Satyam Computer on Wednesday plunged into a deep crisis, as B Ramalinga Raju resigned as its Chairman after admitting to major financial wrong-doings and saying his last-ditch efforts to fill the "fictitious assets with real ones" through Maytas acquisition failed.
The beleaguered IT giant, already under scanner over the aborted acquisition of firms promoted by the Chairman's family, received a rude shock days ahead of its January 10 board meeting, with Raju stepping down along with his brother and Managing Director B Rama Raju.
"It was like riding a tiger, not knowing how to get off without being eaten," Ramalinga Raju said in a letter to Satyam's board of directors, wherein he listed major financial wrong-doings over the years to inflate the profits.
Listed at New York Stock Exchange, the company could face regulatory action in the US, analysts said.
While Raju recommended DSP Merrill Lynch be entrusted the task of "quickly exploring some merger opportunities," the company informed the stock exchanges that the investment banker has terminated its engagement with Satyam.
Noting that every attempt to eliminate gaps in balance sheet, purely on account of inflated profits over several years, failed, Raju said: "I am now prepared to subject myself to the laws of the land and face consequences thereof."
Low percentage of promoter equity in the company, where four independent directors resigned in the last two weeks over the acquisition fiasco, could lead to a takeover and expose the gap, he said in the letter, also sent to regulator SEBI.
The promoters' share in Satyam has now dipped to just over 3 per cent that too is pledged with lenders.
Shares of Satyam plunged by over 40 per cent immediately after the announcement of resignations, necessitating an overhaul of the Board and management.
Following is the text of the letter Raju wrote to the Satyam board:
"It is with deep regret and tremendous burden that I am carrying on my conscience, that I would like to bring the following facts to your notice:
1. The Balance Sheet carries as of September 30, 2008,
a) Inflated (non-existent) cash and bank balances of Rs 5,040 crore (as against Rs 5,361 crore reflected in the books);
b) An accrued interest of Rs 376 crore, which is non-existent
c) An understated liability of Rs 1,230 crore on account of funds arranged by me;
d) An overstated debtors' position of Rs 490 crore (as against Rs 2,651 reflected in the books);
2. For the September quarter(Q2) we reported a revenue of Rs 2,700 crore and an operating margin of Rs 649 crore(24 per cent of revenue) as against the actual revenues of Rs 2,112 crore and an actual operating margin of Rs 61 crore (3 per cent of revenues). This has resulted in artificial cash and bank balances going up by Rs 588 crore in Q2 alone.
The gap in the balance sheet has arisen purely on account of inflated profits over several years (limited only to Satyam standalone, 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.
It has attained unmanageable proportions as the size of the company operations grew significantly (annualised revenue run rate of Rs 11,276 crore in the September quarter, 2008, and official reserves of Rs 8,392 crore).
The differential in the real profits and the one reflected in the books was further accentuated by the fact that the company had to carry additional resources and assets to justify a higher level of operations thereby significantly increasing the costs.
Every attempt made to eliminate the gap failed. As the promoters held a small percentage of equity, the concern was that poor performance would result in the takeover, 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 last attempt to fill the fictitious assets with real ones. Maytas' investors were convinced that this is a good divestment opportunity and a strategic fit.
One Satyam's problem was solved, it was hoped that Maytas' payments can be delayed. But that was not to be. What followed in the last several days is common knowledge.
I would like the board to know:
1. That neither myself, nor the Managing Director (including our spouses) sold any shares in the last eight years - excepting for a small proportion declared and sold for philanthropic purposes.
2. That in the last two years a net amount of Rs 1,230 crore was arranged to Satyam (not reflected in the books of Satyam) to keep the operations going by resorting to pledging all the promoter shares and raising funds from known sources by giving all kinds of assurances (statement enclosed only to the members of the board).
Significant dividend payments, acquisitions, capital expenditure to provide for growth did not help matters. Every attempt was made to keep the wheel moving and to ensure prompt payment of salaries to the associates. The last straw was the selling of most of the pledged shares by the lenders on account of margin triggers.
3. That neither me nor the managing director took even one rupee/dollar from the company and have not benefited in financial terms on account of the inflated results.
4. None of the board members, past or present, had any knowledge of the situation in which the company is placed.
Even business leaders and senior executives in the company, such as, Ram Mynampati, Subu D, T R Anand, Keshab Panda, Virender Agarwal, A S Murthy, Hari T, S V Krishnan, Vijay Prasad, Manish Mehta, Murli V, Shriram Papani, Kiran Kavale, Joe Lagioia, Ravindra Penumetsa, Jayaraman and Prabhakar Gupta are unaware of the real situation as against the books of accounts. None of my or managing directors' immediate or extended family members has any idea about these issues.
Having put these facts before you, I leave it to the wisdom of the board to take the matters forward. However, I am also taking the liberty to recommend the following steps:
1. A task force has been formed in the last few days to address the situation arising out of the failed Maytas acquisition attempt.
This consists of some of the most accomplished leaders of Satyam: Subu D, T.R. Anand, Keshab Panda and Virendra Agarwal, representing business functions, and A S Murthy, Hari T and Murali V representing support functions.
I suggest that Ram Mynampati be made the chairman of this Task Force to immediately address some of the operational matters on hand. Ram can also act as an interim CEO reporting to the board.
2. Merrill Lynch can be entrusted with the task of quickly exploring some merger opportunities.
3. You may have a 'restatement of accounts' prepared by the auditors in light of the facts that I have placed before you.
I have promoted and have been associated with Satyam for well over 20 years now. I have seen it grow from few people to 53,000 people, with 185 Fortune 500 companies as customers and operations in 66 countries. Satyam has established an excellent leadership and competency base at all levels.
I sincerely apologise to all Satyamites and stakeholders, who have made Satyam a special organisation, for the current situation. I am confident they will stand by the company in this hour of crisis.
In light of the above, I fervently appeal to the board to hold together to take some important steps. TR Prasad is well placed to mobilise a support from the government at this crucial time.
With the hope that members of the Task Force and the financial advisor, Merrill Lynch (now Bank of America), will stand by the company at this crucial hour, I am marking copies of the statement to them as well.
Under the circumstances, I am tendering the resignation as the chairman of Satyam and shall continue in this position only till such time the current board is expanded. My continuance is just to ensure enhancement of the board over the next several days or as early as possible.
I am now prepared to subject myself to the laws of the land and face the consequences thereof.
(B Ramalinga Raju)
Copies marked to:
1. Chairman SEBI
2. Stock Exchanges.
Showing posts with label Satyam. Show all posts
Showing posts with label Satyam. Show all posts
Jan 7, 2009
Satyam Chairman Resigns After Falsifying Accounts
Satyam Computer Services Ltd. Chairman Ramalinga Raju resigned after saying he falsified accounts and assets, sending shares of the Indian software services provider to a record decline.
Raju, 53, unsuccessfully tried to sell two companies to Satyam last month in a final attempt to plug 50.4 billion rupees ($1.04 billion) of “fictitious assets” on the company’s balance sheet, Hyderabad-based Satyam said in a statement today. Profits from the main business have been inflated “over a period of last several years,” Raju said in a letter to the board.
The transactions started to unravel after shareholders vetoed the sale of two construction companies, four directors quit the company and the World Bank barred Satyam from bidding for contracts. India’s markets regulator C.B. Bhave said the event is of “horrifying magnitude” as Satyam dragged down the benchmark stock index already hit by a record slump last year.
“This is a black day for India, the software sector and corporate governance claims,” Arun Kejriwal, founder of Kejriwal Research & Investment Services, said in Mumbai. “If at all there’s an event that could be the biggest setback for corporate India, it is this.”
Shares of Satyam, which means “truth” in Sanskrit, plunged 69 percent to 55 rupees in Mumbai trading. The Sensitive Index tumbled 4.3 percent.
‘Non-Existent’
Of the reported cash and bank balances of 53.61 billion rupees on Sept. 30, 50.4 billion rupees was non-existent, Raju said in the letter sent to the Bombay Stock Exchange.
Operating margin at Satyam, India’s fourth-largest software exporter, in the quarter ended Sept. 30 was 3 percent of revenue, instead of the reported 24 percent, Raju said in the letter. The company’s revenue was 21 billion rupees, 22 percent less than the inflated figure of 27 billion rupees that had been reported.
Raju arranged 12.3 billion rupees “to keep operations going” at Satyam over the last two years by pledging the founders’ shares and raising funds from other sources, he said.
“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,” Raju said. “It was like riding a tiger, not knowing how to get off without being eaten.”
‘Easy Target’
The founders’ concern was that a poor performance, combined with the fact they held a small stake in the company, would make Satyam an easy target for a takeover, exposing the inflated figures, he said.
Satyam yesterday denied a report that the company received a merger offer from Tech Mahindra Ltd., an Indian software-services provider controlled by Mahindra & Mahindra Ltd. and partly owned by BT Group Plc.
Tech Mahindra termed the report of a proposed all-stock merger as “speculative.”
Earlier in the week, MindTree Ltd. denied a report it was one of two smaller rivals in talks for a merger with Satyam. The Hyderabad-based company is in talks to merge with smaller rivals including HCL Technologies and MindTree, the Business Standard reported on Jan. 5, citing unidentified people at investment banks.
Raju’s attempts to “keep the wheel moving” at Satyam was finally derailed as lenders sold most of the pledged shares because of margin calls, he said.
Reduced Holdings
SRSR Holdings Pvt., which holds the founding family’s stake, reduced their holding to 3.6 percent from 5.13 percent, Satyam told the Bombay Stock Exchange yesterday. Of the 3.6 percent, 1.7 percent is pledged with lenders, it said.
The stake sales by the families of Chairman Raju and his younger brother, manager director Rama Raju, reduced their holdings to below levels held by institutional investors including Aberdeen Asset Management Plc. Funds run by Aberdeen own 6.6 percent of Satyam, according to data compiled by Bloomberg until the end of October.
Raju scrapped the planned acquisition of Maytas Properties Ltd. and Maytas Infra Ltd. last month, less than 12 hours after announcing it, after the company’s ADRs plunged.
Separately, the World Bank Dec. 23 declared India’s fourth- biggest software-services provider ineligible for contracts for eight years, alleging “improper” benefits were given to the bank’s employees.
Satyam was founded in 1987 by Ramalinga Raju and Rama Raju and counts ArcelorMittal, the world’s largest steelmaker, and Nissan Motor Co., Japan’s third-biggest carmaker, among its customers.
“This company had a five-star independent board and it had a leading auditor and still it managed the con,” said Tarun Sisodia, a Mumbai-based analyst with Anand Rathi Securities Ltd. “So the question is why only Satyam, why not every other company.”
Raju, 53, unsuccessfully tried to sell two companies to Satyam last month in a final attempt to plug 50.4 billion rupees ($1.04 billion) of “fictitious assets” on the company’s balance sheet, Hyderabad-based Satyam said in a statement today. Profits from the main business have been inflated “over a period of last several years,” Raju said in a letter to the board.
The transactions started to unravel after shareholders vetoed the sale of two construction companies, four directors quit the company and the World Bank barred Satyam from bidding for contracts. India’s markets regulator C.B. Bhave said the event is of “horrifying magnitude” as Satyam dragged down the benchmark stock index already hit by a record slump last year.
“This is a black day for India, the software sector and corporate governance claims,” Arun Kejriwal, founder of Kejriwal Research & Investment Services, said in Mumbai. “If at all there’s an event that could be the biggest setback for corporate India, it is this.”
Shares of Satyam, which means “truth” in Sanskrit, plunged 69 percent to 55 rupees in Mumbai trading. The Sensitive Index tumbled 4.3 percent.
‘Non-Existent’
Of the reported cash and bank balances of 53.61 billion rupees on Sept. 30, 50.4 billion rupees was non-existent, Raju said in the letter sent to the Bombay Stock Exchange.
Operating margin at Satyam, India’s fourth-largest software exporter, in the quarter ended Sept. 30 was 3 percent of revenue, instead of the reported 24 percent, Raju said in the letter. The company’s revenue was 21 billion rupees, 22 percent less than the inflated figure of 27 billion rupees that had been reported.
Raju arranged 12.3 billion rupees “to keep operations going” at Satyam over the last two years by pledging the founders’ shares and raising funds from other sources, he said.
“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,” Raju said. “It was like riding a tiger, not knowing how to get off without being eaten.”
‘Easy Target’
The founders’ concern was that a poor performance, combined with the fact they held a small stake in the company, would make Satyam an easy target for a takeover, exposing the inflated figures, he said.
Satyam yesterday denied a report that the company received a merger offer from Tech Mahindra Ltd., an Indian software-services provider controlled by Mahindra & Mahindra Ltd. and partly owned by BT Group Plc.
Tech Mahindra termed the report of a proposed all-stock merger as “speculative.”
Earlier in the week, MindTree Ltd. denied a report it was one of two smaller rivals in talks for a merger with Satyam. The Hyderabad-based company is in talks to merge with smaller rivals including HCL Technologies and MindTree, the Business Standard reported on Jan. 5, citing unidentified people at investment banks.
Raju’s attempts to “keep the wheel moving” at Satyam was finally derailed as lenders sold most of the pledged shares because of margin calls, he said.
Reduced Holdings
SRSR Holdings Pvt., which holds the founding family’s stake, reduced their holding to 3.6 percent from 5.13 percent, Satyam told the Bombay Stock Exchange yesterday. Of the 3.6 percent, 1.7 percent is pledged with lenders, it said.
The stake sales by the families of Chairman Raju and his younger brother, manager director Rama Raju, reduced their holdings to below levels held by institutional investors including Aberdeen Asset Management Plc. Funds run by Aberdeen own 6.6 percent of Satyam, according to data compiled by Bloomberg until the end of October.
Raju scrapped the planned acquisition of Maytas Properties Ltd. and Maytas Infra Ltd. last month, less than 12 hours after announcing it, after the company’s ADRs plunged.
Separately, the World Bank Dec. 23 declared India’s fourth- biggest software-services provider ineligible for contracts for eight years, alleging “improper” benefits were given to the bank’s employees.
Satyam was founded in 1987 by Ramalinga Raju and Rama Raju and counts ArcelorMittal, the world’s largest steelmaker, and Nissan Motor Co., Japan’s third-biggest carmaker, among its customers.
“This company had a five-star independent board and it had a leading auditor and still it managed the con,” said Tarun Sisodia, a Mumbai-based analyst with Anand Rathi Securities Ltd. “So the question is why only Satyam, why not every other company.”
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