Satyam Fiasco: Corporate Governance Failure and Lessons Therefrom
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Satyam Fiasco: Corporate Governance Failure and
Lessons Therefrom
J P Singh*, Naveen Kumar**, Shigufta Uzma***
The concept of Corporate Governance (CG) is, now, more than a decade old in India.
However, the inadequacy and inefficacy of the governance framework in the country
has been espoused by the massive corporate disaster—Satyam. The fiasco has brought
into limelight the inherent shortcomings in the present corporate regulatory system
that has been benchmarked on the CG structure of the United States (US) and United
Kingdom (UK). In this backdrop, this article makes an effort to look at events that
precipitated the Satyam fiasco and the loopholes in the system that enabled the
fraud to occur. The present study also proposes to provide insights into the legislature
in formulating provisions for curbing such corporate mishaps that obliterate investor
confidence, particularly so when our country is desperate to draw on foreign capital
to propel its economic growth.
Introduction
The concept of Corporate Governance (CG) is more than a decade old in India. However, the
inadequacy and inefficacy of the governance framework in the country has been espoused by
the massive corporate disaster—Satyam. The fiasco has brought into limelight the inherent
shortcomings in the present corporate regulatory system. ‘Satyam’ that means ‘truth’ in Sanskrit
will always be remembered for, perhaps, the largest corporate scam to engulf this nation and
which may carry the label of ‘India’s Enron’ (The Economist, 2009). Possibly, the only silver lining
of this corporate catastrophe is to expose the hardcore truth of the extant CG scenario in India
to the millions of stakeholders.
Satyam Computers Services Limited (Satyam) was founded by B Ramalinga Raju in 1987, to
provide services in the Information Technology (IT) sector. It soon prospered to become the
country’s fourth largest software company with a customer base spread across 66 countries.
Stocks of Satyam were traded in the Bombay Stock Exchange (BSE), National Stock Exchange (NSE),
New York Stock Exchange (NYSE) and Euronext (Amsterdam, Europe). Satyam featured at the 185th
rank in the list of Fortune 500 companies at the time of the fiasco (The Economist, 2009).
* Professor, Department of Management Studies, Indian Institute of Technology Roorkee, Roorkee 247667,
Uttarakhand, India. E-mail: jatinfdm@iitr.ernet.in, jpsiitr@gmail.com
** Research Scholar, Department of Management Studies, Indian Institute of Technology Roorkee, Roorkee
247667, Uttarakhand, India. E-mail: navksddm@iitr.ernet.in, naveensrivastav@gmail.com
*** Research Scholar, Department of Management Studies, Indian Institute of Technology Roorkee, Roorkee
247667, Uttarakhand, India. E-mail: suzmaddm@iitr.ernet.in, shigufta.uzma@gmail.com
30 2010 IUP. All Rights Reserved.
© The IUP Journal of Corporate Governance, Vol. IX, No. 4, 2010In a shocking confession, Satyam’s Chairman B Ramalinga Raju, in his letter of January 7,
2009, unveiled the biggest corporate fraud of the history of India with manipulations involving
direct monetary implications of Rs. 7,136 cr. Further revelations by the Central Bureau of
Investigation (CBI) sequel to their enquiries extend this figure to Rs. 12,000 cr. Besides, investors
in Satyam have lost not less than Rs. 14,000 cr as per the new disclosures (Tellis, 2009).
In this backdrop, this paper makes an effort to look at events that precipitated the Satyam
fiasco and the loopholes in the system that enabled the fraud to occur. The present study also
provides insights into the legislature (that is, incidentally, debating on the new Companies Bill,
2009) in formulating provisions for curbing such corporate mishaps that completely obliterate
investor confidence, particularly when our country is desperate to draw on foreign capital to
propel its economic growth.
Satyam Fiasco Revisited
On December 16, 2008, the Satyam Board met to decide on the investment of $1.47 bn in
Maytas Properties and Maytas Infrastructure, both closely held companies under the
controllership of Ramalinga Raju (also Chairman of Satyam) and engaged in the completely
unrelated business of real estate development. The proposal was cleared by the Board which
had more than 50% representation of non-promoter directors on the Board. However, this
Board decision evoked a massive adverse reaction at the bourses and the company’s stocks
plummeted on the US stock exchanges. Market analysts perceived the proposal as a strategy
to siphon off resources from Satyam into family-run business ventures. This created panic at
the company’s headquarters and the proposed investment was called off at a reconvened
meeting of the Board on the same day (Garg, 2008). The next two days witnessed hectic activity
at Satyam’s headquarters. Four directors on the Board that included the non-executive director
Krishna Palepu and three independent directors Mangalam Srinivasan, Vinod Dham and M
Rammohan Rao, all respected personalities in corporate circles, tendered their resignation.
It was later revealed that it was the last ditch effort of saving Satyam through the Maytas deal.
It boomeranged on Raju and the corporate demise of Satyam was inevitable and imminent. Raju
had exhausted all his options leading to his confessional statement while tendering his
resignation from the Board (India Knowledge@Wharton, 2009).
Raju’s resignation was immediately followed by that of Satyam’s CFO, Srinivas Vadlamani.
Ramalinga Raju and his brother, Rama Raju, the Managing Director of Satyam, were arrested
on January 9, 2009. Satyam’s Board was disbanded by the Government of India acting through
the Company Law Board. An interim Board was appointed in proceedings on January 9/10/11,
2009 and an investigation into the affairs was initiated by Securities Exchange Board of India
(SEBI). Committed efforts by the interim Board to find an appropriate suitor bore fruit and the
deck was cleared for the takeover of Satyam by Tech Mahindra, in April 2009 (Singh and Kumar,
2009).
Corporate Governance Failure at Satyam
An intriguing, rather paradoxical perspective of the failure of CG at Satyam is provided by the
fact that Satyam was awarded the ‘Golden Peacock Award’ in 2008 for global excellence in CG.
Satyam Fiasco: Corporate Governance Failure and Lessons Therefrom 31The Satyam scandal seriously called into question the efficacy of all the predictive
technologies taught in the classroom. Given the dimensions of the scam, there would be so
called market researchers, irrespective of whether they were proponents of fundamental,
technical or quantitative analysis, have been badly duped. ‘Satyam’ signifies a complete
decimation of not only the Indian CG framework but also the contemporary statutory listings
on accounting and auditing. To put the above reality in perspective, it is opportune at this
point to reproduce an extract of the in famous letter of Raju dated January 7, 2009 addressed
to Satyam ’s Board (The Financial Express, 2009):
1. The Balance Sheet carries as of September 30, 2008
• Inflated (non-existent) cash and bank balances of Rs. 5,040 cr (as against
Rs. 5,361 cr reflected in the books),
• An accrued interest of Rs. 376 cr which is non-existent,
• An understated liability of Rs. 1,230 cr on account of funds arranged by me,
• An over stated debtors position of Rs. 490 cr (as against Rs. 2,651 [cr.] reflected
in the books).
2. For the September quarter (Q2) we reported a revenue of Rs. 2,700 cr and an
operating margin of Rs. 649 cr (24% of revenues) as against the actual revenues of
Rs. 2,112 cr and an actual operating margin of Rs. 61 cr (3% of revenues). This has
resulted in artificial, cash and bank balances going up by Rs. 588 cr in Q2 alone.
While admitting the fraud in his resignation letter, Raju asserted that he and his brother
Rama Raju had obtained no financial benefit from the overstated revenues. He also claimed that
other board members were not aware of the true position of the company. The following extract
of his letter reveals how all this started and why he has made the self-confession
(The Financial Express, 2009):
“The gap in the Balance Sheet has arisen purely on account of inflated profits over
a period of last several years (limited only to Satyam stand-alone, books of
subsidiaries reflecting true performance). What started as a marginal gap between
actual operating profit and the one reflected in the books of accounts continued to
grow over the years. As the promoters held the small percentage of equity, the
concern was that poor performance would result in a takeover, thereby exposing the
gap. The aborted Maytas acquisition deal was the last attempt to fill fictitious assets
with real ones. It was like riding a tiger, not knowing how to get off without eaten.”
The charge sheet filed by CBI1 estimated the quantum of deception at Rs. 11,875 cr, having
found evidence of siphoning of additional Rs. 4,739 cr by the Rajus through (The Hindu Business
Line, 2009):
• Pledging of shares: Rs. 1,931 cr;
• Offloading of shares: Rs. 748 cr;
1
The Central Government Controlled Police Agency of India.
32 The IUP Journal of Corporate Governance, Vol. IX, No. 4, 2010• Forged board resolutions to secure loan and advances: Rs. 1,220 cr;
• Dividends on highly inflated profits: Rs. 230 cr;
• Fake customers and fake invoices against these customers to inflate revenues: Rs. 430 cr;
• Falsification of accounts: Rs. 180 cr.
(1) Induction of independent directors on the board; (2) Constitution of Audit Committees
with appropriate overseeing functionalities and powers and Auditors; (3) Transparency and
disclosures; and (4) Certification of accounts and related statements by CEOs and CFOs
constitute the four limbs of most CG models. Administration of the CG regulatory framework
is usually manifested through statutory provisions dictating implementation of this set of
axioms. It is therefore logical and coherent to examine the failure of CG in Satyam with
reference to each of these premise.
Board and Independent Directors (IDs)
The unfolding of events at Satyam has put the concept of ‘Independent Directors’ as a device
of administering CG to serious scrutiny. Satyam had duly complied with the provisions of Clause
49 of the Listing Agreement insofar as they relate to IDs—the Satyam Board comprised of 11
directors, of which six were non-executive directors (five independent directors), four of them
were academicians, one former Cabinet Secretary and one former CEO of a technology
company. Analysts commented that the passivity of these directors in the occurrences at Satyam
can, at best, be described as callous negligence bordering on ‘collusion’ with the perpetrators
of India’s largest corporate fraud. The following points were raised to support the above
argument of negligence.
• Investigations have revealed that Raju and Co., were dishing out fabricated accounts
to the Board for the last six years (Aneja, 2009) and yet there subsists no evidence
of any adverse recording by any of the directors including the IDs.
• The proposed investment in Maytas that was placed for consideration at the Board
meeting of December 16, 2008 had sufficient ingredients to arouse the curiosity
(read suspicion) for the following reasons (Prasad and Srinivasan, 2008; and
Chandrasekhar, 2009).
a) the ownership structure of Maytas (both investee firms were closely held
companies promoted by family members of Ramalinga Raju);
b) the investee companies were engaged in the business of real estate
development that could not, even by extended imagination, be expected to lead
to synergistic benefits;
c) the sheer magnitude of the investment (being $1.47 bn);
However, there seems to be no record of any of the Board members having expressed
any reservations about the deal or otherwise qualified his opinion thereon.
• The meeting at which the impugned deal was adopted was convened at a three-
day advance notice and the agenda thereof was circulated only half a day earlier
Satyam Fiasco: Corporate Governance Failure and Lessons Therefrom 33(Reddy and Mohan, 2009). Listing guidelines, therefore, do not seem to be adhered
to. Nevertheless, the directors seemed to be unfettered by the antics of Raju;
• Whether the proposed deal attracted the provisions of Section 293 and/or Section 372
read with Section 17 of The Companies Act, 1956 would have depended on the various
specific parameters elucidated therein. All the same, ‘good governance’ unambiguously
decrees that deals of such dimensions that would significantly, if not completely, reshape
the destiny of the company, should go to the shareholders for affirmation. However, the
Board seemed to have been kowtowing the promoters’ line (who, incidentally, held only
about 3.6% of the company’s shareholding as on January 07, 2009) to the detriment of
millions of other stakeholders of the company (Aneja, 2009).
Added to the above is the fact that market watchers in US (that merely had access to
information releases from the company) were immediately able to decipher the whole situation
as testified by the reaction of the US stock markets where Satyam’s stock prices plummeted
(Kakkad, 2008) while the company’s Board was caught unawares. It is necessary to mention that
seven cases have been filed against the members of Satyam’s Board by the Serious Frauds
Investigation Officer (SFIO) (Rahul, 2009).
The ‘fiduciary’ duty of directors vis-à-vis the company and its members is well-documented.
The law in this regard is well-settled and espoused thus in Palmer’s Company Law that
“in exercising their powers, whether general or special, directors must always bear in mind that
they are in a fiduciary position, and must exercise their powers for the benefit of the company,
and for that alone”.
From the above arguments, it is clear that Satyam’s Board and its IDs failed in its/their
fiduciary duties.
Auditing and Accounting
India’s corporate sector is emburdened with a set of well-structured accounting and auditing
provisions for compliance, administered through the following:
• The Companies Act, 1956,
• Accounting and auditing standards/pronouncements of the Institute of Chartered
Accountants of India (ICAI),
• Guidelines on disclosures and investor protection issued by the SEBI and extensive
provisions of the Clause 49 of Listing Agreement (for companies listed on stock
exchanges).
Despite all these plethora of statutes, rules, regulations, procedures and guidelines, an
unscrupulous corporate operator was able to siphon off thousands of crores of rupees by
falsification of accounts that included reporting non-existent bank balances, interest receipts
that were never received, fake customer billings, borrowings on fabricated board resolutions
with consequential reporting of non-existent assets of equal magnitudes (The Financial Express,
2009, The Hindu Business Line, 2009). All this was done under the auditorship of Price Waterhouse
34 The IUP Journal of Corporate Governance, Vol. IX, No. 4, 2010Coopers (PWC), an auditing firm with international credentials—the manipulations are believed
to have extended over a seven year period at least (Outlook India, 2009). Two partners of PWC
have been arrested for their involvement in the scam (Express India, 2009). The dimensions and
modus operandi of the fraud is a clear indicator to the culpable intentions of the auditors,
commented the analysts. It is emphasized here that exceeding a certain threshold should
necessarily be taken cognizance of, as ‘culpable’, particularly so, when such negligence leads
to detriment and damage to the property of millions of people worldwide.
With the role of the statutory auditors being suspected, it is not surprising that the ‘internal
control machinery’ also failed completely. Indian corporate laws envision an elaborate ‘internal
control’ setup through the internal audit framework. In fact, the system has been recently
strengthened through the enactment of Section 292A of The Companies Act, 1956 mandating
the constitution of ‘audit committees’ comprising of IDs to augment the overseeing network
of accounts and audit. These audit committees are vested with powers equivalent to those of
auditors and can examine all documents, vouchers as well as question the personnel of the
enterprise. Unfortunately, i.e., the Satyam tale seems to be an assemblage of ‘failures and
collusions’ with the internal auditors and audit committees being miniscule constituents thereof.
Transparency and Disclosure
Deceitful entrepreneurs who use corporate structure merely as a ‘sham’ to swindle accessible
money easily from the unsuspecting investor would hardly care for the damage that their covert
strategies would cause to the investor community. The Satyam episode squarely vindicates the
above premonition. All information of significance bequeathed to the Board, the auditors, audit
committees, statutory authorities (SEBI and Registrar of Companies) and the stock exchanges
seems to have been fabricated.
However, there is another related aspect to this and that is the inadequacy of the disclosure
norms and the fallibility thereof in the hands of audacious corporate managers bent on
hoodwinking the investing public for ulterior gains. By way of illustration, there was significant
offloading of shares by Raju in the period between January 2001 to January 2009, bringing
down his stake in the company from 25.6% to 3.6%, but this cardinal pointer was nowhere
highlighted (Chandrasekhar, 2009; The Hindu Business Line, 2009). Interestingly, the company’s
top management offloaded 6.01 lakh shares in the financial year immediately preceding Raju’s
confession which also escaped attention (Aggarwal, 2008). Little more needs to be said about
the frailty of the extant norms on transparency and disclosure.
Certifications and Others
Clause 49 of listing agreement mandates that the CEO and CFO certify the financial statements
and the adequacy of internal control. It also stipulates filing of a corporate governance report
duly certified by the company’s auditors or a Company Secretary. All these provisions seem to
have been duly complied with, in Satyam case– only that the duly certified statements were false.
This provides testimony of the deterrent effect (or rather, the lack of it) that is encapsulated
in the statutory provisions. Stated in plain words, the penalties for false certifications are grossly
inadequate and carry little incentive to relinquish massive returns that accompany such
frivolous certifications.
Satyam Fiasco: Corporate Governance Failure and Lessons Therefrom 35Corporate Governance Lessons from Satyam
The cardinal lesson that we draw from the entire episode and its threadbare analysis above,
is, in the words of the authors hereof cited in a related script (Singh and Kumar, 2009):
The extant Companies Act of India consists of no less than 658 Sections and 15
Schedules and yet corporate scams abound (Harshad Mehta, UTI, Ketan Parekh and,
now, to cap it all, Satyam). The Indian Income Tax Act, 1961 is equally voluminous
and yet, again, there is no dearth of tax defaulters. The bottomline is ‘good
governance needs to emanate from within the soul (if there is one) and not be
imposed upon it.
Narayana Murthy of Infosys Technologies seems to agree:
“Corporate Governance is beyond the realm of law; it stems from the culture and mindset
and cannot be regulated by legislation alone” (Murthy Report, 2003).
One does, however, draw several important lessons from the fiasco. For one thing, it is, now,
abundantly clear that CG provisions need to be looked at on a ‘zero-base’ premise and that too
with serious urgency by the nation’s law-makers. Ministry of Company Affairs (MCA) has tabled
the Companies Bill, 2009 on August 3, 2009. Analysts commented that the Bill could hardly be
more opportune and would provide the Legislature occasion to deliberate on the extant CG
framework. Even the existing formal CG framework needs to be nurtured by all the votaries of
CG, in particular, the legislature of the nation. All the same, a compact yet comprehensive
structure of CG provisions would help to prevent the corporate scandals. It really remains to
be seen as to how our Parliament gets about this unenviable task and what final form is
bestowed on us for implementation—the Hon’ble Supreme Court, in relation to the various
constituents of the legal system.
Coming to specifics, each one of the four wheels of CG needs a relook together with,
perhaps, the addition of a few more wheels. CG at Satyam has failed on all fronts .
The investor fraternity, now, identifies independent directors as curators of their interests
and as an instrument of protection against corporate deceptions and foul play. It is, therefore,
imperative to provide adequate powers to such independent directors to enable them to exert
sufficient influence on Board’s decisions (Singh and Kumar, 2010). Besides, they also need to
be endowed with sufficient insulation from impertinent pressures and persuasions. The other
side’s viewpoint should also be taken care of—promoters are the people who take the
entrepreneurial decisions and the risks attendant thereto and the law must not become an
impediment to innovative entrepreneurship.
Most Indian companies are predominately promoter-centered either as majority shareholders
or through majority representations on the Boards (Afasaripour, 2009). In this scenario,
appointment of IDs must necessarily flow through the acquiesce of the promoter group. There
would, thus, invariably be a nexus between the promoter group and the IDs thereby distorting
‘independence’ at the very outset. It would need personalities of impeccable character (that are
few and far between in this exceedingly mundane world wherein materialistic pursuits and
36 The IUP Journal of Corporate Governance, Vol. IX, No. 4, 2010pleasures are gaining ascendancy over morality and ethics) to remain ‘independent’ in such a
platform (Ahmad et al., 2009; Ramana et al., 2009; and Satyan, 2009). Ideally, the appointment
of independent directors should be completely dissociated from the boardroom although
shareholders can be the final appointing authority. A possible channel of identifying potential
candidates for independent directorships and, at the same time, retaining ‘independence’ could
be through the professional institutes like the ICAI, ICWAI2 and ICSI,3 etc. This modus operandi would
automatically ensure that the appointees possess, at least, a threshold level of professional
competency (Singh and Kumar, 2010).
Another vital issue is to delink remuneration to IDs from the performance of the company
in question by prohibiting payments of profit related commissions, bonuses, stock options, etc.
Sitting fees could be significantly enhanced to take account of the opportunity costs of the time
spent in rendering services as such directors, e.g., for preparing for and attending Board
meetings, etc., at current price levels. While retaining the existing scheme of rotational
retirement of directors, there should be a cap on the maximum number of terms that an
independent director can hold as such. Subsequent appointments, if made, would be as
ordinary (non-independent) directors. There is a need for having a mandatory remuneration
committee to regularly fix remuneration of executive directors and evaluate their performance
(Singh and Kumar, 2010).
In order that such directors function without inhibitions, some kind of immunity must be
legislated into the statute book to protect IDs against frivolous litigation as well as for acts and/
or omissions in good faith. In fact, there do exist several judgements of the Hon’ble Supreme
Court that acknowledge such immunity, e.g., S.M.S. Pharmaceuticals Ltd. vs. Neeta Bhalla and Anr.,
[2005] 8 SCC 89 in relation to Section 138 read with Section 141 of the Negotiable Instruments
Act, 1881, N.K. Wahi vs. Shekhar Singh and Ors. (2007) 2CLJ 10 (SC) and Raymond Synthetics Ltd.
vs. Union of India (1992) SCC (2) 255. A related issue is that of empowering such directors
individually, with powers equivalent to those of auditors so that they can enforce presentation
of documents and papers and attendance of company officials as and when required.
A possible fallout of Satyam is the MCA’s circular mandating auditors to confirm the cash
of company from the bank (Dey, 2009). This, however, in reality, provides no value addition since
it is a commonplace auditing exercise to obtain such confirmation of adequate reliability. A more
assertive step is needed to accelerate the adoption of International Financial Reporting
Standards (IFRS) across the board. This will help in refurbishing investors’ confidence in Indian
markets and also enable attracting low-cost overseas capital (Satyan, 2009).
Conclusion
Provisions of the Companies Act, 1956, relating to accounts and audit have stood the test of
time and one hopes that Satyam was merely an aberration rather than the rule. Importantly,
auditors are also subject to regulations through the code of conduct formulated by ICAI.
The code provides for serious consequences including removal from membership and even
criminal prosecution in certain cases. One feels that these punishments should provide sufficient
deterrence. What needs to be ensured is that auditors and audit committees work in unison
2
Institute of Cost and Works Accountants of India.
3
Institute of Company Secretaries of India.
Satyam Fiasco: Corporate Governance Failure and Lessons Therefrom 37thereby enhancing the reliability factor of accounting documents. To enable this, their roles,
reporting relationships, responsibilities, accountability and powers need to be explicitly
incorporated in the statute book. As add-ons, to improve the auditing quality, external agencies
for internal audit, peer audit and rotation of auditors (similar to that of PSU banks) may be
contemplated (Economic Times, 2009a and 2009b; and Kabra, 2009). Periodical review of audits
by an independent regulator advocated by some experts, seems unfeasible for a country with
limited resources. As a digression, it could be noted that the need of the hour is really not about
enacting more statutes, more provisions but, rather, the will to implement existing ones and the
creation of an efficient framework for rapid dispensation of justice. With this environment in
the backdrop, enacting more laws shall achieve no purpose other than invite additional
workload on the already overstressed judiciary, which may riposte with equivocal, sometimes
paradoxical expositions. The bottomline, then, is reiterated:
“Corporate Governance is beyond the realm of law; it stems from the culture and mindset
and cannot be regulated by legislation alone” (Murthy Report, 2003).
References
1. Afasaripour A (2009), “Corporate Governance Convergence: Lessons from the Indian
Experience”, Northwestern Journal of International Law and Business, Vol. 29, No. 2,
pp. 335-402.
2. Agarwal S (2008), “Satyam Top Honchos were Selling Shares from April”, The Financial
Express, available at http://www.financialexpress.com/news/Satyam-top-honchos-were-selling-
shares-from-April/400768
3. Ahmad T, Malawat T, Kochar Y and Roy A (2009), “Satyam Scam in the Contemporary
Corporate World: A Case Study in Indian Perspective”, available at http://papers.ssrn.com/
sol3/papers.cfm?abstract_id=1460022
4. Aneja R K (2009), “The Satyam Scandal Explained”, Harbus, February 17, available at
www.harbus.org/.../The-Satyam.Scandal.Explained-3633696.shtml
5. Chandrasekhar C P (2009), “The Satyam Scam: Separating Truth from Lies”, The Hindu,
January 14.
6. Companies Bill (2009), available at http://www.icsi.edu.in
7. Dey A (2009), “Post-Satyam, MCA Lays New Scrutiny Rules”, Business Standard,
December 16.
8. Garg A (2008), Hindu Business Line, December 22.
9. India Knowledge@Wharton (2009), “Scandal at Satyam: Truth, Lies and Corporate
Governance India Knowledge @ Wharton”, available at http://knowledge.wharton.upenn.
edu/india/article.cfm?articleid=4344
10. Kabra A (2009), “Improving Corporate Governance: A Blueprint for Preventing Future
Scams Like Satyam Computers”, Hardnews Special, January 27, Singapore.
11. Kakkad S (2008), “Buy Call: Satyam Computer Services; Maytas Deal Called Off ”, available
at http://www.topnews.in/buy-call-satyam-computer-services-maytas-deal-called-299230
38 The IUP Journal of Corporate Governance, Vol. IX, No. 4, 201012. Murthy Report (2003), “Report of the SEBI Committee on Corporate Governance”,
availalble at http://www.sebi.gov.in/commreport/corpgov.pdf
13. Outlook India (2009), “Raju Brothers’ Masterminds in Satyam Fraud” (2009), available at
http://news.outlookindia.com/item.aspx?657476.
14. Prasad S and Srinivasan S (2008), “Satyam Row: Where was Corporate Governance?”,
available at http://ibnlive.in.com/news/satyam-row-where-was-corporate-governance/80795-
7.html
15. Rahul N (2009), “Top Honchos Named in Cases Against Satyam”, The Hindu, available at
www.thehindu.com/2009/12/03/stories/2009120360471000.html
16. Ramana D V, Amar K J R, Nayak S K Dash and Patnaik A (2009), “Corporate Accounting
Scams: Some Lessons from Satyam Debacle”, Research World, Vol. 6, Article S6.12.
17. Reddy ch P and Mohan B K (2009), “Raju Pressured Satyam Board”, Business Standard.
18. Satyan R (2009), “The Satyam Affair: Past, Present and Future”, India Law Journal, Vol. 2,
No. 4. available at http://www.indialawjournal.com/volume2/issue4/article by rahul.html
19. SEBI (2003), available at http://www.sebi.gov.in/commreport/cclause49.html
20. Singh J P and Kumar N (2009), “Corporate Governance: The Contemporary Scenario”,
Indrajit Dube (Ed.), Convergence of Corporate Governance Norms, Cygnus Publication, Kolkata.
21. Singh J P and Kumar N (2010), “Independent Directors in the Companies Bill”, Chartered
Secretary, April.
22. Tellis O (2009), “Whiter Justice for Satyam Investors?”, Deccan Chronicle, December 02.
23. The Companies Act, 1956, Acts of Parliament, 1956, available at http://indiacode.nic.in/
fullact1.asp?tfnm=195601
24. The Economic Times (2009a), “Post-Satyam, SEBI Calls for Better Corporate Governance”,
February 5.
25. The Economic Times (2009b), “Satyam Stripped Off Golden Peacock Global Awards:
Software–Infotech”, January 08.
26. The Economist (2009), “Corporate Governance India’s Enron”, January 8.
27. The Express India (2009), “Satyam Scam: Police Arrest Two Top PWC Officials”, available at
http://www.expressindia.com/latest-news/Satyam-scam-Police-arrest-two-top-PwC-officials/
414850
28. The Financial Express (2009), “Satyam Fraud: Full Text of Raju’s Letter to Board”, available
at http://www.financialexpress.com/news/satyam-fraud-full-text-of-rajus-letter-to-board/
407799/
29. The Hindu Business Line (2009), “CBI Claims Unearthing Additional Fraud of Rs. 4,739 cr in
Satyam”, November 24.
30. India Knowledge@Wharton (2009), “Scandal at Satyam: Truth, Lies and Corporate
Governance India Knowledge @ Wharton”, available at http://knowledge.wharton.upenn.
edu/india/article.cfm?articleid=4344
Reference # 04J-2010-10-03-01
Satyam Fiasco: Corporate Governance Failure and Lessons Therefrom 39Copyright of IUP Journal of Corporate Governance is the property of IUP Publications and its content may not be copied or emailed to multiple sites or posted to a listserv without the copyright holder's express written permission. However, users may print, download, or email articles for individual use.
You can also read
