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).
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?
