The government's failure in quickly bringing to trial Mr Ramalinga Raju and others involved in the Satyam scandal is as spectacular as its success in saving Satyam, the company, says RAGHUVIR SRINIVASAN.
The singular aim was preserving Satyam, the company, and finding a new owner of repute for it.
On January 7, 2008, Mr Ramalinga Raju dropped a bombshell — confessing to a Rs 7,136-crore fraud — on an unsuspecting market, shareholders, employees and, indeed, even the government. Mr Raju's letter bomb, emailed in inconspicuous fashion to the Bombay Stock Exchange, caused massive value destruction for Satyam Computer's shareholders, created huge uncertainty for its employees and clients and posed a major challenge to the government.
A year later, the dust has settled on the company which was rescued by a brave knight in shining armour in the form of Tech Mahindra. Save for the sword of class-action suits filed by shareholders in the US hanging over its head, Mahindra Satyam, as it is now known, has weathered the worst of the storms that it faced.
There were some high-profile employee exits as also some clients moving on to competitors, but these were largely well managed. In short, Satyam, the company has been saved and is now back on its feet. The credit for this should go to the government-appointed Board, peopled by eminent personalities such as Mr Deepak Parekh, Mr Kiran Karnik and professionals such as Mr T. N. Manoharan, chartered accountant and Mr C. Achuthan, a former SEBI member.
The singular aim was preserving Satyam, the company, and finding a new owner of repute for it.
Today, the members of the government-appointed Board can look back with satisfaction at a job well done. A large part of the credit should also go to the then government which gave the new Board a free hand and facilitated the eventual sale of Satyam to Tech Mahindra by relaxing some regulations.
The imperatives
Yet, Operation Satyam remains a job half done. There were two clear imperatives when the scandal became public. The first was to ensure that Satyam, the company, did not collapse while the second was to get after the perpetrators and facilitators of the scandal and put them on trial. The government's failure in the second objective is as spectacular as its success in the first.
Yes, Mr Raju and a few other characters from the supporting cast are behind bars now, but do we know exactly what happened in the whole scandal other than what Mr Raju confessed to? Do we know how he managed to pull the wool over the eyes of regulators, employees and even the auditors?
Still in the dark
Talking of auditors, do we know what their roles in the scandal were — was it just benign negligence or was it tacit acquiescence? Are we aware of who were the beneficiaries of Mr Raju's swindle, apart from the man himself? In the days following the revelation of the scandal, there were dark rumours of the tentacles of the scam reaching political circles. Do we know if such rumours are true?
The answer to all these questions is a resounding No. A year after Mr Raju's confession, we are still in the dark about the extent of the scam.
But is this how it should be? Should the government not make earnest efforts to get to the bottom of the most serious corporate fraud ever perpetrated in the country's history?
Swift retribution
Corporate scandals and swindles are an integral part of free markets. The very freedom that allows enterprise to flourish and grow is often subject to misuse and abuse by unscrupulous minds. You only have to look at the list of recent scandals in that bastion of free markets, the US. Kenneth Lay and Jeffrey Skilling of Enron fame and, most recently, Bernie Madoff's $65 billion Ponzi scheme fraud and Sir Allen Stanford, are all excellent examples of scams facilitated by benign regulation.
Yet, there is a critical difference between the US and us in this respect. Retribution in the US is swift and the long hand of the law comes down hard on those caught with their fingers in the till. For instance, the Madoff scam surfaced at about the same time as Satyam but Mr Madoff was tried and convicted to 150 years in prison within six months in June 2009. The US justice system is now working to monetise whatever assets that they were able to seize to return at least a part of the money to the victims.
Contrast that with the situation in India where investigations and trials can drag on for so many years that the perpetrators are eventually administered divine justice, as had happened in the Harshad Mehta case. Indeed, How many frauds can you recall that have gone on to eventual conviction and sentencing?
Corporate governance
This situation has to change. The biggest motivator for a scamster is the secure thought that he will never be caught and, even if he is, he can keep justice at bay indefinitely. Towards end-December, the government observed what it called “India Corporate Week” and, as always in this country, it was just an occasion for industry bodies and professional associations such as the Institute of Chartered Accountants of India (ICAI) and the Institute of Cost and Works Accountants of India (ICWAI) to make the right noises about their commitment to corporate governance.
What we need are not events or shows such as this as much as action on the ground. Acting quickly in areas that have a critical bearing on corporate governance such as independent directorship and audit committees by clearly specifying their scope of responsibility and their liability is more important than events that only help professional bodies such as the ICWAI or the ICAI to prove their loyalty to the government through full-page advertisements in newspapers.
The government also probably needs to turn its attention to the ICAI, whose reputation plumbed the depths when an incident of booth-capturing was reported during elections to its central and regional councils last month.
Little is known of what the government thought about this unsavoury incident that you would generally associate with antisocial elements.
Punish the guilty
Whether the ICAI has got to the bottom of the role of its members in the Satyam scam is unclear. While Price Waterhouse, the firm that audited Satyam's accounts, has overhauled its Indian set-up, the ICAI has been sitting tight on its findings.
As we mark the first anniversary of the Satyam scandal tomorrow, it would be nice if the government redoubles its efforts to bring to trial Mr Raju and his accomplices, whoever they may be.
If future Satyams are to be avoided, the government has to act resolutely in punishing the guilty and making public the contours of the scandal.
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