Ramalinga Raju, Chairman, of Satyam Computers is reported to have "admitted fraud" of Rs. 5040 crores (see amongst numerous other reports, this report). Without intending to overstate, I think, for India, this episode may be bigger than what Enron was for US.
So many fundamental questions are likely to arise that the preliminary and obvious issues of corporate governance and role of independent directors will perhaps become side issues. Even the serious issue of the role of auditors would look smaller and bigger, more fundamental issues will need to be raised.
It is inevitable that this matter will be immensely sensationalised - very likely far, far more than the issue demands (the issue of course deserves wide and very serious publicity and debate). Some very basic and fundamental safeguards, whether of law or of institutions, will be questioned. When the alleged frauds were being perpetrated, what did the auditors do? What did the Independent Directors do? What did SEBI and Stock Exchanges do? What did other institutions, which may be appearing as periphery, but are equally powerful, such as Registrar of Companies and others, do? In fact, the question also would be, what did the shareholders do when they were being provided information which are now alleged to be basically and very substantially false? In particular, what did institutional shareholders, who are more far more financially literate and experienced, do? How did tax authorities accept such accounts? What are the legal provisions to prevent and punish frauds? What happened to the protection given by accounting standards and framework? And so on and on.
The related question is, if all or many of these failed, what are the changes required in law and related structures to prevent such things from happening again and to punish the wrong doers?
In this cacophony that will assuredly follow, it would be a worthwhile and a very learning exercise to take this episode as a case study to examine the issues raised at various places and examine this in the context of existing provisions. So for my own learning and, if I may be immodest enough to say, of yours, I propose to submit regular updates in this blog of how this episodes unfolds. I am sure, in the process, the wording and role of very many laws, and institutions would be questioned and it would be worth examining each of these issues calmly and objectively.
As a result of the inevitable sensationalised coverage, certain things will certainly happen Numerous gaps will be found in law, in institutions and otherwise. Suggestions will be made to change them as, e.g, US did through the Sarbanes-Oxley Act. The issue for debate would be, what of these changes are really needed and whether even the Sarbanes-Oxley Act was successful in preventing and/or punishing wrong doings. The question will also be whether laws and institutions, howsoever comprehensive and harsh, are capable of preventing, detecting and punishing such acts.
Such harsh and comprehensive paper laws and powerful institutions have often been found to make life difficult for the 95 other law abiding companies when 5 companies are found guilty. Particularly, when the other 95 companies play fair and abide the law in its letter and spirit - in fact, they may do this for their own reputation, whether such laws existed or not. I also talk of 5 companies instead of 1 since I am sure it is not just Satyam who is allegedly guilty.
The developments that have also to be seen is how the alleged wrong doers in Satyam are punished. It is almost inevitable that - particularly if there is, as reports suggest, a straight confession of fraud - that many top guys would even be imprisoned. The sheer press coverage and outrage will leave not scope for defence, whatever little that may be possible. However, would we be then satisfied and contented that the law has taken its due course. Then, of course, we are going in the other extreme and not learning from the exercise.
So, as I said, what I hope through here is to examine the episode as it unfolds in the form of facts coming out and issues and suggestions being raised. Whether we learn or not from this exercise is to be seen, but I am sure I will be more informed when I narrate this story to my grandchildren!
Readers comments, informations and other input are welcome and are looked forward to.
- Jayant Thakur