Many of us have been following the high drama at Satyam, till last week one of the nation’s prized technology companies and if you believed an award it received three months ago, one of the best governed too.
Of course, none of it is true. So much for these nonsensical corporate awards presented with little or no scrutiny. The World Council for Corporate Governance, which gave out the award, ought to have known better. Days after the Satyam scandal broke, the World Bank leveled
bribery allegations against Satyam, saying the Hyderabad company had offered improper benefits to the bank’s staff. It also blacklisted Satyam for eight years.
The truth is, Satyam was managed as a fiefdom of the Raju family. How else could a company use hundreds of crores of its (and its stockholders’) cash, and stock, to bail out failing companies of CEO B Ramalinga Raju's two sons? How else could it do so without even a verifiable audit and valuation of the Maytas companies? How else could a computer services firm wander into dangerous real estate business without any meaningful study of the potential or indeed the risks?
The most egregious role in this whole affair has been that of the independent directors. They appear to have freely backed the Raju family, which owns only 8.61% of the company. The independent directors did not question the propriety of the decision; and they did not question the business sense of the decision. I am curious to know why then were they on the board?
One independent director, Mangalam Srinivasan, has resigned owning moral responsibility for her failure to protect shareholders. Two others have quit after keeping quiet for days together. Vinod K. Dham, famous for architecting Intel’s Pentium chip in the 1990s, first called for a special board meeting after the acquisition bid backfired and quit over the weekend; so did Dr. Krishna G. Palepu, a renowned professor at Harvard Business School. Since this was first published, Mendu Rammohan Rao, dean of the Indian School of Business in Hyderabad, also has quit and many analysts more board members to resign.
B Ramalinga Raju, the Satyam CEO and one of the world’s richest men, may have gotten away with his audacious acquisitions but for the shareholder revolt by led by big foreign institutions, which own nearly 47% of Satyam stock. They came down on Satyam like a ton of bricks. Within 24 hours, Raju was
forced to go back on the acquisitions. By the time, the Satyam stock had taken a big hit – nearly 40% -- and its reputation a lot more.
Satyam's board meeting, scheduled for today, has been deferred to Jan. 10. But, as the battle rages, two things loom.
One, a possible
takeover of Satyam by another outsourcing company, maybe an American one; and two, the ouster of Raju and most of his family from the company’s board. That alone would be a just ending to a sordid corporate saga. Nothing less should suffice and investors should accept nothing less.