.
3. That neither me nor the managing director took even one rupee/dollar from the company and have not benefited in financial terms on account of the inflated results.
4. None of the board members, past or present, had any knowledge of the situation in which the company is placed. Even business leaders and senior executives in the company, such as, Ram Mynampati, Subu D, T R Anand, Keshab Panda, Virender Agarwal, A S Murthy, Hari T, S V Krishnan, Vijay Prasad, Manish Mehta, Murli V, Shriram Papani, Kiran Kavale, Joe Lagioia, Ravindra Penumetsa, Jayaraman and Prabhakar Gupta are unaware of the real situation as against the books of accounts. None of my or managing directors' immediate or extended family members has any idea about these issues.
Having put these facts before you, I leave it to the wisdom of the board to take the matters forward. However, I am also taking the liberty to recommend the following steps:
1. A task force has been formed in the last few days to address the situation arising out of the failed Maytas acquisition attempt. This consists of some of the most accomplished leaders of Satyam: Subu D, T.R. Anand, Keshab Panda and Virendra Agarwal, representing business functions, and A S Murthy, Hari T and Murali V representing support functions. I suggest that Ram Mynampati be made the chairman of this Task Force to immediately address some of the operational matters on hand. Ram can also act as an interim CEO reporting to the board.
2. Merrill Lynch can be entrusted with the task of quickly exploring some merger opportunities.
3. You may have a 'restatement of accounts' prepared by the auditors in light of the facts that I have placed before you.
I have promoted and have been associated with Satyam for well over 20 years now. I have seen it grow from few people to 53,000 people, with 185 Fortune 500 companies as customers and operations in 66 countries. Satyam has established an excellent leadership and competency base at all levels. I sincerely apologise to all Satyamites and stakeholders, who have made Satyam a special organisation, for the current situation. I am confident they will stand by the company in this hour of crisis.
In light of the above, I fervently appeal to the board to hold together to take some important steps. Mr. T.R. Prasad is well placed to mobilise a support from the government at this crucial time. With the hope that members of the Task Force and the financial advisor, Merrill Lynch (now Bank of America), will stand by the company at this crucial hour, I am marking copies of the statement to them as well.
Under the circumstances, I am tendering the resignation as the chairman of Satyam and shall continue in this position only till such time the current board is expanded. My continuance is just to ensure enhancement of the board over the next several days or as early as possible.
I am now prepared to subject myself to the laws of the land and face the consequences thereof.
(B Ramalinga Raju)
Copies marked to: 1. Chairman SEBI 2. Stock Exchanges.
Satyam Computers Chief Ramalinga Raju's revelations about a Rs40 billion fraud committed by him have sent shock waves across the corporate world. India Inc's biggest fraud is bound to have a ripple effect on many sectors. The Indian IT outsourcing industry, which is thriving on the goodwill and reputation it has built over a period of time among the global clients, is expected to bear a major brunt of the Satyam episode in coming quarters.
The market capitalisation of Satyam fell to Rs 1,607.04 crore today from Rs 15,262 crore at the end of trade on December 16, 2008, the day when Satyam announced an $1.6 billion acquisition deal of two firms promoted by the kin of IT firm's former chairman Ramalinga Raju. However, the company aborted the deal hours later after the investors dissent. The meltdown in the scrip wiped off as much as Rs 13,655 crore in just 19 trading sessions.
The share price of Satyam plunged to Rs 23 from over Rs 200 levels on December 16, when the fiasco began. Investors received a rude shock on January 7, when Ramalinga Raju tendered his resignation and confessed to close to Rs 7,800 crore accounting fraud in the company. The stock had nosedived close to 80 per cent to Rs 39.95 after the starking revelations on that day.
At least 12 class action lawsuits have been filed in the US Federal Courts on behalf of shareholders who purchased American Depository Receipts (ADRs) of Satyam Computer Services between January 6, 2004 and January 6, 2009.
The Govt. had to step in, dissolve the board and has nominated noted banker Deepak Parekh, IT expert Kiran Karnik and former SEBI member C Achuthan to Satyam Computer's Board. The new board will meet at Hyderabad to chart out the future course of action.
With a big questions mark on its cash position and a minimum outgo on salary estimated at Rs 500 crore a month, Satyam may lay off over 10,000 employees next month, says a recruitment firm. On the day the scandal was unearthed, 15,000 resumes were uploaded on the net on job websites.
The Auditing firm PWC has tried to stay away and has not made a lot of public statements. It is not possible to do a scam of this magnitude year after year without having the auditors in cohots. PwC does not seem to have learned anything with Enron, MCI and others that they are yet again in the eye of the storm. The RBI has blacklisted PwC in the list of recommended auditing firms for the banking industry.
With no companies seeming to be coming forward to take over Satyam, the future of Satyam seems bleak.
