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Satyam-Maytas deal: A mockery of corporate governance
In short, the entire episode of attempt to purchase of Maytas by Satyam was nothing but making mockery of the concept of corporate governance in India, the very definition of which ie fairness, transparency and accountability has failed here
THOUGH UNDER pressure from Mutual Funds and minority stakeholders, India’s fourth largest software company Satyam Computer has finally called off the decision to purchase 51 per cent stake in Maytas Infrastructure and 100 per cent stake in Maytas properties but it has raised serious issues which otherwise was not seen in Indian Inc. Issues of corporate governance arises due to this failed attempt of the deal is most serious.

Corporate governance, the word which is probably least understood by retail investors and which is ’fine read’ by top brasses of companies has made its importance felt less than a decade back when big iconic names like Enron Corporation and World Com were enmeshed in the history as their top management has grossly ignored the concept of corporate governance. In simple term corporate governance is about promoting corporate fairness, transparency and accountability. Corporate governance makes the whole structure of the company more accountable towards each stakeholder, whether it is majority or minority. Practice of corporate governance is to make the proper disclosure to the stakeholders about each strategic decision so that stakeholders and market can reward the good decisions and punish the bad decisions. So in fact if any company is following the proper corporate governance practices it works as correcting mechanism for the company in case of wrong decisions and helps the company to take corrective life saving action within time.

So how can the attempt of CEO of Satyam computer, Ramalinga Raju, to purchase the twin company Maytas infra and Maytas properties be regarded as an attempt to made mockery of the principles of corporate governance?

First of all, the decision was not announced taking into confidence all the stakeholders of the company. Secondly, the twin Maytas companies are being the companies run by the family members of Ramalinga Raju only and it was told that his two sons are major interested party in the twin companies. Thirdly, the deal would have made the cash reach company Satyam into a debt ridden company as it’s entire holding of $1.3 billion cash would have gone to Maytas Properties (where promoters were 100 per cent holding) and in Maytas Infrastructures. Fourthly, Ramalinga Raju was holding only 8.5 per cent stake of Satyam computer so how can he take decisions of transferring its cash to a company owned by his son without asking the rest of the 91.5 per cent stake holders? Fifthly, in the name of diversification from software to entirely new area of reality why has a relatively new company Maytas been chosen when several other big players are still there? Sixthly, is it really time to go for shopping in a sector where the economic slowdown is at its severest form?

If you leave the bad performance due to recession, since every industry is suffering out of which, the failed deal of Satyam-Maytas is the story of how anybody having a stake of just over 8.5 per cent stake can ignore the interest of fragmented share holders who account for 91.5 per cent.

So where is the fairness when you are not wanting to bring the resolution in the EGM as you know that it can not get passed in the EGM and announcing the decision almost unilaterally on the ground that you are a majority (8.5 per cent) stake holder?

So where is the transparency when your action suggests that you are trying to make a company sitting on cash into a debt ridden company ignoring the interest of rest of stakeholders?

And where is accountability when you are not scared of shareholder’s and dare to overlook the interest of minority stake holders who actually are majority shareholders?

In short, the entire episode of attempt to purchase of Maytas by Satyam was nothing but making mockery of the concept of corporate governance in India, the very definition of which i.e. fairness, transparency and accountability has failed here.

Already shaken, Indian software industry is working under tremendous pressure owing to worldwide recession and such an act of a leading software company is going to give a signal to the market that for these ’soft’ companies future is not as rosy as of their golden age of previous few years, at least not in near future. Meanwhile, shareholders of Satyam are in confused state about the future of the company, whether company will remain a software company or whether it will migrate into such a domain where software business will not be major earning player for Satyam? Almost 30 per cent loss of share price in India and above 50 per cent abroad (ADR) on Wednesday confirms the confused status of investors of Satyam. By the way, Satyam and Maytas are alter-egos only if you read Satyam from right to left you will find Maytas only. Isn’t it?

COMMENTS (11)
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nitin
brief n explanatory
nitin
brief n explanatory
aishani
good opinionated journal... informative
aishani
good opinionated journal... informative
mmjuneja
awed
Ram
Satyam is Fuddu company
Ram
Satyam is Fuddu company
mukul
good
Rajesh
Hi, The story is true that the Board had decided on the deal and it is also true that the Board retracted its decision based on investor' feedback. I guess the Board had just announced its intent to acquire and all of us know there is a multi-stage process between announcing intent to acquire and finally signing on the dotted lines. I guess the company would have taken necessary feedback from investors / stakeholders and by law would have had to clear all proecudures as per SEBI regulations. The media back home in India has hyped the entire episode and had taken the case to the investors with a biased agenda, even before the company' management could present the case to the investors' for their feedback, which was the obvious next step for the company. As a professional who worked closely with Satyam' Top Management for about 10 years before moving to another company due to locational constraints, i can vouch for the credibility of Mr. Raju. He is one of the finest business leaders our country has produced. He is a business man who gives stakeholder delight utmost priority and this includes the society at large. One needs to read about Satyam Foundation and Byrraju Foundation to know about this. I think its time that we stop tampering and tarnishing the image of One of our Ivy League firms and look at ways to promote our industry and economy during these challenging times of economic recession.
arunkumar.k
It seems that the company has seperate legal entity from it's promoters has not been not been delt serious by CEO of Sathyam Computers
Srinivas Vedula
What else can you expect from greedy corporate families? It is strange that these are the very people who speak in various events and conferences on corporate governance and claim that they practice corporate ethics. Interesting case study for MBA guys- how to kill a Brand? Do not walk the talk.
merinews for RTI activists

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