Showing posts with label Sebi. Show all posts
Showing posts with label Sebi. Show all posts

Saturday, April 18, 2009

10% of Satyam staff redundant: Karnik

18 Apr 2009, ET Bureau

NEW DELHI: Up to 10% of Satyam Computer Services’ workforce could be redundant as its founder may have hired excess staff to hide the financial fraud at the firm, the chairman of the company’s government-appointed board, Kiran Karnik, told ET on Friday.

Mr Karnik said about 3,000-5,000 staff were in excess, over and above the normal bench maintained at IT firms. Satyam has about 48,000 employees on its rolls. “It is for the board to decide and the board will be Tech Mahindra. I am very clear that we (the government-appointed board) are in a transition mode and we should be out soon,” Mr Karnik said, ruling out any government intervention to protect employees.

There were three ways to deal with excess staff, downsizing being one of them. The company could also get more business to correct the mismatch or cut salaries, he added.

“These are all very obvious measures. The Mahindras is very respected group like the Tatas, and I have full confidence they will take the right steps,” Mr Karnik said. A TechM official said in response to an e-mail from ET: “We would like to state that the Satyam management will do everything in its power to grow the business”.

Satyam’s disgraced promoter, Ramalinga Raju, had admitted that employees were hired in excess of what was required to support the falsified inflated revenue and profit figures. Tech Mahindra will have to protect the employment of 100 key Satyam staff under the terms of the acquisition. These employees have already been identified. Tech Mahindra, which will very soon be the new owner of Satyam, is at liberty to terminate the employment of other staff.

Mr Karnik said the government-appointed board has had no discussions with Tech Mahindra on this issue. “Tech Mahindra still has to complete a few more steps before it becomes the owner. It is yet to deposit money into the account,” he said.

Tech Mahindra has to deposit Rs 1,756 crore for acquisition of a 31% equity stake in Satyam in an escrow account by April 21. Thereafter, Tech Mahindra’s board appointees will work with the government-appointed board to work out the transition.

Tech Mahindra, which has about half the number of Satyam employees, emerged as the highest bidder for the tainted IT services firm on Monday. The Mahindra & Mahindra group firm has also received approval from the Company Law Board for the takeover.

Monday, April 13, 2009

Tech Mahindra may gain $1 bn in annualised revenues from Satyam acquisition

13 Apr 2009, ET Bureau

HYDERABAD: Tech Mahindra, which emerged as a successful bidder to acquire a majority stake in Satyam Computer Services could gain around $800 million-$1 billion in annualized revenues from the acquisition, even as some customers consider shifting their projects to larger Indian vendors including TCS and Infosys.

“We estimate that over $300 million could be lost because of customer attrition over next six months,” said Sudin Apte, senior analyst, Forrester Research.

He added that Tech Mahindra will have to face the challenges of integrating teams from different service lines apart from convincing clients about business continuity.

According to sources who requested anonymity, Tech Mahindra offered Rs 58 per share for the Satyam bid, while engineering firm L&T made an offer of around Rs 49 for each Satyam share.

The Satyam acquisition will help Tech Mahindra diversify its software services business, and compete aggressively with bigger rivals such as TCS, IBM, Infosys and Wipro.

Satyam, which serves customers such as GE, GM and Ford, will also help Tech Mahindra build a better portfolio of customers.

Even as over 40 Satyam customers have either moved their projects, or are in the process of shifting to other vendors, leading companies such as GE, Nestle, Dupont, Nissan and National Bank of Australia continue to work with the scandal-hit company. The company has won around $30 million worth of contract from customers in Australia and Europe over past few days, a person familiar with these new wins said on conditions of anonymity

Tech Mahindra joins India's top tier with Satyam

Mon Apr 13, 2009 MUMBAI (Reuters) - Indian mid-sized IT outsourcer Tech Mahindra won a bidding auction for a majority stake in fraud-hit Satyam Computer Services Ltd , edging out Larsen & Toubro , seen by some analysts as the favorite bidder.

Tech Mahindra's shares surged by a quarter, before trimming gains.

Before Satyam's scandal was disclosed in January, Satyam was ranked India's fourth-largest outsourcing firm and Tech Mahindra was sixth-largest so the combined firm, even allowing for overstatement of accounts by Satyam, is expected to be the top-tier outsourcer.

The Satyam buy will help Tech Mahindra, in which Britain's BT Group holds about 31 percent stake, diversify its services by reducing its reliance on the telecoms industry.

The sale should help restore confidence in the local industry at a time the economic downturn has already slowed growth. So, the sale is supportive for leading Indian outsourcing rivals Tata Consultancy Services , Infosys Technologies and Wipro

Leading IT companies have always maintained Satyam was a one-off, not a reflection of the broader industry.

Tech Mahindra gets more than half its revenue from Europe, and the Satyam purchase would help it significantly expand its presence in the United States.

Tech Mahindra played the bid well, being most publicly reluctant to commit and continually expressed worries over Satyam's liabilities.

It has been three months and one week since India's biggest corporate scandal broke, and the government has been keen to limit the impact of the scandal. The decision comes just days before month-long voting in national elections starts.

Monday, March 9, 2009

Satyam kicks off stake bidding process

Scam-hit Satyam Computer Services on Monday kicked off the much-awaited bidding process to sell 51 per cent majority stake in the company. Two key suitors — L&T and Spice Corp — expressed their intentions to bid for the stake while others like Tech Mahindra said they were waiting for some clarity on the financial position.

Shares in Satyam jumped as much as 16 per cent to close at Rs 48.75 on the stock exchanges.

The bidders will have to register with Satyam by March 12. Satyam said under relaxation of rules by the market regulator, there was no requirement to have a floor price, otherwise needed under Indian law for the initial subscription. They will have to submit proof for availability of Rs 1500 crore by March 20.

Satyam said in a statement that bidders needed to submit their interest by Thursday (March 12). They will then be asked to submit a detailed expression of interest by March 20. The company said qualified bidders would be shortlisted and given access to certain business, financial and legal materials, and after completing the due diligence process, they would need to submit their financial bids. Based on an evaluation of the bids, the company will select the successful bidder.

The two-phase exercise to induct a strategic partner involves a 31 per cent stake sale by issuing fresh equity and then a 20 per cent open offer by the successful bidder.

Engineering giant firm Larsen & Toubro Ltd, which is a 12 per cent shareholder in the company, said it hoped to bid. “We expect we will (bid for Satyam). We are a contender,” an L&T official said. He said the bidding had no link with L&T’s shareholding. “These are two separate issues. L&T’s formal bid will depend upon clarity on financial statements and the extent of Satyam’s liabilities,” said an analyst.

Spice group chairman B K Modi said his company would bid for Satyam. “We are going to bid. It is a good start and we will bid before Thursday,” he said.

Modi said it was a good thing that the bidding was taking place online and there was no floor price, which should encourage many players to participate in the process. “Transparency is the key,” he said. Spice Corp would have no problem in submitting cash proof of Rs 1,500 crore as the company had got enough funds in the bank, Modi said.

A shrewd buyer could benefit from Satyam purchase

March 10 2009

At the height of India's stock boom in 2007, speculation centred on when one of India's top five information technology outsourcing companies would buy an overseas rival, rather than vice versa.

Enter Satyam Computer Services. The $1bn scandal at India's fourth-largest outsourcing group, in which its former chairman, B. Ramalinga Raju, in January confessed to manipulating the company's books, has reduced its market valuation from about $7bn to a 10th of that. Even now, its true worth is unknown becauseauditors are still restating the accounts.

In spite of this, the group yesterday began auctioning a 51 per cent stake. Any acquirer would need to be brave indeed - the company also faces investor class-action lawsuits. Yet, Satyam could prove a good gamble for the right bidder. It has retained many Fortune 500 clients and Fifa, the soccer governing body.

Satyam could appeal particularly to European consultancies and software groups, which have not been as quick as US rivals such as Accenture and IBM to build a presence in India. They need access to India's abundant human resources to enable them to respond to big orders from clients.

For the shrewd buyer, Satyam might yet live up to the promise of one of its slogans: "Business transformation . . . it is not alchemy. It is chemistry."

How bad can it get and what are you (the company, as opposed to we, the people) going to do about it?

Shareholders in Cookson were among the first to be tapped for cash this year. Yesterday, it was the UK-based company's turn to shed more light on these two key questions. As for the first question, Cookson, which supplies ceramic components to the steelmaking sector, has been brutally realistic about the collapse in its end market. It sketches a scenario in which global steel production drops 20 per cent in 2009 compared with 2008.

What this reflects is massive destocking as industries such as automotive and construction adapt to a lower level of demand (at least, we have to assume it is destocking because if we are looking at a sustained drop in economic activity of this order, then we have greater things to worry about than Cookson). Investors should be relieved that the company is prepared.

Thanks to the early rights issue and some nifty negotiating with its banks - it has traded an early repayment of a bank facility in return for a more favourable covenant - it has bought itself plenty of headroom.

The answer to the second question boils down to self-help and the strenuous way in which the company is improving its cash position. It is cutting its workforce by about 10 per cent and shutting facilities - though under its most bearish scenario, it might have to take another swing of the axe.

It is wringing extra synergies out of what was in retrospect an ill-timed acquisition, reducing cash outflows (farewell, final dividend) and managing its working capital so as not to build up inventories of its own. For investors with nerves of steel, there is the hope that some of those huge fiscal stimulus plans will help revive demand. It would be unwise though, to bank on government infrastructure projects being shovel-ready soon. Fortunately, with a hard slog ahead, Cookson is.


To rescue or not to rescue Opel seems to be the pressing dilemma for Angela Merkel. The German chancellor faces elections in six months time and the question is whether she can afford the social and political costs of seeing Opel - which employs 25,000 in Germany - collapse.

She appears reluctant to orchestrate an expensive government bail-out and her instinct is to allow Opel to go bankrupt and be restructured under the protection of court administration. Berlin has been angered by the way General Motors has sought to put its back against the wall and also considers that there is not much left of Opel to be saved given that the Opel patents have long ago reverted back to GM in the US. Berlin also argues it is difficult to see how to save Opel in isolation from the other GM European assets.

But her SPD coalition partner and future challenger in the September elections have launched a noisy public campaign to save Opel and German jobs. Frank-Walter Steinmeier, the German foreign minister and SDP candidate in the forthcoming election, says allowing Opel to go bankrupt would be "irresponsible".

So Ms Merkel must now weigh the potential damage to her re-election chances if she decides not to salvage Opel with a large capital injection of taxpayers' money. She can perhaps take some comfort from a recent ZDF poll that showed that 50 per cent of Germans opposed a state bail-out of Opel, with only 44 per cent in favour

Thursday, March 5, 2009

CLB asks govt. to appoint 4 nominees on Maytas Infra board

New Delhi (PTI): The Company Law Board on Thursday asked the government to appoint four nominee directors on the board of Maytas Infra, including the chairman.

Rejecting the government's petition to supercede the entire board of Maytas Infra, the CLB said that it authorises the central government to appoint four persons of eminence on the board of the company as its nominees.

One of the four nominees would be chairman of the board, the order further said.

CLB also ruled that the enlarged board should submit a monthly report on the company, beginning the first week of April.

Besides, no government agency should initiate any criminal or punitive action against these nominee directors without the prior approval of CLB, the order noted.

The government is probing Maytas Infra and more than 300 other companies which are linked to disgraced Satyam founder B Ramalinga Raju's family in connection with the accounting fraud at the IT company

Sunday, March 1, 2009

Satyam board looking for strategic investor on war footing: govt

The induction of a strategic investor would help infuse much-needed funds into Satyam, whose accounts are being reaudited as the fraud investigation proceeds

The induction of a strategic investor would help infuse much-needed funds into Satyam, whose accounts are being reaudited as the fraud investigation proceeds.

Hyderabad: Software services provider Satyam Computer Services Ltd’s government-constituted board is working on a “war footing” to find a strategic investor through an international bidding process that will be completed within a few weeks, corporate affairs minister Prem Chand Gupta said on Sunday.

Thinking positive: Corporate affairs minister P.C. Gupta said on Sunday that he was confident SFIO would complete its Satyam probe in time. AP“The board will find a strategic investor for Satyam through an international competitive bidding within the next few weeks, where anybody from any part of the globe can participate,” the minister told reporters during a visit to Hyderabad, where Satyam is based.
Satyam’s board met last week to consider bid procedures, terms and conditions, but didn’t publicly lay out a road map for the sale of new shares to a strategic investor. The company is at the centre of India’s biggest corporate fraud investigation after founder B. Ramalinga Raju on 7 January confessed that he had doctored its accounts to the tune of Rs7,136 crore.

The board, together with investment banks Goldman Sachs and Avendus Capital Ltd, is “still working on the terms and conditions for the bid process”, said Gupta, who in Hyderabad laid the cornerstone for Corporate Bhavan, which will house offices of the Registrar of Companies, the official liquidator and a bench of the National Corporate Law Tribunal.
Satyam’s board “would take up the entire process in a most transparent and competitive manner without any favour or disfavour to any bidder”, the minister said. The board has to decide the base price for competitive bidding and size of the preferential offer of shares to be made to prospective investors, among other things.

The induction of a strategic investor would help infuse much-needed funds into Satyam, whose accounts are being reaudited as the fraud investigation proceeds. Raju, his brother and former managing director B. Rama Raju and former chief financial officer Srinivas Vadlamani are being held in a Hyderabad jail.

India’s largest engineering and construction firm Larsen and Toubro Ltd (L&T), which has already acquired a 12% stake in Satyam through market purchases, B.K. Modi-promoted Spice Group, the UK-based Hinduja Group and Tech Mahindra, a unit of the Mahindra group, have shown varying degrees of interest in acquiring Satyam.

Modi warned on Sunday that Satyam would face liquidation if the government-appointed board did not speed up the process of selling a stake. He told PTI from the US that talks on fixing a reserve price for the sale amounted to delaying tactics, adding that Satyam’s clients could start deserting it if a resolution wasn’t found soon.

“We are also talking to clients in the USA and in other parts of the world like Malaysia... Most of them are concerned about the future of the company. They have indicated that they will wait till March this year and then decide on whether to remain with Satyam or not,” he said.
Multiple agencies are probing the fraud, including the Central Bureau of Investigation, Securities and Exchange Board of India, Registrar of Companies, the income-tax department, the Enforcement Directorate and the Serious Fraud Investigation Office, or SFIO.
“The government wants the investigation into the fraud to be fast to reach logical conclusion so as to punish the guilty under the law,” minister Gupta said.
On whether SFIO would complete its probe within the stipulated three months, the minister said the agency had to scrutinize an enormous amount of documentation related to the scam. Still, he said he was confident of SFIO meeting its deadline.
“It has not asked for extension of time over and above three months so far,” he said.

Auditors KPMG and Deloitte Touche Tohmatsu are studying Satyam’s accounts to find out the state of its finances.
“The auditors are working day and night on the process of restatement of accounts of Satyam and lot of work is still to be completed,” Gupta said.
PTI contributed to this story.

Saturday, February 28, 2009

CLB to appoint chairman, three directors on Maytas board

New Delhi (PTI): The Company Law Board on Friday said it would appoint four independent directors on the board of Maytas Infra including its Chairman.

"I would appoint four persons on the board of the company (Maytas Infra) that I have in mind. Out of that four, one would be appointed as Chairman. Let the appointed board take its course," said CLB Chairman S. Balasubramanian while reserving his order over government's plea to supersede the board of the company.

This was also accepted by the counsels representing the Maytas Infra. The company has proposed strength of nine directors on its board, including four independent directors.

During the proceeding, the Maytas counsel suggested some names for the post of independent directors which included names of some former CLB chairmen and members, and former MRTPC members.

The board, however, immediately rejected it and returned the list of the names to Maytas counsels.

Meanwhile, creditors IDBI and ICICI Banks and IL&FS, which have 37.01 per cent shares of Maytas, today submitted that they do not want any representation on the company's board. They further requested CLB to appoint persons expert in their field on the Maytas board.

However, the banks pleaded that the present directors of the company should refrain from participating in the board meeting "in greater public interest".

"...For four weeks, their representatives should not vote on any proposal. No one would take a penny from the company. This is in the greater public interest of the company having 34 big projects.

"We would not even seek representation in the company. Future is to be seen. Let there be an immediate appointment of independent directors of the company...before everything would go in dust," pleaded counsel for the creditors Dushyant Dave.

However, this was opposed by the counsels of the Maytas Properties saying that it would amount to indirectly superseding the board.

The government on Friday once again opposed the proposal of appointment of independent directors and requested the board to allow its prayer to supersede Maytas Infra board.

"The central government has no faith in the present management of the company. They themselves are denying any fraud in the company and now deciding who should be appointed on the board of the company," submitted a deputy director appearing on behalf of the company.

He further submitted that the company has projects worth Rs 6,800 crore and debt around Rs 1,270 crore.

"It has big projects like Hyderabad Metro Project. If the company fails, then it would have impact...project would be delayed by 10 years and company would be flooded with litigations," he submitted.

However, the CLB Chairman on Friday again said that he was against superseding Maytas Board at this stage and asked the government to furnish evidence supporting their allegation.

"You want to supersede at this stage, I disagree... Show me the material evidence. I want to see it before taking any decision. I have to follow principles of law and cannot go merely on allegations.

"Tell me incidences, how company is suffering? How they are not discharging their duties? How it has affected the public interest...," said the CLB Chairman after the government repeatedly failed to present material evidences supporting allegations against Maytas Infra.

"You are at an interim stage...investigations are going on. Bring more material evidence based on that," he said. The CLB also declined request by IDBI and ICICI Banks to pass a status quo order on the contracts and projects of the company.

"No...the new board would take care of it. I am not concerned," said CLB Chairman.

The CLB order is expected to be delivered early next week.

CLB wants four directors on Maytas Infra

28 Feb 2009

NEW DELHI: The Company Law Board on Friday suggested appointment of four independent directors on the board of Maytas Infra, including a chairperson, which was accepted by the Raju-family controlled company but opposed by the government. “I would appoint four persons on the board of Maytas Infra. Out of the four, one would be appointed as chairman. Let the appointed board take its course,” CLB chairman S Balasubramanian suggested during the hearing on the government’s plea to supersede the company’s existing board.

While this was accepted by the counsels representing Maytas Infra, the government counsel opposed the suggestion, pleading for sacking of the existing board. “The central government has no faith in the present management of the company. They themselves are denying any fraud in the company and now deciding who should be appointed on the board of the company,” the government counsel argued. Maytas Infra, listed on the stock exchanges, has seen resignations by its directors, following the confession by Satyam’s disgraced founder B Ramalinga Raju of cooking up the company’s books.

While RC Sinha, the non-executive director and chairman, resigned on January 9, the company’s CEO and director PK Madhav resigned on January 19. Of the three independent directors — CS Bansal has resigned, while CS Mohan passed away in November last year.

RP Raju is now the only independent director on the company’s board. And while Teja Raju continues as vice-chairman, the company had on January 30 appointed B Narasimha Rao (v-p contracts and claims division and head, corporate affairs) as a director.

Balasubramian refused to take any immediate decision on sacking the existing board and asked the government to furnish evidence supporting their demand. “You want to supersede at this stage, I disagree... Show me the material evidence. I want to see it before taking any decision. I have to follow principles of law and cannot go merely on allegations... Tell me incidences, how company is suffering? How they are not discharging their duties? How it has affected the public interest...,” the CLB chairman said.

IL&FS — that also holds a stake in Maytas Infra as Satyam promoter family pledged shares to them — suggested while the existing directors of Maytas should be allowed to continue, they should not be allowed to vote. “Let them contribute with their experience, but not vote,” said Ashok Desai, former Attorney General and senior advocate who appeared for IL&FS. However, this was opposed by the counsels of the Maytas Properties saying it would amount to indirectly superseding the board.

Non-tech firms can now bid for Satyam

27 Feb 2009 ET Bureau

HYDERABAD: The government-appointed board of Satyam Computer Services on Thursday decided to allow non-IT firms to join the race to buy the software firm. PE firms with a partner will also qualify as bidders, said a person privy to the development.

The move comes as something of a surprise as the Satyam board had earlier contemplated making prior experience in the IT sector as a qualification criterion, as reported in this paper. But it was reckoned that the norm would have been restrictive, given that only a clutch of IT firms have shown interest in acquiring Satyam. It would have also disqualified PE firms from bidding.

“We have decided to open the window further, by allowing firms with managerial experience in the non-IT sector to bid for Satyam as long as they meet certain financial parameters such as net worth. Stand-alone PE firms will not be allowed to bid, but a PE player can make a joint-bid with a partner,” said the source. Some consortiums are in the process being formed.

There were always two views within the board, according to another person familiar with the matter. While one view was that the bidders should be restricted to firms with IT experience the other opinion was that it would narrow the field. The latter appears to have prevailed. “In the Indian software space a firm like Flextronics is being run by PE firm KKR,” said this person. The board, which met on Thursday, has asked the investment bankers Goldman Sachs and Avendus to formulate the guidelines for qualification. Sebi and the Company Law Board will have to approve these norms, the person quoted first said.

The board also inched closer to finalising the pricing guidelines for preferential allotment to a strategic investor. “The board is expected to give its recommendations on pricing to Sebi in a day or two,” this source said. Operational issues including cost-cutting were also discussed in Thursday’s meet.

The company is expected to adopt a two stage process while selecting a strategic investor. It will invite expression of interest (EOI) from prospective bidders. The board will short-list bidders based on the qualification criteria. After this the strategic investor will be selected from the short-listed bidders through a fair and transparent auction process that would be overseen by a retired Supreme Court judge or the former Chief Justice of India.

The Company Law Board (CLB) has already authorised the Satyam Board to make a minimum 26% preferential allotment of equity shares to a strategic investor and raising the company’s capital base to Rs 280 crore from Rs 160 crore, or to 140 crore shares from 80 crore shares.

The board could allow the strategic investor to buy up to 31% equity through a preferential allotment and an additional 20% through a mandatory open offer. A second round of preferential allotment of shares may be on the cards if the response from the open offer of shares is poor.

Thursday, February 26, 2009

Maytas evaluation: E&Y refutes Govt's allegations

25 Feb 2009,


NEW DELHI: Audit firm Ernst and Young (E&Y) has refuted the government's allegation that it over-valued Maytas Properties and the entire valuation work was done in a day. We refute the allegation ... that E&Y spent one day to conduct the valuation of Maytas Properties Ltd and the same was overvalued. Our association with the engagement was much longer, which can be demonstrated by sufficient documentation on the matter, a spokesperson of the audit firm said.

The firm also said that it was not appointed by Satyam Computer Ltd or any of its subsidiaries to conduct the valuation of Maytas Properties. In an unrelated context, E&Y was engaged to undertake a valuation of Maytas Properties, as required under the guidelines of the Reserve Bank of India, for a proposed share transaction involving existing shareholders of Maytas Properties Ltd, it said.

On Tuesday, the government told the Company Law Board (CLB) that E&Y had undertaken the valuation of Maytas Properties, prior to Satyam s aborted attempt to buy-out the company.

How hollow this valuation is... As per our knowledge, the company does not have any land bank and this company, having a turnover of mere Rs 22 crore, was valued at Rs 6,523 crore, an official in the ministry of corporate affairs told CLB while arguing its case to supersede the board of Maytas Properties.
ET Bureau

Monday, February 23, 2009

Satyam gets nod to select buyer

22 Feb 2009, ET Bureau

Satyam Computer Services on Thursday won approval to increase its capital base and rope in strategic investors, setting the stage for
keenly-contested auction critical to ensure the company’s survival.

The Company Law Board (CLB) permitted the scandal-hit software company to raise its authorised capital to Rs 280 crore from Rs 160 crore, and allowed it to induct a strategic investor through a competitive auction process.

Engineering major L&T, Mahindra group firm Tech Mahindra and BK Modi-owned Spice Group are some of the suitors that have declared their interest in Satyam. The government-appointed board of Satyam is considering the option to impose a lock-in clause while making a preferential allotment to the strategic investor.

This is aimed at discouraging frivolous bidders from buying into the software firm. One option is to have a three-year lock-in on 26% of the preferential allotment of equity shares to be made to a strategic investor. Once a timeframe is finalised, the board will submit the plan to the CLB and then to SEBI.

Friday, February 20, 2009

Govt wants Satyam to offer 51% to strategic investor

New Delhi February 21, 2009

Wants to ensure sufficient funds for working expenses, class action suit; board in favour of 26%.
The government is understood to be in favour of selling a 51 per cent stake in the beleaguered Satyam Computer Services, so that the ailing firm can raise sufficient funds to meet its working capital expenses and liabilities from the class-action suits.

This assumes significance because the six-member government-nominated board was in favour of Satyam divesting a 26 per cent shareholding, on the assumption that there would not be a sufficient number of bidders.

If the government’s view prevails, a successful bidder would have to pay between Rs 4,000 crore and Rs 5,000 crore for the 51 per cent stake. Acquisition of an additional 20 per cent shareholding through an open offer would be over and above these conditions, said sources close to the development.

The board is expected to take a final decision to this effect early next week.

The actions follow Company Law Board (CLB) approval yesterday for Satyam to sell equity to a strategic investor. In its order, the CLB said the strategic investor should be selected through an open-bidding process that will be overseen by a retired High Court chief or a Supreme Court judge.

The ministry of company affairs, sources noted, is in favour of these conditions since the ailing company needs sufficient funds to refurbish its balance sheet. The government, it is learnt, is also of the view that the strategic investor should bring in sufficient funds into the company to meet any eventuality that may arise out of the 13 class action suits filed in the United States.

If the board decides to invite bids for 51 per cent, Satyam will have to issue around 697 million shares of Rs 2 each to expand the capital base from the current base of 670 million shares. At the average market price of around Rs 50, the deal would fetch around Rs 3,500 crore.

On the other hand, if the company divests only 26 per cent, it would have to issue only 235 million shares and raise only Rs 1,200 crore, which may not be sufficient, sources said.

Moreover, if Satyam divests 51 per cent, the average share price for the open offer would be lower than if the company divests 26 per cent (because in this case, the shareholder would benefit rather than the company, since the pricing would be more aggressive).

Satyam board member Tarun Das recently revealed that six or seven companies — both Indian and global IT, manufacturing and PE firms — have approached the firm for a complete buyout. To evaluate this, the company’s legal advisors Amarchand Mangaldas have appointed KPMG and Deloitte, who will give their findings in six weeks.

The strategic investors include Larsen and Toubro (which now has a 12 per cent stake in Satyam and has invested around Rs 670 crore in the company so far), Tech Mahindra, Aegis BPO (which is only interested in the BPO business), and the iGate-PE combine. L&T, in fact, has categorically expressed its interest to the government in acquiring management control in Satyam.

Wednesday, February 18, 2009

Satyam probe: CBI to team up with ministries, institutions

CBI took over the case one day before the Lok Sabha is to discuss the scam, which has shaken investors and raised questions over India’s corporate governance standards


New Delhi: The Central Bureau of Investigation (CBI) will assemble a “multi-dimensional” team to probe the Rs7,136 crore fraud at software maker Satyam Computer Services Ltd.
CBI, India’s premier investigating agency, took over the investigation of the country’s biggest accounting fraud on Wednesday.
Jigsaw puzzle: A file photo of Satyam founder B. Ramalinga Raju (right) seen through a car windscreen as state criminal investigation department takes him in custody in Hyderabad on 18 January. Mahesh Kumar A / AP“A joint consultative and coordinating mechanism is being worked out with concerned ministries, departments and institutions for providing necessary assistance to CBI,” a spokesperson for the agency said.
CBI took over the case one day before the Lok Sabha is to discuss the scam, which has shaken investors and raised questions over India’s corporate governance standards. Minister for corporate affairs P.C. Gupta is likely to reply to the discussion.
The investigating team that CBI is forming will be based in Hyderabad, home to Satyam, whose founder and former chairman B. Ramalinga Raju, brother and former managing director B. Rama Raju and former chief financial officer Srinivas Vadlamani are in a jail in the city after being arrested in connection with the swindle.
With the case being transferred to it from the crime investigation department of the Andhra Pradesh police, CBI can gain custody of Raju for up to nine days to question him over the scam. CBI officials who didn’t want to be named said records and other material associated with the Satyam probe were being taken over by the agency, which would register a case soon.
Raju was arrested after confessing on 7 January that he had been cooking the company’s books over several years by inflating revenue and profit and creating fictitious profits.
The Andhra Pradesh Police, the Serious Fraud Investigation Office, market regulator Securities and Exchange Board of India (Sebi) and the Institute of Chartered Accountants of India, the country’s main accounting body, and the Income-tax (I-T) department are involved in probing various aspects of the Satyam fraud.
A local court in Hyderabad on Wednesday allowed the I-T department to interrogate Raju on 21 February. Sebi officials questioned and recorded the statement of Raju and his brother for three days from 4 February in Hyderabad’s Chanchalguda jail.
Bail petitions filed by the Raju brothers and Vadlamani were dismissed by the court, which also allowed Sebi to question the former chief financial officer and former Price Waterhouse partners S. Gopalakrishan and Talluri Srinivas, also arrested in connection with the scam.
Satyam’s accounts are being examined by the audit firms Deloitte Touche Tohmatsu and KPMG, whose India chief operating officer Richard Rekhy said the restatement of accounts could take as long as six months. “It is not a one-year account, you have to go back three-four years...,” Rekhy said.
The Central government dissolved Satyam’s board and appointed directors led by Kiran Karnik, former president of the industry body National Association of Software and Service Companies, after the scandal broke. On Tuesday, the government decided to supersede the boards of Maytas Infra Ltd and Maytas Properties Ltd, firms promoted by members of the Raju family.
Maytas Infra shares rose Rs2.70, or 5%, to Rs56.70 on Wednesday as investors cheered the news. Maytas Infra said in a statement that it will contest the government’s move to remove the construction firm’s directors before the Company Law Board.
The Andhra Pradesh government said it will not act in haste against Maytas Infra. “The government will not cancel the projects awarded to Maytas just because the management is changing. The agreement has been signed with the company and it would be responsible for carrying the projects forward,” state finance minister K. Rosaiah said.
Among the main projects awarded to Maytas Infra and its joint venture partners is the Rs12,200-crore Hyderabad Metro Rail, for which financial closure is supposed to be achieved by March-end.
In a separate development, Union labour minister Oscar Fernandes said Satyam has 43,622 workers, citing the records of the government’s pension fund authority.
On Tuesday, corporate affairs minister Gupta told lawmakers that Satyam has 53,000 workers, adding that the government had no knowledge of bogus workers.
The Hyderabad-based company padded employee numbers to siphon off cash, a prosecutor alleged at a hearing last month.
Satyam employees earning more than Rs6,500 a month can opt not to join the government-run pension fund, according to the Employees’ Provident Fund Organization’s rules. Overseas employees of Satyam also aren’t required to join the pension plan.

India Wants Maytas Directors Out Article

NEW DELHI -- The Indian government Tuesday said it has found possible fraud at Maytas Infra Ltd. and unlisted Maytas Properties Ltd., and that it has asked the country's Company Law Board to remove the two companies' directors.

"On the basis of the information available, the government finds a strong possibility that the affairs of Maytas Infra and Properties were conducted by its present management with fraudulent intent," Corporate Affairs Minister P.C. Gupta told reporters.

Both companies are controlled by the family of the founders of software exporter Satyam Computer Services Ltd., which is being probed for financial irregularities.

Mr. Gupta said that the government Tuesday asked the Company Law Board, or CLB, to nominate directors to the boards of the two companies.

The CLB -- an independent, quasi-judicial body -- will hear the matter Feb. 24., Mr. Gupta said.

Hyderabad-based Satyam was plunged into turmoil following revelations by founder B. Ramalinga Raju in early January that he had overstated profits over several years and created a fictitious cash balance of more than $1 billion.

Maytas Infra and Maytas Properties officials couldn't be immediately reached for comment.

Saturday, February 14, 2009

We will not ask for legal immunity to acquire Satyam: Modi

14 Feb 2009,ET Bureau

HYDERABAD: Spice group chairman BK Modi said on Friday his company would not ask for any legal immunity to acquire controlling stake in the scam-hit Satyam Computer Services. According to him, the Spice group is willing to take calculated risk by taking over Satyam even before the company’s financials are being restated. It has also appointed Enam Securities as investment banker for the deal.

“We know that it is not possible to get legal immunity as there are many legal suits against Satyam worldwide. Being a global company, we have the wherewithal to fight all these legal battles. However, it will be reflected in the buyout pricing as our legal expenditure may shoot up after the acquisition,” said Modi.

Modi is in Hyderabad for a three-day visit and meeting partners, clients and creditors of Satyam. “This will help us analyse the company’s current status and look at probabilities of its financials. We have lined up over Rs 2,000-crore cash for the buyout,” he said.


Last year, Spice had sold its mobile services business to Idea Cellular for Rs 2,700 crore and this deal accounts for much of its cash pile. He claimed the Satyam board was expected to come up with a transparent auction process to sell the company in a week. “The board has agreed for fresh issuance of equity.

The value of the equity will be decided through the auction process, We also prefer the fresh equity route to acquire Satyam control,” he said.

Satyam targets Rs 8,000-crore receivables

14 Feb 2009, ET Bureau

HYDERABAD: Tainted Satyam Computer Services is expected to garner around Rs 8,000 crore from customers over the next one year, even as the board is close to firming up the eligibility criteria for potential suitors, including many PE firms. The money is expected to be raised from both existing as well as new customers.

“Satyam expects receivables of over Rs 650 crore every month and the projections include revenues from over half-a-dozen new small- and mid-sized clients who have come on board recently,” said a source privy to the development. The software firm has already taken a bridge loan of Rs 300 crore each from Bank of Baroda and IDBI to meet immediate working capital needs. The source confirmed that investment bankers Goldman Sachs and Avendus were vetting a proposal on sale of controlling stake in Satyam through fresh issuance of equity, whose value would be decided through a transparent bidding process.

“A preferential allotment of equity by Satyam is one of the options being considered, but a decision is still awaited. Investment bankers are working out the eligibility criteria for prospective buyers who want to take over management control. Several PE investors have made proposals to the board, besides domestic and international firms which have expressed interest in acquiring Satyam,” the source said. Satyam’s suitors include engineering firm L&T, BK Modi-promoted Spice Corp, Tech Mahindra and iGate, among others. The Hindujas have also confirmed their interest in the software firm.

On January 7, company’s disgraced founder B Ramalinga Raju confessed to perpetrating a Rs 7,000-crore financial fraud. Global audit firms KPMG and Deloitte are restating company’s account. But the process is expected to take a while. A restatement of the accounts would be crucial for valuation of the company.

Last month, the board made it clear that the strategic road map for Satyam would not include the option of hiving off parts of the company and selling them as separate units. The company would only be sold as an integrated entity. “A sale of parts of Satyam at this stage would be contrary to the mandate of regulating affairs of Satyam as a going concern, as stipulated by the government,” the board had said.

The board has been in touch with Satyam’s customers to assure them of business continuity. Satyam’s major clients include GE, Applied Materials, DuPont, Qantas and Bombardier. Shares of Satyam were up by 0.4% to close at Rs 46.3 on the Bombay Stock Exchange
. Meanwhile, Satyam sought to boost employee morale saying “every effort would be made to ensure that the firm continues as an independent entity” in an internal news letter.

Satyam scam: Anti-fraud cell officials interrogate Rajus

14 Feb 2009,

HYDERABAD: A 12-member team of the Serious Fraud Investigation Office (SFIO) saturday quizzed Satyam Computers founder B. Ramalinga Raju, his brother B. Rama Raju and former chief financial officer Vadlamani Srinivas in Chanchalguda jail here.

The SFIO officials grilled the accused throughout the day in the presence of their lawyers. The officials divided themselves into three teams and questioned the accused separately from 10 a.m. to 5 p.m.

The interrogators recorded the statements of the accused with regard to various aspects of Rs.70-bn (Rs.7,000-crore/$1.43-bn) fraud admitted by Ramalinga Raju Jan 7.

The SFIO team is believed to have questioned Ramalinga Raju about the fudging of accounts, insider trading, diversion of Satyam funds to over 300 companies floated by him and his family and the role played by other company officials in the fraud.

A city court had Friday allowed SFIO to question all the five accused in jail over two days. The team will question on Sunday two former auditors of Pricewaterhouse - S. Gopalakrishnan and Srinivas Talluri.

SFIO, a multidisciplinary organisation that investigates serious financial frauds, had sought 10 days to record the statements of the accused.

The interrogation by SFIO has come close on the heels of market regulator Securities and Exchange Board of India (SEBI) questioning the Raju brothers for three days in jail.

The SEBI officials grilled them Feb 4-6 following an interim order from the Supreme Court.

SEBI has also filed a petition, seeking permission to interrogate Vadlamani Srinivas and two former auditors.

Sixth Additional Chief Metropolitan Magistrate D. Ramakrishna has reserved his orders on SEBI petition and will give his order Feb 17.

Monday, February 9, 2009

Assembly debate on Satyam-Maytas fraud: 15 MLAs suspended

10 Feb 2009, PTI


HYDERABAD: Fifteen MLAs belonging to opposition parties were suspended for the day from the Andhra Pradesh Assembly today as they demanded continuation of the debate on Satyam-Maytas scandal.

The House that assembled for the evening session proceeded to take up discussion on the motion of thanks to the Governor's address.

The opposition members, however, demanded that the inconclusive debate on Satyam-Maytas issue be continued but Speaker K R Suresh Reddy said it could be taken up on Tuesday after the Question Hour.

As the opposition members persisted with their demand, Legislative Affairs Minister K Rosaiah moved a resolution for suspension of 10 TDP, three CPM and one CPI MLAs from the House for the day.

The motion was carried through voice vote. The opposition MLAs then staged a protest at the Assembly entrance and deplored the government's attitude.

Saturday, February 7, 2009

New Satyam CEO accused of insider trading

Statesman News Service
MUMBAI, Feb. 6: The decision of the government appointed board of Satyam Computers Limited to appoint Mr AS Murty ~ described as an insider in some quarters ~ as the new chief executive officer of the disgraced IT major has already raised a stink as some enthusiasts on Dalal Street have dug out at least three transactions from the Bombay Stock Exchange data which showed Mr Murty had sold 40,000 stocks of Satyam and pocketed about Rs 90 lakh just days ahead of Satyam’s aborted bid to invest more than Rs 8,000 crore in its property development subsidiaries.

Analysts say whether the deals should be probed as insider trading or looked upon as normal legitimate transactions is for the market regulator, the Securities and Exchange Board of India to decide.

The data showed Mr Murty had sold 7,000 Satyam stocks on 12 December, 14,000 on 15 December and 19,000 on 16 December when the price on the exchange was Rs 220.75, Rs 225.40 and Rs 226.50 respectively.

As Dalal Street closed on 16 December, Satyam’s Mr B Ramlinga Raju declared his intention to buy out two subsidiaries.
At least three other top executives of Satyam, according to BSE data, started selling their shares from October onward. They had sold about 106,000 Satyam stocks from October to 16 December and earned around Rs 2.5 crore.
Two other names which find mention are Mr Manish Mehta and Mr K Sriram.
Dalal Street watchers claim Mr Murty has been Mr Raju’s confidant. Nor were these observers surprised at his choice as the new CEO.
Sebi is already looking into allegations of insider trading by the Raju brothers, who according to Dalal Street sources, allegedly rigged the stock price to take it up and then sold to make money.

It is alleged ~ an allegation which also finds mention in a report by the Registrar of Companies ~ that the promoters sold more than four crore stocks and earned more than Rs 1,050 crore.
The new Satyam board claims it had discussed the sale of Satyam stocks by Mr Murty with Sebi before it selected him as the new CEO.

Nothing wrong, says Gupta
NEW DELHI, Feb. 6: Corporate affairs minister, Mr Prem Chand Gupta, said today there was nothing wrong in Satyam's new CEO Mr AS Murty selling about 40,000 shares of the company days ahead of an acquisition move. “What's wrong in that... even if you have shares, you will sell them,” he said here. Meanwhile, the government has announced former Nasscom president Mr Kiran Karnik’s appointment as chairman of Satyam's new board. n PTI