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    A C A S E S T U D Y A N A L Y S I SB Y

    G R O U P 5

    Satyameva JayateTruth Shall Prevail

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    Agenda for Discussion

    y Satyam ABrief History of the Indian IT Giant

    y Ramalinga Raju Introduction about the IT czar

    y The Untamed Tiger What was going wrong

    y The Tiger got Unleashed Satyam Fiasco

    y The White Collared Thieves Parties Involved

    y The Ripple Effect Impacted Parties

    y Rise n Shine How things were put in placey Lessons Learnt - Conclusion

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    Business Ethics

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    Satyam ABrief History of theIndian IT Giant

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    Business Ethics

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    y Moving away from traditional agriculture businessset up a spinning and weaving mill.

    y R.Raju shifted to real estate business- Satyamconstructions.

    y 1987-

    Founded Satyam Computer Services with brother-in -law DVSRaju.

    Incorporated as private ltd company

    y 1991-

    Offshore software project with John Deere & Co.(Satyam 1stFortune 500 cust.) announced

    Recognized as public listed company; debuts on BSE

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    y 1993

    Satyam signs JV with Dun & Bradstreet for IT services

    Awarded ISO 9001 certification

    Satyam technology centre(STC) inaugurated JV with GE announced

    y 1999

    Satyam Infoway (Sify) becomes 1st Indian Internet company

    listed on NASDAQ Presence established in 30 countries

    y 2000 Recieves National HRD award from GOI

    Dataquest names R.Raju as ITMan of the Year

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    y 2001

    Listed on NYSE

    y 2002

    BPO launched in Hyderabad

    y 2006 Sets 1st global innovation hub Singapore.

    Sets operations in China

    y 2007 R.Raju , named Ernst & Young entrepreneur of the year

    Opens development centre-Malaysia, Vizag(India)

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    Disastrous Year

    y 2008 Adopts new tagline Business Transformation together

    Innovation award for Partner Excellence by software AG

    y Dec 16,2008 Satyam board of directors approved proposal to acquire 100%

    stake inMaytas properties & 51% inMaytas Infra

    y Dec17-

    Maytas Deal cancelled

    y Dec 29- Resignation of Directors Start

    y Jan 7,2009- Letter from Chairman tenderingresignation & financial irregularities

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    Ramalinga Raju Introductionabout the IT czar

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    Business Ethics

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    Ramalinga Raju

    Born-1954

    Role model for efficient managemententrepreneurship, Leadership

    Qualification and awards Jesuit School

    MBA-Ohio University US

    Ernst and Young Entrepreneur of the Year in 2007

    Young Indians looked at him as their role model

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    The Untamed Tiger What wasgoing wrong

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    Business Ethics

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    Cooking books : inflated profits and revenues

    Nepotism : close the gap- merging the two firms

    Omission of duty : management failed to see what isgoing wrong

    Irresponsible directors

    Nelsons eye : sebi was not informed about any fraudmoves of the company

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    Continued

    Promoters selling shares before the fall : sharesfallen from 26.1% to 3.6%- profit made over rs 1000crore.

    Institutional investors

    Political establishment : some connection with thepolitical establishments

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    The Tiger got Unleashed Satyam Fiasco

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    Business Ethics

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    The Scam

    y On 7 January 2009, companys previous 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 30 September 2008

    contained:

    1. Inflated figures for cash and bank balances of Rs 5,040 crores as

    against Rs 5,361 crore reflected in the books.

    2. An accrued interest of Rs. 376 crore which was non-existent.

    3. An understated liability of Rs. 1,230 crore on account of funds

    was arranged by himself.

    4. An overstated debtors' position of Rs. 490 crore (as against

    Rs. 2,651 crore in the books.

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    ACTUAL

    DEBT WAS

    2161.

    OVERSTATED490 CRORES.

    ACTUAL CASH

    IN BANK WAS

    321 CRORES,

    INFLATED

    5040 CR.

    NO ACCRUED

    INTEREST

    376.34 CR.

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    UNDERSTATED

    LIABILITY

    1230 Cr.

    Which was

    ARRANGED BY

    MR.RAJU

    5,040 + 376

    + 490 (Rs.

    Cr)

    Rs. 1,230

    Cr

    Rs.7,136

    Cr

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    The White Collared Thieves Parties Involved

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    Business Ethics

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    The Promoters

    y Since the promoters, inthis case, held only about8 percent shares, their

    idea to push through theMaytas acquisition dealwas defeated by an angrylot of shareholders.

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    Business Ethics

    61.5710.42

    19.4

    8.61

    Share of Investors

    Institutions

    Non Institutions

    ADRs

    Promoters

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    Directors and Independent Directors

    y The Satyam board, including its fiveindependent directors had approvedthe founder's proposal to buy 51 percent stake inMaytas Infrastructure

    and all ofMaytas Properties, ownedby the family members of Satyamchairman B Ramalinga Raju.

    y Despite the shareholders not beingtaken into confidence, the directorswent ahead with the management'sdecision.

    y The decision of acquisitionwas, however, reversed 12 hours laterafter investors dumped Satyam'sstock and threatened action againstthe management.

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    Other company bigwigs

    y Satyam's CFO SrinivasVadlamani has already

    been arrested.y But could only two or three

    people have managed tocook the books for years of

    a company so large? Highlyunlikely.

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    Business Ethics

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    Satyams auditors

    y PwC has written a letter to the BOD of Satyamthat its audit may be rendered "inaccurate andunreliable" due to the disclosures made by

    Satyam's (ex) Chairman..

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    Business Ethics

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    The Bankers

    y If the auditors wereconned, it means that

    either the bank statementand certificates wereforged

    y Satyam's banks -- ICICI

    Bank, HDFC Bank, Bankof Baroda, etc

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    Business Ethics

    FI's who suffered loss at Satyam

    Name Share (in Crores)

    Aberdeeen Asset Managers Ltd 3.44

    Fidelity 2.3

    ICICI Prudential Life Insurance 1.66

    Lazard Asset Management 1.45

    LIC 1

    Others Less than 1 Cr

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    The SEBI

    y The SEBI had given aclean chit to Satyam inthe probe on violation of

    corporate governancelaw.

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    Business Ethics

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    Investment Bankers

    y Investment banker DSPMerrillLynch was appointed by Satyam tolook for a partner or buyer for thecompany.

    y DSPMerrill terminated its

    engagement with the company soonafter it found financialirregularities.

    y Merrill Lynch also sent theinformation and the reason for theirtermination of the contract to theBombay Stock Exchange, SEBI andeven the New York Stock Exchange.

    y However, despite the fact that DSPMerrill Lynch blew the whistle, it isnot yet clear why it took such a longtime to inform the authorities, andwhy it did not let the public know ofSatyam's misdeeds.

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    Business Ethics

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    The Government

    y The government too isequallyguilty in nothaving managed to save

    the shareholders, theemployees and someclients of the companyfrom losing heavily.

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    Business Ethics

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    The Ripple Effect ImpactedParties

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    StakeholdersModel

    SATYAM

    Shareholders

    Directors

    Customers

    Employees

    Competitors

    Public

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    y EMPLOYEES-It is nights and heartburns for the over 53,000 employees ofSatyam Computers as they conjure up worst case scenarios like non-payment ofsalaries, project cancellations , layoffs and equally bleak prospects outside.

    y SHAREHOLDERS-The share prices of Satyam saw a sharp fall after Rajusconfession. The share prices fell down from 190 to 30 (approximately) in a

    matter of a day.y CLIENTS- The debacle may force the clients to review their contracts and look

    at other offshore suppliers

    y PUBLIC-The incident has hurt public perception of Corporate India and islikely to hurt shareholders' confidence in India Inc.

    y DIRECTORS- Satyam's CFO Srinivas Vadlamani and many others after thisscam, mainly due to their own mistakes of not actively participating in themanagement of the organisation had been arrested.

    y COMPETITORS-The competitors were mainly benefited positively from thisscam.

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    O N 1 1 J A N U A R Y 2 0 0 9 , T H E G O V E R N M E N TN O M I N A T E D N O T E D B A N K E R D E E P A K

    P A R E K H , F O R M E R N A S S C O M C H I E F K I R A NK A R N I K A N D F O R M E R S E B I M E M B E R C

    A C H U T H A N T O S A T Y A M ' S B O A R D .

    Rise n Shine How things wereput in place

    NEW BOARD APPOINTED

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    y TechMahindra paid Rs1757 Crorefor a 31% stake in the company, at Rs 58 per share.

    Satyam Computer Services zoomed 15% to Rs54.20 ahead of theannouncement of the highest bidder for thecompany on April 13, 2009.

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    Lessons Learnt - Conclusion

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    Business Ethics

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    y Satyam was a wakeup call for India to clean up itsact. But did India Inc wake up? Experts and industrywatchers remain divided in the aftermath. While

    there is a set of people who believe that Satyamdefinitely made promoters sit up and makealterations, there is an equally strong lobby that saysnothing has changed in the real sense of the term.

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    Business Ethics

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    P R E S E N T E D B Y : -

    G A U T A M G U L A T I ( 2 1 9 )K E Y O O R P R A S H A N T D I W A K E R ( 2 2 4 )

    M E H A K A G G A R W A L ( 2 2 6 )M O N I C A V I R B H A N ( 2 2 7 )U P A S A N A S I N G H ( 2 6 5 )U R O O J A N S A R I ( 2 6 6 )

    M O H I T M O T W A N I ( 2 7 0 )S H I V A N S H S H A R M A ( 2 7 5 )

    Thank you

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    Business Ethics