Corporate Accounting Scandal At Satyam Computer Services Limited: A Case Study Of India’s Enron

Ironically, Satyam means “truth” in the ancient Indian language “Sanskrit”. Satyam won the “Golden Peacock Award” for the best-governed company in 2007 and in 2009. From being India’s IT “crown jewel” and the country’s “fourth largest” company with high-profile customers, the outsourcing firm Satyam Computers had become embroiled in the nation’s biggest corporate scam in living memory Mr. Ramalinga Raju (Chairman and Founder of Satyam; henceforth called “Raju”), who has been arrested and has confessed to a $1.47 billion (or Rs. 7800 crore) fraud, admitted that he had made up profits for years. According to reports, Raju and his brother, B. Rama Raju, who was the Managing Director, “hid the deception from the company’s board, senior managers, and auditors”. The case of Satyam’s accounting fraud has been dubbed as “India’s Enron”. In order to evaluate and understand the severity of Satyam’s fraud, it is important to understand factors that contributed to the “unethical” decisions made by the company’s executives.

Emergence Of Satyam Computer Services Limited

Satyam Computer Services Limited was a “rising-star” in the Indian “outsourced” IT-services industry. The company was formed in 1987 in Hyderabad (India) by Mr. Ramalinga Raju. The firm began with 20 employees and grew rapidly as a “global” business. It offered IT and business process outsourcing services spanning various sectors. Satyam was as an example of “India’s growing success”. Satyam won numerous awards for innovation, governance, and corporate accountability. “In 2007, Ernst & Young awarded Mr. Raju with the ‘Entrepreneur of the Year’ award. On April 14, 2008, Satyam won awards from MZ Consult’s for being a ‘leader in India in CG and accountability’. In September 2008, the World Council for Corporate Governance awarded Satyam with the ‘Global Peacock Award’ for global excellence in corporate accountability” Unfortunately, less than five months after winning the Global Peacock Award, Satyam became the centrepiece of a “massive” accounting fraud. By 2003, Satyam’s IT services businesses included 13,120 technical associates servicing over 300 customers worldwide. At that time, the world-wide IT services market was estimated at nearly $400 billion, with an estimated annual compound growth rate of 6.4%. “The markets major drivers at that point in time were the increased importance of IT services to businesses worldwide; the impact of the Internet on e business; the emergence of a high-quality IT services industry in India and their methodologies; and, the growing need of IT services providers who could provide a range of services”. To effectively compete, both against domestic and global competitors, the company embarked on a variety of multi-pronged business growth strategies.

From 2003-2008, in nearly all financial metrics of interest to investors, the company grew measurably. Satyam generated USD $467 million in total sales. By March 2008, the company had grown to USD $2.1 billion. The company demonstrated “an annual compound growth rate of 35% over that period”. Operating profits averaged 21%. Earnings per share similarly grew, from $0.12 to $0.62, at a compound annual growth rate of 40%. Over the same period (2003-2009), the company was trading at an average trailing EBITDA multiple of 15.36. Finally, beginning in January 2003, at a share price of 138.08 INR, Satyam’s stock would peak at 526.25 INR-a 300% improvement in share price after nearly five years. Satyam clearly generated significant corporate growth and shareholder value. The company was a leading star-and a recognizable name-in a global IT marketplace. The external environment in which Satyam operated was indeed beneficial to the company’s growth. But, the numbers did not represent the full picture. The case of Satyam accounting fraud has been dubbed as “India’s Enron”.

MR. RAMALINGA RAJU AND THE SATYAM SCANDAL

On January 7, 2009, Mr. Raju disclosed in a letter to Satyam Computers Limited Board of Directors that “he had been manipulating the company’s accounting numbers for years”. Mr. Raju claimed that he overstated assets on Satyam’s balance sheet by $1.47 billion. Nearly $1.04 billion in bank loans and cash that the company claimed to own was non-existent. Satyam also under reported liabilities on its balance sheet. Satyam overstated income nearly every quarter over the course of several years in order to meet analyst expectations. For example, the results announced on October 17, 2009 overstated quarterly revenues by 75 percent and profits by 97 percent. Mr. Raju and the company’s global head of internal audit used a number of different techniques to perpetrate the fraud. “Using his personal computer, Mr. Raju created numerous bank statements to advance the fraud. Mr. Raju falsified the bank accounts to inflate the balance sheet with balances that did not exist. He inflated the income statement by claiming interest income from the fake bank accounts. Mr. Raju also revealed that he created 6000 fake salary accounts over the past few years and appropriated the money after the company deposited it. The company’s global head of internal audit created fake customer identities and generated fake invoices against their names to inflate revenue. The global head of internal audit also forged board resolutions and illegally obtained loans for the company”.  It also appeared that the cash that the company raised through American Depository Receipts in the United States never made it to the balance sheets. Greed for money, power, competition, success and prestige compelled Mr. Raju to “ride the tiger”, which led to violation of all duties imposed on them as fiduciaries-the duty of care, the duty of negligence, the duty of loyalty, the duty of disclosure towards the stakeholders.

“The Satyam scandal is a classic case of negligence of fiduciary duties, total collapse of ethical standards, and a lack of corporate social responsibility. It is human greed and desire that led to fraud. This type of behavior can be traced to: greed overshadowing the responsibility to meet fiduciary duties; fierce competition and the need to impress stakeholders especially investors, analysts, shareholders, and the stock market; low ethical and moral standards by top management; and, greater emphasis on short-term performance” . According to CBI, the Indian crime investigation agency, the fraud activity dates back from April 1999, when the company embarked on a road to double-digit annual growth. As of December 2008, Satyam had a total market capitalization of $3.2 billion dollars.

Satyam planned to acquire a 51% stake in Maytas Infrastructure Limited, a leading infrastructure development, construction and project management company, for $300 million. Here, the Raju’s had a 37% stake. The total turnover was $350 million and a net profit of $20 million. Raju’s also had a 35% share in Maytas Properties, another real-estate investment firm. Satyam revenues exceeded $1 billion in 2006. In April, 2008 Satyam became the first Indian company to publish IFRS audited financials. On December 16, 2008, the Satyam board, including its five independent directors had approved the founder’s proposal to buy the stake in Maytas Infrastructure and all of Maytas Properties, which were owned by family members of Satyam’s Chairman, Ramalinga Raju, as fully owned subsidiary for $1.6 billion. Without shareholder approval, the directors went ahead with the management’s decision. The decision of acquisition was, however, reversed twelve hours after investors sold Satyam’s stock and threatened action against the management.

This was followed by the law-suits filed in the US contesting Maytas deal. The World Bank banned Satyam from conducting business for 8 years due to inappropriate payments to staff and inability to provide information sought on invoices. Four independent directors quit the Satyam board and SEBI ordered promoters to disclose pledged shares to stock exchange.

Investment bank DSP Merrill Lynch, which was appointed by Satyam to look for a partner or buyer for the company, ultimately blew the whistle and terminated its engagement with the company soon after it found financial irregularities. On 7 January 2009, Saytam’s Chairman, Ramalinga Raju, resigned after notifying board members and the Securities and Exchange Board of India (SEBI) that Satyam’s accounts had been falsified.

Raju confessed that Satyam’s balance sheet of September 30, 2008, contained the following irregularities:

“He faked figures to the extent of Rs. 5040 crore of non-existent cash and bank balances as against Rs. 5361 crore in the books, accrued interest of Rs. 376 crore (non-existent), understated liability of Rs. 1230 crore on account of funds raised by Raju, and an overstated debtor’s position of Rs. 490 crore. He accepted that Satyam had reported revenue of Rs. 2700 crore and an operating margin of Rs. 649 crore, while the actual revenue was Rs. 2112 crore and the margin was Rs. 61 crore”.

In other words, Raju:

1) inflated figures for cash and bank balances of US $1.04 billion vs. US $1.1 billion reflected in the books;

2) an accrued interest of US $77.46 million which was non existent;

3) an understated liability of US $253.38 million on account of funds was arranged by himself; and

4) an overstated debtors' position of US $100.94 million vs. US $546.11 million in the books.

Raju claimed in the same letter that “neither he nor the managing director had benefited financially from the inflated revenues, and none of the board members had any knowledge of the situation in which the company was placed”. The fraud took place to divert company funds into real-estate investment, keep high earnings per share, raise executive compensation, and make huge profits by selling stake at inflated price. The gap in the balance sheet had arisen purely on account of inflated profits over a period that lasted several years starting in April 1999. “What accounted as a marginal gap between actual operating profit and the one reflected in the books of accounts continued to grow over the years.

This gap reached unmanageable proportions as company operations grew significantly”, Ragu explained in his letter to the board and shareholders. He went on to explain, “Every attempt to eliminate the gap failed, and the aborted Maytas acquisition deal was the last attempt to fill the fictitious assets with real ones. But the investors thought it was a brazen attempt to siphon cash out of Satyam, in which the Raju family held a small stake, into firms the family held tightly”.

Fortunately, the Satyam deal with Matyas was “salvageable”. It could have been saved only if “the deal had been allowed to go through, as Satyam would have been able to use Maytas’s assets to shore up its own books”. Raju, who showed “artificial” cash on his books, had planned to use this “non-existent” cash to acquire the two Maytas companies. As part of their “tunnelling” strategy, the Satyam promoters had substantially reduced their holdings in company from 25.6% in March 2001 to 8.74% in March 2008. Furthermore, as the promoters held a very small percentage of equity (mere 2.18%) on December 2008,  the concern was that poor performance would result in a takeover bid, thereby exposing the gap. It was like “riding a tiger, not knowing how to get off without being eaten”. The aborted Maytas acquisition deal was the final, desperate effort to cover up the accounting fraud by bringing some real assets into the business. When that failed, Raju confessed the fraud. Given the stake, the Rajus held in Matyas, pursuing the deal would not have been terribly difficult from the perspective of the Raju family. Unlike Enron, which sank due to agency problem, Satyam was brought to its knee due to tunnelling. The company with a huge cash pile, with promoters still controlling it with a small per cent of shares (less than 3%), and trying to absorb a real-estate company in which they have a majority stake is a deadly combination pointing prima facie to tunnelling.

The reason why Ramalinga Raju claims that he did it was because every year he was fudging revenue figures and since expenditure figures could not be fudged so easily, the gap between “actual” profit and “book” profit got widened every year. In order to close this gap, he had to buy Maytas Infrastructure and Maytas Properties. In this way, “fictitious” profits could be absorbed through a “self-dealing” process. The auditors, bankers, and SEBI, the market watchdog, were all blamed for their role in the accounting fraud.

Lessons Learned from Satyam Scam

The 2009 Satyam scandal in India highlighted the nefarious potential of an improperly governed corporate leader. As the fallout continues, and the effects were felt throughout the global economy, the prevailing hope is that some good can come from the scandal in terms of lessons learned. Here are some lessons learned from the Satyam Scandal:

Investigate All Inaccuracies: The fraud scheme at Satyam started very small, eventually perpetrator thinking that small changes here and there would not make a big difference, and is less likely to be detected. This sends a message to a lot of companies: if your accounts are not balancing, or if something seems inaccurate (even just a tiny bit), it is worth investigating. Dividing responsibilities across a team of people makes it easier to detect irregularities or misappropriated funds.

Ruined Reputations: Fraud does not just look bad on a company; it looks bad on the whole industry and a country. “India’s biggest corporate scandal in memory threatens future foreign investment flows into Asia’s third largest economy and casts a cloud over growth in its once-booming outsourcing sector. The news sent Indian equity markets into a tail-spin, with Bombay’s main benchmark index tumbling 7.3% and the Indian rupee fell”. Now, because of the Satyam scandal, Indian rivals will come under greater scrutiny by the regulators, investors and customers.

Corporate Governance Needs to Be Stronger: The Satyam case is just another example supporting the need for stronger CG. All public-companies must be careful when selecting executives and top-level managers. These are the people who set the tone for the company: if there is corruption at the top, it is bound to trickle-down. Also, separate the role of CEO and Chairman of the Board. Splitting up the roles, thus, helps avoid situations like the one at Satyam. The Satyam Computer Services’ scandal brought to light the importance of ethics and its relevance to corporate culture. The fraud committed by the founders of Satyam is a testament to the fact that “the science of conduct” is swayed in large by human greed, ambition, and hunger for power, money, fame and glory.

Conclusions

Recent corporate frauds and the outcry for transparency and honesty in reporting have given rise to two outcomes. First, forensic accounting skills have become very crucial in untangling the complicated accounting maneuvers that have obfuscated financial statements. Second, public demand for change and subsequent regulatory action has transformed CG scenario across the globe. In fact, both these trends have the common goal of addressing the investors’ concerns about the transparent financial reporting system. The failure of the corporate communication structure, therefore, has made the financial community realize that “there is a great need for skilled professionals that can identify, expose, and prevent structural weaknesses in three key areas: poor corporate governance, flawed internal controls, and fraudulent financial statements

In addition, the CG framework needs to be first of all strengthened and then implemented in “letter as well as in right spirit”. The increasing rate of white-collar crimes, without doubt, demands stiff penalties and punishments. Perhaps, no financial fraud had a greater impact on accounting and auditing profession than Enron, WorldCom, and recently, India’s Enron: “Satyam”. All these frauds have led to the passage of the Sarbanes-Oxley Act in July 2002, and a new federal agency and financial standard-setting body, the Public Companies Accounting Oversight Board (PCAOB). It also was the impetus for the American Institute of Certified Public Accountants’ (AICPA) adoption of SAS No. 99, “Consideration of Fraud in a Financial Statement Audit” .

But it may be that the greatest impact of Enron and WorldCom was in the significant increased focus and awareness related to fraud. It establishes external auditors’ responsibility to plan and perform audits to provide a reasonable assurance that the audited financial statements are free of material frauds.

As part of this research study, one of the key objectives was “to examine and analyze in-depth the Satyam Computers Limited’s accounting scandal by portraying the sequence of events, the aftermath of events, the key parties involved, major reforms undertaken in India, and learn some lessons from it”. Unlike Enron, which sank due to “agency” problem, Satyam was brought to its knee due to “tunnelling”.

The Satyam scandal highlights the importance of securities laws and CG in emerging markets. There is a broad consensus that emerging market countries must strive to create a regulatory environment in their securities markets that fosters effective CG. India has managed its transition into a global economy well, and although it suffers from CG issues, it is not alone as both developed countries and emerging countries experience accounting and CG scandals.

The Satyam scandal brought to light, once again, the importance of ethics and its relevance to corporate culture. The fraud committed by the founders of Satyam is a testament to the fact that “the science of conduct is swayed in large by human greed, ambition, and hunger for power, money, fame and glory”. All kind of scandals/frauds have proven that there is a need for good conduct based on strong ethics. The Indian government, in Satyam case, took very quick actions to protect the interest of the investors, safeguard the credibility of India, and the nation’s image across the world. Moreover, Satyam fraud has forced the government to re-write CG rules and tightened the norms for auditors and accountants. The Indian affiliate of PwC “routinely failed to follow the most basic audit procedures. The SEC and the PCAOB fined the affiliate, PwC India, $7.5 million which was described as the largest American penalty ever against a foreign accounting firm”. According to President, ICAI (January 25, 2011), “The Satyam scam was not an accounting or auditing failure, but one of CG. This apex body had found the two PWC auditors prima-facie guilty of professional misconduct”. The CBI, which investigated the Satyam fraud case, also charged the two auditors with “complicity in the commission of the fraud by consciously overlooking the accounting irregularities”.

The culture at Satyam, especially dominated by the board, symbolized an unethical culture. On one hand, his rise to stardom in the corporate world, coupled with immense pressure to impress investors, made Mr. Raju a “compelled leader to deliver outstanding results”. On the contrary, Mr. Raju had to suppress his own morals and values in favour of the greater good of the company. The board connived with his actions and stood as a blind spectator; the lure of big compensation to members further encouraged such behaviour. But, in the end, truth is sought and those violating the legal, ethical, and societal norms are taken to task as per process of law.

The public confession of fraud by Mr. Ramalinga Raju speaks of integrity still left in him as an individual. His acceptance of guilt and blame for the whole fiasco shows a bright spot of an otherwise “tampered” character. After quitting as Satyam’s Chairman, Raju said, “I am now prepared to subject myself to the laws of land and face consequences thereof”. Mr. Raju had many ethical dilemmas to face, but his persistent immoral reasoning brought his own demise.

The fraud finally had to end and the implications were having far reaching consequences. Thus, Satyam scam was not an accounting or auditing failure, but one of CG. Undoubtedly, the government of India took prompt actions to protect the interest of the investors and safeguard the credibility of India and the nation’s image across the world. In addition, the CG framework needs to be strengthened, implemented both in “letter as well as in right spirit”, and enforced vigorously to curb white-collar crimes.

 

Nikita Aggarwal 
on 11 January 2017
Published in Corporate Law
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