Professional Documents
Culture Documents
& CORPORATE GOVERNANCE
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THE SATYAM CASE
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T.N.Manoharan
Dean’s Distinguished Visitor, USQ
CHALLENGING TIMES
• Number of financial statement frauds on increase
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• Frauds against organizations are increasing
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• Some recent frauds involve multiple individuals
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colluding to defraud
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• Many investors have lost confidence
• More interest in fraud than ever before ‐now a
course on many university campuses
• Forensic accounting and auditing/ IT Systems Audit
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‐ Security/Controls/risks assessment
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Fraud is a Costly Proposition
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• Fraud Losses Reduce • Fraud Robs Income
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Net Income $ for $
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• If Profit Margin is 10%,
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Revenues $100 100%
Expenses 90 90%
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Revenues Must
Net Income $ 10 10%
Increase by 10 times Fraud 1
Losses to Recover Effect Remaining $ 9
on Net Income To restore income to $10, need
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– Revenue….$1 Billion
income.
Impact of Fraud ‐Two Examples
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• General Motors • Bank
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– $100 Million Fraud
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– $436 Million Fraud
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– Profit Margin = 10% – Profit Margin = 10 %
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– $4.36 Billion in Revenues – $1 Billion in Revenues
Needed Needed
– At $20,000 per Car, – At $100 per year per
218,000 Cars Checking Account, 10
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Million New Accounts
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Fraud leads to Stock value crash
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• Financial statement fraud causes a decrease in
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market value of stock of approximately 300 to
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1,000 times the amount of the fraud.
_ $2 billion drop in
$7 million fraud
stock value
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Types of Fraud
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• Fraudulent Financial
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The common element
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Statements is deceit or trickery!
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• Employee Fraud
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• Vendor Fraud
• Customer Fraud
• Investment Scams
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• Bankruptcy Frauds
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• Miscellaneous
Financial Statement Frauds
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Satyam
First in India
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_ • Madoff
• Many others
(Cendant,
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Lincoln Savings, ESM, Anicom,
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Waste Management,
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Sunbeam, etc.)
Satyam Case‐ Basic Facts
• Fourth largest Indian IT Company listed in India & US
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• Over US $ 2 billion annual revenue size Co
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Established in mid 1980s, grown to 53,000 employees;
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• 600 plus customers including 185 fortune 500 Cos
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• Operations in 66 countries across the globe
• Financial advisor: Merrill Lynch (now Bank of America)
• Auditors: Price Water House Coopers
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• Bankers: Citi bank; BNP Paribas, HSBC & HDFC
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Confession – January 7th , 2009
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Chairman Raju’s Version
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• Inflated billing to customers
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• Non‐existent cash & bank balances $ I bn
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• Overstated Debtors $ 100 million
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• Operating margin shown high at 24% in Q2 (Sept 2008)
as against 3% real profit margin
• Such manipulation done in earlier years( 6 yrs‐$ 1.2
Bn)
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• Increased costs to justify higher level of operations
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• Attempt to merge Son’s Company ‘Maytas’ with huge
land Bank to bridge the gap failed
Why Confession ?
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• Recession drained the liquidity to run the show
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• Out standings were piling up
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• Since listed in US, SEC rigors would take over
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• Unmanageable gap between actual and book profit
• “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 a take‐over,
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thereby exposing the gap. It was like riding a tiger, not
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knowing how to get off without being eaten”.
Consequences of confession
• Investors‐ Panicked as Stock plummeted &
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Class action suits filed in US
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• Employees‐ stranded in many ways‐ morally, financially,
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legally and socially
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• Customers‐ shocked and worried about the project
continuity, confidentiality and cost over run
• Bankers ‐ concerned about recovery of financial and non‐
financial exposure and recalled facilities
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• Government‐ worried about image of the Nation & IT
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Sector affecting faith to invest or to do business
Action after Confession
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• Chairman, MD and CEO, CFO, Chief accountant and two
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of his associates arrested
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• Two Partners of PW (Audit Firm) were also arrested
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• Options before Government: i. Allow market forces to
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decide; ii. Announce bail out plan; iii. Think out of the box
• Government dissolved existing Board &
nominated 6 of us
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• Gave us complete freedom
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Prioritized Plan of Action
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Restore cash flow to secure Financial Stability
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• Customer retention and infuse confidence to continue
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• Employee motivation and Management restructure
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• Legal advisors‐ In India and USA appointed
• Internal audit entrusted to an external firm
• Management Consultants and Board Advisors appointed
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• Forensic investigation to facilitate restatement of
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accounts initiated
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SWOT Analysis
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WEAKNESS
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• World class infrastructure • Tainted image
• Leadership and talent pool • Class action suits
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• Premium Customers • Silos in management structure
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• Low debts • Third party claims
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OPPORTUNITIES
• Investigating agencies • Pledge assets to raise funds from
• Media Banks
• Revenue Department • Persuade clients to pay up
• New tendering-BGs, Solvency • Create charge on receivables to
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For about 15 weeks there was no owner in control
Modus Operandi
• Held weekly Board meetings‐TN was
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stationed at Satyam round the clock
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• Raised $135 million from 2 banks to
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supplement internal accruals
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• Cleared all statutory dues; Paid global salary including
insurance and taxes; Released payments to other dues
• Kept meeting, talking to and reaching out to employees
and customers
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• Video clippings; teleconference calls; personal meetings;
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E‐News letter & Weekly Bulletin
Two critical options
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• Continue to run the Business, clean up and restate the
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accounts, re‐audit, enable valuation, due‐diligence and
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offer for take over; or
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• Immediately identify a strategic investor who will infuse
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capital and take over control & management
• Chose the second option after due deliberation
• Investment Bankers appointed, Bidding process set in
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motion with Former Chief Justice of India as Observer
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• SEBI and CLB were moved for appropriate relaxations
Bidding Process
• Press release on 9th March inviting registration
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• RFP was sent to 141 registered‐ only 10 submitted EOI
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• Out of 10, 7 met the criteria and were sent documents
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for execution
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• 5 submitted documents but later 2 withdrew for want
of internal approvals leaving 3 in race
• Thus, WL Ross; L&T and Tech Mahindra competed
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• Information had to be given to Bidders to facilitate
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quoting price per share for preferential allotment
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Strategic Investor Selection
• Virtual and Physical data room created
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& access provided
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• Site inspection of 2 main campuses arranged
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• Management presentation made for each bidder
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exclusively show casing the facts and potentials;
• Conference call slots were given to clarify on legal
matters and again on financials separately
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• One meeting between each of the bidders and the
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Government nominated board on 3rd April
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• Technical and Financial bids received on 13th April and
highest bidder Tech Mahindra selected
Prime Minister’s Appreciation
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Factors that contribute to Fraud
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• Greed‐Ethical values given a go by
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• Executive incentives
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• Stock market expectations
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• Nature of accounting rules
• Audit failures‐ Internal & External
• Aggressiveness of investment banks, commercial banks,
Rating agencies & investors
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• Weak Independent directors and Audit committee
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• Whistle blower policy not being effective
How did Satyam scam happen?
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• Ambitious growth drive
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• Audit failure‐ example., External confirmations of Bank
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balances not properly done
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• Deceptive reporting practices—lack of transparency
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• ESOPs issued to those who prepared fake bills
• Excessive interest in maintaining stock prices
• High risk deals that went sour
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• Above all, greed and lack of ethical values.
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ROAD AHEAD
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Corporate Lessons to be learnt
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• Rotation of audit firm vs rotation of audit partner
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• Strengthening of Quality review (Peer review)
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• Joint Auditors to audit companies beyond a size
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• Internal audit of Financials by an external firm
with undiminished scope
• Composition of Board and quality & qualification
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of Independent Directors
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Corporate Lessons to be …
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• Audit Committee meetings‐adequacy of
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notice and adequacy of duration
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• Criteria for remuneration to Key Personnel
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• Effective ‘whistle blower policy’ in place
• Focus on ‘Intangibles’ & ‘Tangibles’ follow
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• Education on Ethical values
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Moral Lessons for recapitulation
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• Humility helps while Ego hurts
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• Think of a Rainy day, always
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• Distinguish between opportunities
and temptations
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• Build quality teams and enable succession
• Adapt with technology/knowledge changes but
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stay static on fundamentals
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• Listen to your head in complying with law and to
your heart in dealing with people
Moral Lessons for …
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• Many good things done get washed away in one
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bad conduct
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• To live beyond your age ‐ Love people and use
wealth
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• Ability may take you to the top
but it takes Character to stay there
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• Nothing is impossible, if attempted with nobility
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