Satyam Fiasco has raised several eyebrows against the credibility of corporate governance in Indian corporate entities. This is not the first time that companies promoted by family groups defraud the investors. But Satyam has a different face because the Chairman himself admitted the fraud and wrote to the Board of Directors and the Capital Market Regulator about the manipulations which have made all regulatory frameworks a mockery. The first corporate governance issue came up on account of the ‘conflict of interest’ in the case of AF Fegusson who acted as auditor and consultant to the Tata Finance Limited in which case the TFL Managing Director had committed financial manipulations which the auditor had failed to bring out. In the case of Satyam, the financial manipulations amounted to about Rs.7000 crores. These manipulations were in the form of understatement of liabilities and inflated cash balance. Satyam reported a net profit of Rs. 649 crores whereas the real profit was only Rs.61 crores. The website of the company shows that the revenue for Q2 of 2008 had gone up by 38.8 per cent and Net Profit had gone up by 42 per cent on a YoY basis. The quarterly results had been filed with stock exchanges, SEBI, and the other stakeholders in compliance with the statutory requirements. It is also stated that the audited financial statements had been prepared in compliance with the Indian GAAP, US GAAP and IFRS guidelines. While the standalone financial statement under Indian GAAP is audited by Price Waterhouse Coopers (PWC), one among world’s four leading audit firms, the other statements are unaudited. This reminds me the role of Arthur Anderson in the case of Enron where, Anderson became a party to hiding the real financial position of Enron. Consequently, the audit wing of Anderson had to be closed down.
Another interesting aspect of Styam story is that two academicians were on the Board of Satyam. They were not mere academicians, but were from two leading business schools. While Prof. Rammohan Rao was from the Hyderabad based Indian Business School, which is the leading business school in India, Prof. Krishna Paleppu was from the famous Harvard Business School. Prof. Rao also held various important positions in various bodies in India where as Prof. Paleppu is professor in Harvard and corporate governance happens to be one of his primary areas of interest. Now I am wondering how these eminent personalities failed in ensuring the implementation of the declared corporate governance practices of the company? They were considered to be independent directors, but their actions raise doubts about their independent functioning. The company’s corporate governance statement for 2007 shows that an audit committee was functioning overseeing the financial reporting and disclosure process as also the ensuring the sufficiency, correctness and credibility of the financial statements. It is also seen that Prof. Rammohan Rao was a member of the audit committee. How far the audit committee was committed to the responsibilities thrust upon them?
The statutory auditors of Satyam were PWC. With my two years experience as internal auditor of a leading commercial bank in the private sector, I fail to understand the principles of audit followed by the auditors of PWC. Normally auditors insist on a certificate of balance from the company’s bankers and the banks balance as per the balance sheet should tally with the balance as revealed by this certificate. Wherever the balance does not tally, the company has to prepare a reconciliation statement and produce before the satisfaction of the auditors. Similarly the liabilities were understated. Now the question is how the auditors were satisfied with the company’s statements. Did they blindly believe the company? Or did they physically verify documentary evidences in support of company’s claims. Mr. Ramalinga Raju’s letter to the Board reveals that the practice of inflating the profit was vogue in the company for the last several years. If this is true, how the auditors’ failed to find out this manipulation and bring this in their report? PWC owes answer to the investors because they have certified the company’s financial statements.
Satyam episode pulled down the stock market indices heavily. Sensex lost 7.25 per cent and NSE lost 6.18 per cent on a single day consequent to the revelation of financial manipulation and Ramalinga Raju’s resignation from the Board. Satyam lost over 70 per cent in the market. Now the fate of over 50,000 employees of Satyam is in doldrums. The investors who had great faith in Satyam lost heavily in this game. The clients have already expressed their reactions by blacklisting the company. Now how will compensate the investors?
I have great appreciation towards Mr. Ramalinga Raju because he was bold enough to openly admit which otherwise would have remained in the dark corridors resulting into damages at a much higher scale. I feel that Mr. Raju is not as much guilty as the independent directors and the auditors. It is unbelievable that the financial manipulations of this much magnitude went unnoticed by the colleagues of Mr. Raju. Probably, Mr. Raju may be trying to save all his colleagues by owning up the whole responsibility. By this action he has exhibited the qualities of a true leader. However, these actions do not dilute the gravity of the offence he committed and the law has to take its own course. It is high time that we should redefine the punishments to financial offences by enhancing the value of punishments so as to make it costlier to pay the penalty than compliance of rules and regulations (now it is the other way).
Another interesting aspect of Styam story is that two academicians were on the Board of Satyam. They were not mere academicians, but were from two leading business schools. While Prof. Rammohan Rao was from the Hyderabad based Indian Business School, which is the leading business school in India, Prof. Krishna Paleppu was from the famous Harvard Business School. Prof. Rao also held various important positions in various bodies in India where as Prof. Paleppu is professor in Harvard and corporate governance happens to be one of his primary areas of interest. Now I am wondering how these eminent personalities failed in ensuring the implementation of the declared corporate governance practices of the company? They were considered to be independent directors, but their actions raise doubts about their independent functioning. The company’s corporate governance statement for 2007 shows that an audit committee was functioning overseeing the financial reporting and disclosure process as also the ensuring the sufficiency, correctness and credibility of the financial statements. It is also seen that Prof. Rammohan Rao was a member of the audit committee. How far the audit committee was committed to the responsibilities thrust upon them?
The statutory auditors of Satyam were PWC. With my two years experience as internal auditor of a leading commercial bank in the private sector, I fail to understand the principles of audit followed by the auditors of PWC. Normally auditors insist on a certificate of balance from the company’s bankers and the banks balance as per the balance sheet should tally with the balance as revealed by this certificate. Wherever the balance does not tally, the company has to prepare a reconciliation statement and produce before the satisfaction of the auditors. Similarly the liabilities were understated. Now the question is how the auditors were satisfied with the company’s statements. Did they blindly believe the company? Or did they physically verify documentary evidences in support of company’s claims. Mr. Ramalinga Raju’s letter to the Board reveals that the practice of inflating the profit was vogue in the company for the last several years. If this is true, how the auditors’ failed to find out this manipulation and bring this in their report? PWC owes answer to the investors because they have certified the company’s financial statements.
Satyam episode pulled down the stock market indices heavily. Sensex lost 7.25 per cent and NSE lost 6.18 per cent on a single day consequent to the revelation of financial manipulation and Ramalinga Raju’s resignation from the Board. Satyam lost over 70 per cent in the market. Now the fate of over 50,000 employees of Satyam is in doldrums. The investors who had great faith in Satyam lost heavily in this game. The clients have already expressed their reactions by blacklisting the company. Now how will compensate the investors?
I have great appreciation towards Mr. Ramalinga Raju because he was bold enough to openly admit which otherwise would have remained in the dark corridors resulting into damages at a much higher scale. I feel that Mr. Raju is not as much guilty as the independent directors and the auditors. It is unbelievable that the financial manipulations of this much magnitude went unnoticed by the colleagues of Mr. Raju. Probably, Mr. Raju may be trying to save all his colleagues by owning up the whole responsibility. By this action he has exhibited the qualities of a true leader. However, these actions do not dilute the gravity of the offence he committed and the law has to take its own course. It is high time that we should redefine the punishments to financial offences by enhancing the value of punishments so as to make it costlier to pay the penalty than compliance of rules and regulations (now it is the other way).
Incidentally, Satyam is the winner of Golden Peacock Global Award for Excellence in Corporate Governance. They had also won award for best learning centre from American Society for Training and Development and another award for Corporate Social Responsibility. I am wondering weather this is the type of corporate governance and corporate social responsibility for which awards and recognitions are being given?
While concluding, the following questions still remain in my mind:
(1) What is the value of corporate governance principles declared by the companies? As an investor how much can I believe them?
(2) What is the role of independent directors on the board of companies? How much they are accountable?
(3) What is the function of the audit committee of the Board constituted as per the corporate governance guidelines? How much they are statutorily accountable to the regulator, investors and the stakeholders?
(4) How far investors can rely on audit reports? What is the sanctity of audited financial statements?
(5) What is the role of academicians in the boards of companies? How do they justify their actions to their students whom they teach good governance and corporate ethics? Are they using their expertise for the benefit of the company?
(6) What is the role of market regulator? How are they going to protect the investors? How are they going to fix accountability with the auditors and company directors?
(7) As an investor whom can I trust now? Is it the company? Is it the independent directors? Is it the market regulator? How far my investments in equity and equity related investments are safe?
(8) What would be the penal action against Mr. Ramalinga Raju? Will it be the usual peanuts or some thing larger which would make him lose a fortune?
(9) What would be the regulatory initiative to prevent spread of this decease to other corporate entities and protect the interest of the investors?
(10) What would be the action against the auditors? Will ICAI show the courage to blacklist PWC from undertaking audit work of any corporate entities India?
While concluding, the following questions still remain in my mind:
(1) What is the value of corporate governance principles declared by the companies? As an investor how much can I believe them?
(2) What is the role of independent directors on the board of companies? How much they are accountable?
(3) What is the function of the audit committee of the Board constituted as per the corporate governance guidelines? How much they are statutorily accountable to the regulator, investors and the stakeholders?
(4) How far investors can rely on audit reports? What is the sanctity of audited financial statements?
(5) What is the role of academicians in the boards of companies? How do they justify their actions to their students whom they teach good governance and corporate ethics? Are they using their expertise for the benefit of the company?
(6) What is the role of market regulator? How are they going to protect the investors? How are they going to fix accountability with the auditors and company directors?
(7) As an investor whom can I trust now? Is it the company? Is it the independent directors? Is it the market regulator? How far my investments in equity and equity related investments are safe?
(8) What would be the penal action against Mr. Ramalinga Raju? Will it be the usual peanuts or some thing larger which would make him lose a fortune?
(9) What would be the regulatory initiative to prevent spread of this decease to other corporate entities and protect the interest of the investors?
(10) What would be the action against the auditors? Will ICAI show the courage to blacklist PWC from undertaking audit work of any corporate entities India?
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