My thoughts on Satyam revolve around several aspects. As an observer I am interested to know the background and reasons why Raju chose to disclose this fact now, about Satyam employees, the level of corporate governance in listed entities and the message we are sending to the investing community across the world, the way audit firms are functioning within the whole system with carefully worded statements while signing the balance sheets.
From my understanding, Raju had chosen to come clean as he realized it was only a matter of time before he was found out. The shares he had pledged to run the show had been offloaded and his time was running out. The Rajus had just around 8% stake in Satyam. This raises an interesting question. If this is the state of corporate governance and the clout of the chairman in a company where promoter holds a mere 8%, what about entities where promoters hold 80%? Essentially what they say is bible. Though it can be argued they have little incentive to falsify their accounts, they do not run the risk of being caught like Raju if they chose to do so because they have an unassailable hold on the company. They can afford to write fiction in their books of accounts and will be safe so long as its just fiction and not science fiction.
There is Company Law and SEBI guidelines designed to protect investor and shareholder interest but in reality most of the shareholders are passive holders and all they get during AGMs is some vada, bonda and polished books supposedly containing the ‘true and fair view’ of the financial affairs of the company. I am not sure if there are many investors in the lines of Icahn in India. Investor activism and vigilance have always been a question mark and will likely remain so in future. The whole of Corporate India wants to distance themselves from Satyam and understandably so. But some of the statements made by IT bigwigs is more like Gundu Kalyanam calling Usilaimani fat. I’ve had limited interactions with middle management / VP level guys and they all concur on one thing. Most of the big companies do fudge their individual books to some extent. It is only the extent that varies. The ones who manage it effectively get away while the ones who stretch it to unmanageable proportions get caught. I think promoters have an incentive to fudge because boosting profits ensures the share market will value the shares higher, they as a substantial stake holder get better dividends, and they can carry more clout and remuneration for managing well. Even stronger is the penalty for reporting true profits – their shares get hammered in the markets on account of one bad result.
Coming to the role of auditors, there are two aspects to it, the general scenario and one pertaining to this particular case. In general, an auditor does not and will never be able to guarantee the company books. It is clearly impossible for an auditor to track each and every transaction even in a small enterprise. So doing the same in a big concern is out of question. Poring over the books and verifying everything will not be auditing. Investigation is more appropriate a word. What auditing ensures is similar to the way quality assurance works in IT companies – there is a process in place and things are supposed and believed to happen as per the laid down processes and guidelines. They do not guarantee anything. All they can do is random checks and verify, investigation is not a feasible solution.
Having said that, the role of auditors in this fiasco leaves a lot of questions unanswered. Of all the balance sheet items, the one which is most reliable and least disputable is Cash. There is a saying ‘Profit is an opinion while Cash is a fact’. That being the case, its astonishing that someone can overstate cash to the tune of 5000 crores for so long without the auditors knowledge. If an auditor cannot find the cash position of a company, then I dare say there is no need for an audit at all.
Last but not the least is the fate of Satyam employees. I have a few friends who work there. It is ridiculous to hear that some companies are blocking resumes from Satyam employees. What the HRs should realize is that this could happen to anybody tomorrow if only the SEBIs or the SECs start thorough large scale investigations on every book filed by the companies. Most of the culprits get through just because its practically impossible to do so. I do not understand what wrong a Satyam employee did to suffer this fate. It is interesting to note that while the culprit took all his sweet time and options, counseled with the top legal experts, and in all probability exchanged money with the powers that be to get royal treatment and security with law enforcement agencies, while his employees are wondering if they will get the next pay cheque even while their credit card limits have been reduced or outright barred by the MNC banks.
To sum up, Satyam has come out but in my humble opinion this is not an exception. I also think scandals and wrong doings in the corporate governance front across the world has happened and will happen in future, till the system rewards showing improved results quarter after quarter, till the Crorepatis realize that in the long run honesty is not just about morals but is also the best business policy.