Satyam acquired by TechM: Analysis

TechM emerged today as the highest bidder for Satyam. While this is puts TechM in a new league, the question that must be asked is the following

• Did TechM have an information advantage as there was one common member on the boards of both the companies? Now don't take me wrong, the information passed does not necessariy have to be explicit. Just the fact that the board member, who has a fudiciary responsibility to protect the interest of shareholders not stopped techM from bidding where it did means they had an advantage.
• Had it not been the case, would it not have made more sense for L&T to have bid higher since it already has a 12% stake in the company?

If this is the case then TechM got satyam for a bargain and perhaps this explains the jump in price in TechM's shares.
IBM which was rumored to be bidding for Satyam was clearly never going to be in the race. It had the least to gain. Why should an IT player such as IBM take only a financial risk of class action suites. It already has access to customers and to offshoring (remember it already has 50K+ employees in India). Same for Cognizant (it therefore withrew at the 11th hour). Wilbur Ross (a financial player) was only going to to be interested in partnership with a strategic player and at cheaper valuations. In normal times it could have leveraged and may have been able to offer higher valuations. Then again, these are not normal times.

A Grade Directors, B Grade Boards - Satyam Fiasco

Government has appointed 3 big names as independent directors to the new board of Satyam and promises to expand the board further. While the credentials of the three cannot be questioned, it is to be seen how they perform as a team. 

The previous board too had big names. People who are gurus in their own right. The likes of Palepu, M R Rao, Vinod Dham were truly 'A' Grade Directors. Raju for that matter did create India's fourth largest IT services company. However, as a team, it did turn out to be a 'B' Grade Board. Palepu infact was an expert on corporate governance. One of his course presentations begins with the title 'A Grade Directors, B Grade Boards'. Apparently its easier to preach then to perform. 

Anyways, what are the incentives for these new board members to perform? What about their existing organizations where there are already directors and conflict of interests? Only time would tell on how they perform. 

(A)Satyam Fiasco

The turn of events at Satyam has gone progressively from bad to worse over the last few weeks culminating in the confession letter from the Chairman, B Ramalingam Raju. The independent directors have already fallen like nine pins with half the board having resigned even before the 'suicide' note sent by Raju.

However, what baffles most is the claims made in the letter itself. Even more than the fact that he did defraud the investors, what was baffling is that how system (investor scrutiny, a reputed independent auditor and scores of professionals in the company, all sworn to ethics by their affiliation to the association to the body of chartered accounts.

Add to that the disbelief that the company itself was poorly managed and the claim that the company made just 3 percent operating margin on revenues of over 2000 crores (Rs 20 Billion) in Q2 of FY09 while even smaller companies made margins between 12-15 percent. The larger ones infact make close to 30 percent margins.

So the fear is that Satyam actually made money (and cash) all these years and this has been siphoned off over the last few months or systematically over the years into either the the infra companies (Maytas infra and Maytas Properties)

The aborted Maytas deal was the first botched step to cover the tracks. The letter seems like a last ditch attempt to save the rest of the family (read the Raju sons) from ruin and from the law catching up with them and possibly other friends (read accomplices) at Satyam.

He, infact may be counting on the laxity in law enforcement in the country. The cases go on for years while he roams free on bail.

That he has damanged his reputation is a sad fact that would have happened anyways. Its unfortunate that he resorted to this. After all he is the man behind creating India's fourth largest IT services company.

The equity analysts have withdrawn their coverage on Satyam as they the accounts that they rely on now have no credibility

Banks have stopped relying on certificates issued by PWC. Even for other organizations. If the circle of Trust, the very basis of the finance has been broken we could all face anarchy.