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Date: 02/07/2012 Time: 19:36:11

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IBS Case Development Center

Infosys and Satyam Computers: Whose Wealth is Maximised?

This case study was written by Fareeda (Research Associate), IBSCDC and D. Satish (Professor of Finance), IBS, Hyderabad. It is intended to be used as the basis for class discussion rather than to illustrate either effective or ineffective handling of a management situation. The case was compiled from published sources.

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Sem-I, Class of 2014

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Infosys and Satyam Computers: Whose Wealth is Maximised?

The founders of Infosys emphasised on how much wealth it could create for its stakeholders its customers, shareholders and employees.[1] - Tarun Das, Chief Mentor, Confederation of Indian Industries (CII) Creating shareholder wealth is integral to our values. We try to meet expectations, maximise shareholder returns and give them the best possible information to evaluate us.[2] - B. Ramalinga Raju, Founder and Former Chairman, Satyam Computers
What is the primary responsibility of a company? Shareholders wealth maximisation. What is the primary responsibility of a CEO? To ensure that shareholders wealth is maximised by leading and

navigating the company through the market dynamics. What is the responsibility of a CFO? Does any one out there know for sure? CFO is the money boss in any company. However, what intrigues everyone is: how few CFOs are able to generate far superior returns while many other CFOs fall wayward? What defines the roles and responsibilities of a CFO? For want of a clear definition of roles and responsibilities, a careful examination of roles played by two CFOs at two different Indian IT companies - Infosys and Satyam Computers might just do the needful. At the end of the description, one is intrigued with a simple yet powerful question: How was it that Infosys CFO could generate better returns for the company than his counterpart at Satyam Computers? Any listed company is responsible to maximise the returns of its shareholders through its operations and earn good reputation. Maximising investors returns has become a factor of competitive advantage. Also, in the ever changing and competitive IT industry, companies are striving hard to increase their market shares. Infosys, Indias second largest software company has proven with its institutionalised approach that it is essential to understand the concerns of the shareholders to generate greater returns. On the other hand, Satyam Computers, in spite of being a reputed company, suddenly lost the trust of the shareholders after the fraudulent accounting was exposed. The CFOs of both the companies had played their respective roles. However, while one was successful in his attempts to maximise shareholders returns, the other was not.

Infosys: The Story of Wealth Maximisation

Infosys Technologies Ltd., is one ofthe best known software companies in India providing consulting and IT services globally. Founded by N. R. Narayana Murthy (Murthy) in 1981, along with six other engineers with the initial capital of $250, Infosys in due course has become a $4 billion (2008) revenue generating company.[3] Infosys has always been recognised as a globally benchmarked company with its value system and corporate governance standards. Being formed prior to economic liberalisation in India (1991), it was hard for Infosys to grow due to currency restrictions in spite of the growing global demand for low-cost, off-shore IT services. Postliberalisation, it began to grow at a much faster rate by acquiring few foreign clients (in Europe - Labinf in Milan and Reebok in France) and expansions. In 1993, it went public, opening trade at INR 145 per share, though its IPO price was INR 95 per share. In 1994, it made private placement of about 550,000 share at INR 450 each to the financial institutions, foreign institutional investors and corporate. Several factors including its internal strengths and prominent and dynamic promoters contributed to the growth of the company. The growing global connectivity and growing number of Indian technicians formed the basis for the extraordinary growth of the company. In 1999, its revenue had touched $100 million and it issued about 2,070,000 American Depository Shares (ADSs) under ADS programme (equivalent to 1,035,000 equity shares of par value INR 10 each) at $34 per ADS. The same shares were listed on the NASDAQ (National Association of Securities Dealers Automated Quotations), an American Stock Exchange making itthe first Indian company to get listed on NASDAQ in 1999. Over the years, a company rewarded its shareholders with bonus issues and stock splits (Exhibit I).

Exhibit I
Bonus Issues and Stock Splits of Infosys
Fiscal 1986 1989 1991 1992 1994 1997 1999 2005 2007

Bonus

1.1

1.1

1.1

1.1

1.1

1.1

1.1

3.1

1.1

In addition of shares, the company split the stock in the ratio of 2 for 1 in fiscal 2000 Source: Infosys Annual Report 2007-2008, http://www.infosys.com/investors/reports-filings/annualreport/annual/Infosys-AR-08.pdf, page 122

Between 2000 and 2006, Infosys had achieved significant growth. It grew at compounded annual growth of 41%, with revenues increasing from $545 million in 2000 to $2.16 billion in 2006.[4] It took around 23 years to reach the milestone of$1 billion revenue (2004), and just took another 23 months to reach $2 billion benchmark (2006). On this occasion, the companys top management officials commented, This sums up the remarkable change in scale and speed that Infosys has experienced over the last 25 years. We have managed this growth without sacrificing quality, client satisfaction and corporate culture.[5] During the same period, the company even completed the second issue of ADSs. It offered $294 million issue in 2003, $1.1 billion and $1.6 billion issue in 2005 and 2006 respectively. The companys share price movement had always beaten sensex (Annexure I). Infosys has always believed in maximising the returns of its shareholders in both short- and long-term. The companys income had increased from just INR 8,820 million in 2000 to INR 156,480 million in 2008 (Exhibit II). Infosys had even de-risked itself by reducing its dependence on the US markets - the companys business from the US, which was about 90% in 2000, had reduced to 60% in 2008.[6] The company is expecting about 19%-21% growth in revenues in 2009, resulting to the Earnings Per Share (EPS) growth between 17%-19%.[7] The company pays 20% dividend every year and plans to increase the maximum dividend payout to 30% in 2009. Infosys has many firsts to its credits besides being the first Indian company listed on NASDAQ. In 1994, it was the first company to introduce Employee Stock Option Plan (ESOP) in India. It was also the first Indian company to follow GenerallyAcceptedAccounting Principles (GAAP), and first to announce its quarterly results regularly on time in India and abroad. Its vision statement powered by intellect - driven by values[8] sums up the standards it had set in every business activity - best campus, best working environment, best employer, most transparent dealings, highest quality standards, never seek any deviant benefits from the government and highest ethical standards. Exhibit II

The Financial Performance of Infosys during 2000-2008 (INR crore) Details 2000 2001 2002 2003 2004 2005 2006 2007 Income 921 1901 2604 3626 4761 6860 9028 13149 Operating Profit 378.88 765 1038 1272 1584 2325 2989 4225 (PBIDTA) Profit After Tax 293.52 628.81 807.96 958 1234 1904 2421 3783 (PAT) EPS (par value of 43.23 94.23 122.12 144.63 46.84 69.26 88.67 67.82 INR 5 each) P/E Ratio (times) 36.57 25.44 21.28 26.35 32.59 33.62 29.76
Compiled by the Author

2008 15648 4963 4470 78.24 18.40

Infosys aspires to be the global benchmark company providing high value services. It provides a range of software services from the basic application level such as system upgrades and maintenance to high-level consulting, enterprise architecture and enterprise security. It has expanded its verticals to include clients from different industries with its innovative services. For instance, Infosys with its services offering helps global companies in customer data management, sales and inventory, and sourcing models. Infosys has expanded its presence with its offices and development centres across the globe. It has about 50 offices and development centres in India, China, Australia, the Czech Republic, Poland, the UK, Canada and Japan. The company also takes pride in building long-term relations with its clients worldwide. It has been observed that over 97% of its revenues are from its existing customers making it a high potential performing company.[9] Besides possessing the ability to manage hyper-growth and deliver IT services, Infosys aims at achieving the highest levels of corporate governance, transparency and ethics (Annexure II). These additional aims were inspired by its founder Murthy and helped the company to set itself apart from its main rivals. Nandan Nilekani, co-chairman of board of directors (since 2007), presents the legacy of Murthy to the company, If Infosys is today regarded as a transparent, respected corporation, Murthy sowed the seeds for it. He taught Infoscions (the name given to Infosys employees) the true meaning of the term healthy respect for competition and for entrepreneurs like me the importance of the term deferred gratification.[10] Infosys has been a consistent performer and a debt-free company since its inception. Though the company was rated BBB in 2005 and BBB+ in 2008 by international credit rating company Standard & Poor, it has never planned to raise debt. It has also been receiving Level 1 rating from CRISIL since 2004 for its corporate governance report in India. The companys highest credit ratings and its debt- free policy make it cash-rich, debt-free and ultimately a risk free company. T.V. Mohandas Pai, former CFO and present director of administration, human resource, Infosys, justified the plan as, It is a good thing to do. It helps you in risk management, and in benchmarking with global competitors .[11] Infosys has pioneered the Global Delivery Model (GDM), which became the standard model in the industry and led to the increase of offshore outsourcing. As per the company reports, Our Global Delivery Model allows us to produce where it is most cost-effective and sell services where it is most profitable.[12] The company had perfected its GDM over years and it became a formidable competitive weapon against MNCs like IBM, EDS, Accenture, etc. The MNCs which threatened Infosys overtime are now concentrating on perfecting their own versions of the Infosys-invented delivery model. Infosys places its high concern on its employees as its crucial resources and their growth along with the organisation. Starting its operations with just seven people (1987), it had grown into a company employing over 103,000 people. As per the company reports, on an average, the company receive 1 million job applications in a year and just 2.3% of them get selected.[13] Infosys recruits from global campuses and believes in recruiting global citizens as its employees. For instance, 5% of its employees are non-Indians.[14] Infosys had improved the value of its enterprise and fostered the trust and confidence of its shareholders with higher returns. The company outperformed the market and many of its peers since 2004 resulting in millions of returns to the investors. Its profitability remains one of the best in the market with Return on Equity (ROE) at nearly 30% since 2004.[15] The company has been successful in creating high returns to its shareholders overtime from the Economic Value-Added (EVA)[16] increase to INR 22,860 million in 2008 from INR 6,890 million in 2004 making the company one of the hot picks for global investors (Exhibit III).

Exhibit III The Enterprise Value of Infosys (EVA and PAT)

EVA (INR crore) A- PAT as a % of average capital employed

Source: Infosys Annual Report 2007-2008, http://www.infosys.com/investors/reports-filings/annualreport/annual/ Infosys-AR-08.pdf, page 134

Satyams Wealth Destruction

Satyam was the fourth largest software company in India after TCS, Infosys and Wipro. It was established in 1987 as a private limited company by B Ramalinga Raju (Raju) and DVS Raju. In 1991, it gained its first Fortune 500 client and went public in 1992, with IPO of INR 15 crore and its issue was oversubscribed by 17 times. It had a strong reputation as a leading software company providing consulting, systems integration, and outsourcing solutions to clients in around 20 industries such as banking, automotive, health, etc., in more than 65 countries by 2008. The late 1990s was the growth period of Satyam. It started Satyam Renaissance Company Ltd. (SRCL), a consulting subsidiary; Satyam Infoway (Sify), an internet service provider company; Satyam Spark Solutions Ltd. (SSSL), software products development company; and Satyam Enterprise Solutions Ltd. (SESL). It later merged its three subsidiaries SRCL, SSSL an SESL to form Satyam Computer Services Ltd. (SCL). In 1999, Sify became the first Indian internet company to be listed on the NASDAQ, issuing American Depositary Receipts (ADRs) at price of $4.50 per ADR and yielded return of about $100 per share by 2000.[17] In 2000, the company started expanding its operations through opening offices and acquisitions. The company clocked revenue of $2 billion in 2008[18]. Its revenues in Indian GAAP reached INR 83,944.8 million in 2008, a 30.7% increase over the revenue of previous years 2007 (Exhibit IV). The company gave bonus issue of equity in 1:1 proportion during 1999 and bonus issue of both equity and ADS in 1:1 proportion in August 2006.[19] Satyam had gone for stock split in the ratio of [20]

Exhibit IV Satyams Financial Performance over a Decade (INR crore)

Particulars
Total Income

2000
679.01

2001
1,241.67 466.71

2002
1,803.10 652.32

2003

2004

2005 2006

2007

2008

2,051.51 2,623.28 3,546.78 5,012.22 6,410.08 8,394.48 646.39 774.31 971.70 1,571.42 1,710.73 2,085.74

Operating Profit (PBDIT) 252.56

Profit after tax EPS(onparvalue ofINR2each) P/E ration (times)

134.86 2.45

316.16 5.26

490.13 7.89

459.88 7.31

555.79 8.82

750.26 11.81

1,236.75 1,423.23 1,715.74 19.26 21.73 25.66

20.81

16.96

12.10

16.64

17.32

26.43

21.64

15.88

Source: "21st Annual Report 2007-2008", http://www.satyam.com/investor/documents/ar0708/ annual_reports_fy0708.pdf, page 5

Satyam with its years of expertise in leading technology practices helped its clients transform and improve their business performance. The company has development centres in the US, Canada, Brazil, the UK, Hungary, Egypt, UAE, China, India, Malaysia, Singapore and Australia. Through its development centres, it serves over 690 clients worldwide which include about 185 Fortune 500 companies. Satyam with its efficient services and growth strategies had continuously increased its EVA since 04 (Exhibit V). Besides increasing the value of its enterprise, it was known for its fair and transparent disclosure principle of the financial data for the benefit of its stakeholders. As per the company reports, The management is responsible to establish and implement policies, procedures and systems to enhance the long-term value of the company and delight of its stakeholders.[21] (Annexure III). The company has seen its employees as integral strength of its business. It had about 52,865 employees as of September 2008, who had excellent skills and knowledge in engineering and product development, supply chain management, client relationship management, business process quality, business intelligence, enterprise integration and infrastructure management, among other key capabilities. The company had started the ESOP in 1999 aligning the interest of its senior management with that of its shareholders.

Exhibit V

The Enterprise Value of Satyam Computers

2004

2005 Year

2006

2007

2008

The company, which was proud of its corporate governance practices, was defamed by the biggest accounting fraud. The chairman and founder B Ramalinga Raju admitted the fraud of about INR 78,000 million in the resignation letter to the board and Securities Exchange Board of India (SEBI)[22] dated January 7th 2009 (Annexure IV). Followed by his resignation, he along with the managing director Rama Raju were sent to judicial custody and Central Bureau of Investigation (CBI)[23], SEBI and Institute of Chartered Accountants of India (ICAI)[24] have initiated investigations. Later, the CFO, Vadlamani Srinivas and other senior finance official G Ramakrishna were taken into custody for their active role in the scam. Uttam Prakash Agarwal, ICAI, who interrogated the CFO, said that as per the CFOs testimony the scam was planned by the managing director and The CFO told us the scam started 5-6 years ago with a small adjustment of INR 100 million, which they then inflated to INR 2,000 million. This continued quarter after quarter and year after year, and by the second quarter of 2008 had attained unmanageable proportions.[25] In fact, Ramalinga Raju had earlier commented, It was like riding a tiger, not knowing how to get off without being eaten.[26] The scam had raised many questions on corporate governance, audit standards, disclosure mechanisms and ethical standards of the companies in India. The outbreak ofthe fraud affected the investors sentiments as its stock price fell deeply. During December 2008-January 2009, the investors lost around INR 136,000 million in Satyam shares.[27] On January 7th 2009, its stock price fell 80% intra-day to INR 30 from the days high of INR 188.70 (Exhibit VI). Jagannadham Thunuguntla, director, SMC Group (Indias fourth largest share brokerage firm), complained, Satyam has indeed dented investor and business confidence with this new revelation.[28]

Meanwhile, the government had taken charge of the company and appointed new board for its continuing operations. The new board consisting of Deepak S. Parekh, executive chairman ofHDFC; Kiran Karnik, former president of NASSCOM; C. Achuthan, director at NSE and former member of SEBI; etc., took steps to retain its clients and looked for bidders to buy 51% stakes of the company. The board had finalised bids from Tech Mahindra, L&T, WL Ross, Spice Group and Cognizant. On April 13th 2009, the bid for 51% stake in Satyam was won by Tech Mahindra, an IT arm of an Indian auto major Mahindra & Mahindra (M&M). The winning bid was for INR 58 per share adding upto INR 17,570 million for a 31% stake in the company. The company will operate under special purpose vehicle until it raises its stakes to 51% and will join the controlling board of Satyam after the approval from the Company Law Board (CLB). Chandrajit Banerjee, director general, CII, opined, Tech Mahindra, a INR 3 8,000 million company is a competent IT services provider. This would help Satyam come back to its zenith. The takeover by Tech Mahindra would also immensely help Satyam regain its shareholder value and would also benefit its employees and customers.[29]

CFOs: What are they Pursuing?

The CFO of a company has the primary role of building the long-term financial vision of the company. Infosys former CFO, T.V Mohandas Pai has been associated with the company since 1994, playing an active role in its performance and growth. He had headed the finance function for more than a decade i.e., since 1994 to 2006. Pai had played an influential role in the core team that worked on listing Infosys on NASDAQ in 1999. Under his supervision, Infosys has transformed into one of the worlds most respected software companies. Pai believes, Our aim is to be among the best companies and also become the most respected company in the world.[30] Pai worked on articulating the companys financial policies, and helped the company to become a reputed brand among the investors by enhancing transparency and disclosure mechanisms. In Pais words, We have created a robust financial model which has consistently enabled us to meet the challenges of growth and profitability.[31] The standards he has set in preparing the companys annual reports, helped the

companys annual report to win Best Presented Annual Accounts award from the ICAI continuously over the years from 1999. He has been awarded Best CFO in India by Finance Asia in 2002 and Best Chief Financial Officer in India in the Best Managed Companies poll conducted by AsiaMoney in 2004.[32] In 2006, he voluntarily stepped down as CFO, to head the human resource, education and research operations of the company. His successor Vibin Balakrishnan, former company secretary and vice president finance, who became the CFO in 2006 (joined the company in 1991), is also playing active role in making the company stable and successful. On the other hand, the CFO of Satyam, V. Srinivas carried on his duties as the head of finance function purely highlighting the interests of the head of the company. During his interrogation by ICAI after his arrest, Srinivas had admitted his active role in aiding the chairman in fudging and falsifying the accounts by forging and creating fake records. He even confessed that he had created some 10,000 fake jobs since 2004 and drawn about INR 20 crore per month from these non-existent accounts.[33] Besides this, his acts such as selling of his ESOP holdings of 92,358 shares of Satyam in September 2008 (few months before the scam) had raised many doubts that he was aware of the coming events. Srinivas along with G Ramakrishna accepted that their team used to prepare false documents to cover the fraud of their chairman. The investors were disappointed and lost trust in the company. An Institutional investor commented, The CFO should have been aware of the financial irregularities, including fudging of the earnings figures.[34] Another investor commented, As CFO of the global software major, Srinivas would have been privy to all the transactions taking place in the company over the years.[35] Shareholders wondered whether the CFO worked to further the interests of his boss (CEO) and his cronies or for them. Even the business media questioned the CFOs role in the entire Satyam Computers fiasco that Satyams fraud is an odd-man out in Indian IT industry (Annexure V). Puneet Kumar, manager, Wipro, opined, Satyam was an aberration, the fact is that the IT industry thrives on good reputation and every major in the business lays great emphasis on maintaining global standards of corporate governance. [36] Hence, the two different scenarios clearly indicate how a CFO can maximise the wealth of the investors and on the other hand can also destroy the wealth of the shareholders.

Source: Infosys Annual Report 2007-2008, http://www.infosys.com/investors/reports-filings/annualreport/annual/ Infosys-AR-08.pdf, page 107

Annexure III Satyams Corporate Governance Report

Corporate Governance assumes a great deal of importance in the business life of Satyam. The driving forces of Corporate Governance at Satyam are its core values - Associate Delight, Investor Delight, Customer Delight and the Pursuit of Excellence. The Companys goal is to find creative and productive ways to delight its stakeholders, i.e., Investors, Customers, Associates and Society, thereby fulfilling the role of a responsible corporate representative committed to best practices. Satm am believes that sound Corporate Governance practices provide an important framework to help the Board of directors fulfil its responsibilities. The Board is elected by shareholders. It is responsible for setting strategic objectives to management and ensuring that stakeholders long-term interests are served. It does so by adhering to and enforcing the principles of sound Corporate Governance. Thus, the management is responsible to establish and implement policies, procedures and systems to enhance the long-term value of the Company and delight all of its stakeholders. The principle of Delighting stakeholder is part of everything we do at Satyam and is depicted in our value emblem (depicted below) as a mark of our commitment towards this principle

Source: 21st Annual Report 2007-2008, http://www.satyam.com/investors/documents/ar0708/ annual_report_fy0708.pdf, page 38

[1] Infosys Annual Report 2005- 2006 , http://www.infosys.com/investors/reports-filings/annualreport/annual/Infosys- AR06.pdf, page 13 [2]Satyam Computers, http://203.200.89.98/scripts/IIH021C1.asp?sectionid=1&categoryid=10&articleid=5214, September 17th 2004 [3]Who We Are, http://www.infosys.com/about/who-we-are/history.asp [4]Mendoza Morice, Infosys reaches its milestones, http://www.managementtoday.co.uk/news/593449/infosysreaches-its- milestone/, September 13th 2006 [5]Infosys Annual Report 2005- 2006 , op.cit., page 20 [6]Chokkavelu Anand, Inside Infosys: A Chat With the CFO , http://www.fool.com/investing/international/2008/04/16/ inside-infosys-a-chat-with-the-cfo.aspx, April 16th 2008 [7]Ibid. [8]Prof. Sadagopan S., Infosys - the first Billion Dollar listed Software Company, http://www.iiitb.ac.in/ss/FE%20NEW/ FE%2046.htm, April 16th 2004 [9]What We Do, http://www.infosys.com/about/what-we-do/default.asp [10]Infosys reaches its milestones, op.cit. [11]Infosys says no debt plan on cards, http://www.ciol.com/content/news/2005/105040407.asp, April 4th 2005 [12]Infosys reaches its milestones, op.cit. [13]Infosys Annual Report 2007-2008, http://www.infosys.com/investors/reports-filings/annualreport/annual/Infosys-AR- 08.pdf, page 4 [14]Infosys - the first Billion Dollar listed Software Company, op.cit. [15]Ibid. [16]EVA measures the profitability of a company after taking into account the cost of capital. It is the post-tax return on capital employed less the cost of capital employed. [17]Soaring But Still Volatile, http://www.siliconindia.com/magazine/prnt.php?PAG581923007, March 1st 2000 [18]Milestones, http://www.satyam.com/about/milestones.asp [19]Infosys Annual Report 2007-2008, op.cit., page 83 [20]Ibid., page 154 [21]21st Annual Report 2007-2008, http://www.satyam.com/investors/documents/ar0708/ annual_report_fy0708.pdf, page 38

[22]SEBI is the Regulator for the Securities Market in India. Its basic function is to protect the interests of investors in securities and to promote the development of, and to regulate the securities market. [23]CBI is the national investigation agency of India for investigation and collection of criminal intelligence information. [24]ICAI regulates the profession of Chartered Accountants in India. It includes member services, public information, reference sources, and student section. [25]Satyam scam started with adjustment of Rs 10cr, http://www.financialexpress.com/news/satyam-scam-startedwith- adjustment-of-rs-10cr/444123/, April 4Th 2009 [26]Ramalinga Rajus letter to Board, http://www.moneycontrol.com/india/news/business/ramalinga-rajus-letter-toboard/375195, January 7th 2009 [27]Satyam investors lose over 13,000 cr in a month, http://www.business-standard.com/india/ storypage.php?autono=52584&tp=on, January 9th 2009 [28]Satyam shocker: Mkts 749 pts down as investors panic, http://ibnlive.in.com/news/satyam-shocker-mkts-749pts-down- as-investors-panic/82172-16.html, January 7th 2009 [29]Tech Mahindra wins Satyam Computer bid, http://ibnlive.in.com/news/tech-mahindra-wins-satyam-bidfullcoverage/ 90124-7.html, April 13th 2009 [30]Indias Best CFOs, http://indiatodaygroup.com/btoday/20050424/cover3.html, April 24th 2005 [31]Mohandas Pai Quote, http://thinkexist.com/quotes/mohandas_pai/ [32]T.V. Mohandas Pai - Member of the Board and Director-Human Resources, Infosys Technologies, http://www.infosys.com/ about/management-profiles/mohandas-pai.asp [33]Pavan P., We created 10K fake jobs: Satyams CFO, http://www.mumbaimirror.com/ index.aspx?page=article&sectid=5&contentid=200901222009012203202970332aa5b89, January 22nd 2009 [34]Satyam chief financial officer Srinivas resigns, http://www.thaindian.com/newsportal/uncategorized/satyamchief-financial- officer-srinivas-resigns_100140012.html, January 8th 2009 [35]Ibid. [36]Thakurta Guha Paranjoy, INDIA: Satyam Scam Questions Corporate Governance, http://ipsnews.net/ news.asp?idnews=45347, Janu