Saturday, December 12, 2009

Seeking new funds

Mutual fund houses are aiming to raise money at a time when the existing equity funds are finding it tough to cope with low inflows and redemption pressure. Should you subscribe?

The markets have staged a strong recovery since the start of the year with the BSE Sensex giving returns in the region of 81 per cent. Equity diversified funds, which perform in line with the broader markets, too, did not disappoint with returns of 76 per cent for the same period. Despite handsome market returns from the lows seen in March and steady growth since May, equity funds are having a hard time trying to expand their asset base.

No funds for equity schemes
The total assets under management (AUM) of the mutual funds industry has doubled since November last year to Rs 8.05 lakh crore. Though money is coming in, a large part of it is going into ultra short-term debt funds whereas equity funds are the laggards despite stable markets in the recent months. The reason? Apart from the urge to sit on some cash after investors burnt their fingers on their equity investments last year, a ban on entry loads announced in the end of June and made effective from August 1 has acted as a speed breaker. Net outflows from equity schemes have increased from Rs 241 crore in August to Rs 1,964 crore in September and to about Rs 2,332 crore in October. Says Krishnan Sitaraman, director, Crisil Fund Services, "In the past there was a link with bull markets seeing more investments flowing into equity mutual funds and prolonged bear markets seeing redemptions. However, given a potential change in the business model of distributors post the start of the "no entry load" regime, this does not seem to hold true at least in the short term with even rising markets not being able to bring in fresh inflows into equity mutual funds." While there have been new fund offers this year, the inflows into them is not something to write home about.

Down to a trickle
Fund houses launched as many as 22 offers this year (till October) mopping up just over Rs 4,000 crore. Two issues – the Reliance Infrastructure Fund and ICICI Pru's Target Returns Fund – accounted for 72 per cent of the NFO money raised this year. In an environment where the average amount of funds raised over the last one year has been under Rs 200 crore per year, and the situation does not look too good for equity schemes, fund houses have launched four equity schemes all of which will close this month. These schemes are the Axis Equity Fund, Sundaram BNP Paribas PSU Opportunities Fund, DSP BlackRock World Mining Fund and the Fidelity Equity Fund. So, will they succeed in changing the trend seen so far?

Says Dhirendra Kumar, CEO, Valueresearchonline.com, "Fund houses are testing the waters after the no entry load regime in an environment where no money is coming into equity funds and there are redemptions. The response or the collections, at best, may be modest." Analysts believe some of the funds such as the DSP BlackRock's World Mining Fund are a niche play which will give the investor a chance to diversify their portfolio. While Fidelity is trying to bridge the gap in their offerings with a value fund, Sundaram BNP Paribas is riding on the PSU theme to raise funds. With diversified equity funds outperforming other equity categories in terms of fund size as well as consistent returns, Axis Mutual Fund is opening its account in the equity space with a diversified equity fund.

As with other schemes, experts say that investors should look for a consistent track record of performance over cycles of the fund house/fund manager, their investment horizon and match their risk appetite with the type and objective of the scheme. Read on to know more about the four new schemes on offer.

DSP BlackRock World Mining Fund
This is the second Fund of Fund (FoF) launched by DSP BlackRock in 2009. The fund will invest in the BlackRock Global Funds' World Mining Fund, which has a corpus of about Rs 50,000 crore. This 12-year old fund invests in mining companies across the world, with operations in precious metals, coal, iron ore and copper among others. The fund has outperformed its benchmark HSBC Global Mining Index over one and five-year periods. However, it underperformed its benchmark over a three-year period. Going ahead, what the fund is betting on is the fact that while commodity prices have been moving up from their March lows they are still down from their 2007 highs and with the recovery in the two biggest and fast growing emerging market economies (India and China), the prices may trend up. Further, with supply not materialising last year due to the credit situation there could be a gap which might help sectors such as copper, coking coal and iron ore. While the fund scores on the returns front and has a quality research team backing it, natural resource sectors are cyclical and investors need to watch out for volatility. Its three year CAGR returns is 6 per cent, while over the last year it has given a 71 per cent return. Have a longer-term horizon, and as Kumar of Valueresearchonline suggests, limit your exposure to not more than 5 per cent of your portfolio to this fund.

Sundaram BNP Paribas PSU Opportunities
The PSU Opportunities seeks to gain from a possible re-rating of PSU stocks following the government's stand on divestments. The scheme will invest a minimum of 65 per cent of the corpus in public sector companies and will also look at IPOs of unlisted PSUs. The fund house is betting on the fact that the popular perception of PSUs being inefficient, subject to political interference and limited disclosure to investors will change going ahead. The valuation gaps due to lack of information could change as managements talk about expansion, cost reduction strategies and provide regular quarterly updates. While the investments in this scheme will overlap with the fund's Energy Opportunities and Financial Services funds, the management believes that the scheme is more diversified with exposure to energy, financials and utilities. Since these sectors are some of the fastest growing and at the core of India's growth story, the growth risk according to the fund house is mitigated. However, the investor has a choice in the form of Religare PSU Equity Fund which was launched two months ago. Since returns could depend on positive news flow, invest only if you can stomach short-term volatility and have a longer investment horizon.
 

NEW FUNDS ON OFFER
Fund House Scheme Type Fund Manager Benchmark Opens Closes
Fidelity Mutual Fund  India Value Fund  Equity Diversified Nitin Bajaj BSE 200 16-11-09 15-12-09
Axis Mutual Fund  Equity Fund  Equity Diversified Chandresh Nigam S&P CNX Nifty 11-11-09 8-12-09
DSP BlackRock World Mining Fund  Fund of Fund Aditya Merchant HSBC Global Mining Index 23-11-09 18-12-09
Sundaram BNP Paribas PSU Opportunities  Equity Thematic J Venkatesan  CNX PSE  25-11-09 23-12-09

Axis Equity Fund
This is the first equity fund from Axis Mutual Fund which is promoted by Axis Bank. While the product is no different than the over 200-odd diversified equity funds, the fund house says that the focus would not just be to beat the benchmark (Nifty) in terms of absolute returns but also score higher on the risk-adjusted returns parameter. The company seeks to control the risk by looking at quality companies which can deliver sustainable growth and are run by credible managements. The company is focussing on internal research rather than sell-side research and fair value methodology to buy stocks. It would follow a bottom-up approach to choose its basket of 35-40 scrips, entirely comprising midcaps and large caps. The bias towards bigger cap companies is to take care of the liquidity and volatility risk.

The fund is run by Chandresh Nigam who has been a fund manager with Prudential ICICI AMC and has 18 years of experience in the equity market. The fund has tied up with 11 banks (in addition to its 930 branches) for distribution and will offer an Easy Call facility where customers can transact through the phone. The conservative strategy of the fund indicates that the company wants to limit its risk and this could mean that it might not take aggressive bets. With very little to separate from other diversified funds a period of performance could be a good starting point before you commit to the fund.

Fidelity India Value Fund
The fund house is positioning its fifth equity diversified fund as a value fund which will predominantly invest in securities that are trading at significant discounts to their 'intrinsic value'. The fund house which has launched an equity fund after a gap of two years will look at valuation parameters such a price to earnings, price to book value, return on capital, PEG ratios and cash flows among other parameters to arrive at a fair value. It will commit investments when it finds large anomalies in the fair value and the market price. The fund house says that its proprietary research, understanding of the business and third party checks give it an information advantage over competition.

Despite the markets running up substantially, the fund house is confident of fishing out a portfolio of 30 stocks which are undervalued from its overall basket of 600 scrips.

Analysts say that while the value concept is not new and there are products available in the market, the company has expertise in this area and is looking to fill the gap in its offerings through this scheme. The fund will be run by Nitin Bajaj who has been managing the Special Situations Fund for Fidelity over the last six months. Have a minimum two-year perspective with a medium risk appetite if you want to invest here.

Ram Prasad Sahu / Mumbai December 07, 2009, 0:54 IST

Source: http://www.business-standard.com/india/news/seeking-new-funds/378703/

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Some advice on choosing money advisors

Rajeswari Venkatesh, 26, a software professional, was looking to invest Rs 50,000. And while friends and colleagues suggested a plethora of stocks or mutual fund schemes, she wasn't feeling very confident about taking a decision on their advice.

While hunting for professional financial advisors on the Net, she came across several names. On approaching one, she was handed a big list of MF schemes and returns. "You can invest in any one of them," the advisor said.

Once she had selected a scheme, the advisor invested the entire Rs 50,000 in it. When she sought to divide the money between two-three schemes, the advice was that the money was too little to be split.

Three months later, the advisor called her to say there was a new fund offering (NFO), which was rather promising. And since Rs 50,000 had grown to Rs 60,000, she could invest some part of it in this scheme. "You will get more units, as the net asset value (NAV) is only Rs 10," the advisor said. Six months later, he again asked her to invest in another NFO.

At the end of the year, while Venkatesh's money was divided in three schemes, it had grown by only 25 per cent. In comparison, the stock market had risen more than 50 per cent during the year. On enquiring, she was told that she had to pay a short-term capital gains tax of 15 per cent twice, while moving money from one scheme to another.

Venkatesh's case is not isolated. Many financial advisors hurt your finances by misleading you. Making you move money several times during the year is one way. They do it because they are paid higher commissions for promoting these schemes.

"If the advisor asks you to exit an existing infrastructure scheme for a new one, it is clear that he is taking you for a ride, because the new scheme will also invest in the same companies," said Mukesh Dedhia, director, Ghalla Bhansali Stock Brokers.

Similarly, many sell unit-linked insurance plans when you are looking to buy a term plan or MF. The tell-tale signals are when a financial advisor offers to pay the first premium for an insurance plan or gives you money back for investing in a particular scheme.

"In such cases, be sure that he is getting an exorbitant commission, and it is from your investment only," said Kartik Varma, co-founder, iTrust Financial Advisor. In other words, the recommendations are being made to earn the commission, and your needs are not being addressed.

Also, if the stock or entire portfolio is being churned too often (three-four times a year) under the guise of 'rebalancing', it means your tax outgo is becoming higher. So, how does one select a financial advisor? "There is no clear answer," said Sandeep Shanbhag, director, Wonderland Investments.

But having basic knowledge before investing is important. At least, it helps to ask the right questions. To start, check the advisor's qualifications. The advisors should preferably be certified by Association of Mutual Fund Industry (Amfi) or Insurance Regulatory and Development Authority (Irda). "These certifications ensure the advisor knows about products and is in a position to meet the client's needs," said Shanbhag.

Also, rely on well-known advisory companies, compliant with regulatory norms. Advisors who have experienced at least two market cycles are likely to have reliable perspective.

Always question the advisor's recommendations, because it is important to know how a product will benefit you, based on your goals and risk profile. "A need-based analysis and risk profile are very important, because they are highly personalised. An advisor cannot recommend a one-size, all-fit product to each client," added Varma.

Check the fees of the product being sold and compare with others. Importantly, visit several advisors before zeroing on one.

Neha Pandey / Mumbai December 11, 2009, 0:22 IST

Source: http://www.business-standard.com/india/news/some-advicechoosing-money-advisors/379173/

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The Rise and Fall of Satyam

Satyam Saga

22 September 2008: Satyam Computer Services won the Golden Peacock Global Award for excellence in corporate governance for 2008 given by the World Council for Corporate Governance. On that day, the Satyam stock ended down 4.69% at Rs 352.75.

16 December 2008: Satyam announced that it will acquire 100% in unlisted Maytas Properties for $1.3 billion and 51% of construction firm Maytas Infra for $300 million. Satyam founder and chairman B Ramalinga Raju and other insiders held 36% in Maytas Infra and 35% in Maytas Properties. Ramalinga Raju originally promoted the deal by saying it would de-risk Satyam's core business in IT services. The announcement was made after market shut on that day.

Satyam had planned to fund 75% of the acquisition with cash and the rest by selling debt. Satyam planned to acquire 31% in Maytas Infra from its promoters, or company insiders, at a price of Rs 475 a share. Satyam also planned to make an open offer for an additional 20% at a price of Rs 525 a share.

The acquisitions made little sense at a time when technology outsourcing companies are preserving cash to cope with slowing outsourcing business. Maytas Properties is into urban infrastructure development whereas Maytas Infra is into infrastructure construction and asset development.

Following the surprising announcement, Satyam's American depository receipt (ADR) plunged on 16 December 2008 as investors reacted negatively to its plan to buy two related companies. The ADR of Satyam Computer Services, which closed down $6.85, or 55%, at $5.70 on the New York Stock Exchange, jumped 50% in after-hours trading to $8.89. Even after the evening rally they were still down 28% from 15 December 2008's close of $12.30. On that day, the Satyam stock ended up 0.49% at Rs 226.50.

17 December 2008: Folowing a negative investor reaction, Satyam called off the deal which it had announced after trading hours in India on 16 December 2008. Satyam announced the decision to call off the deal before trading hours in India on 17 December 2008. However, the Satyam stock slumped 30.22% to end at Rs 158.05 on 17 December 2008 as investors judged Satyam's move as a total disregard for corporate governance and shareholders. On that day, the Satyam stock slumped 30.22% to end at Rs 158.05.

18 December 2008: Shares of Satyam spurted 7.15% to end at Rs 169.35 after the company said during trading hours on that day that its board will meet on 29 December 2008 to consider buyback of shares.

Satyam's decision to consider buyback was aimed at soothing investors nerves after the stock slumped 30.22% to Rs 158.05 on 17 December 2008, hitting a five-year low in intraday trade, with investors exiting the counter due to poor corporate governance. Satyam claimed of having a large cash pile of $1.1 billion, which marketmen hoped the company could use for buyback. On that day, the Satyam stock jumped 7.15% to end at Rs 169.35.

19 December 2009: UK-based online and mobile payment services player Upaid Systems filed a motion against Satyam in a state court, requesting testimony of Satyam's chairman B Ramalinga Raju, chief financial officer Srinivas Vadlamani and global head of corporate governance G Jayaram in connection with Satyam's failed attempt to strip all surplus cash from Satyam to to buy two closely held companies.

Upaid had urged the top Satyam officials to clarify as to why the company went through with the Maytas deal, in case they were looking at moving cash out of the books largely because they feared Satyam could loose the Upaid's earlier filed case.

Upaid and Satyam are locked in a two-pronged legal battle, one, a forgery case filed by Upaid against the Satyam management seeking damages of over $1 billion, and the other, a disparagement case levelled by Satyam against the little known UKbased company.

The forgery case dates back to early 2000, when Satyam was working on a contract job for U-paid . Upaid says that it ran into problems with Qualcomm and Verizon and had to settle the case with them under grossly unfavourable terms due to forgery by Satyam officials. On that day, the Satyam stock ended down 3.87% at Rs 162.80.

23 December 2008: The World Bank confirmed that it has barred Satyam Computer from doing business with it for eight years, starting September 2008, due to data theft and paying bribes to its staff. The World Bank, which had signed a $100-million billing per annum contract, had been an important client for Satyam. Since 2003, Satyam had been writing and maintaining all software for World Bank across all locations. This also included maintenance of software in back-end offices. On that day, the Satyam stock slipped 13.55% to end at Rs 140.40.

25 December 2008: Satyam Computer asked the World Bank to withdraw 'inappropriate' statements about the Indian outsourcer and to issue an apology for harm done to the company.

Earlier On 23 December 2008, the World Bank had issued a statement saying Satyam was debarred from getting direct contracts from it under its corporate procurement programme for eight years from September 2008. Media reports had suggested that data theft was one of the reasons why the World Bank had barred Satyam from doing business with it. Equity markets were shut on that day on account of Christmas holiday.

26 December 2008: Satyam said Mangalam Srinivasan, non-executive and independent director of Satyam resigned from the company effective 25 December 2008. On that day, the satyam stock ended 0.41% up at Rs 135.50.

29 December 2008: Satyam said Professor Krishna G Palepu, non-executive director and Vinod K Dham, non-executive and independent director of the company resigned from the company effective 28 December 2008. The outsourcer did not give any reason for the resignations.

Satyam, before trading hours on the same day had postponed the board meeting set on 29 December 2008 to 10 January 2009 to mull options beyond just a possible share buyback. The company said in a statement its board would consider moves to strengthen the firm's governance structure, including increasing the size and altering the composition of the board. It also said it had hired DSP Merrill Lynch to review the company's 'strategic options' to enhance shareholder value, but did not give further details. On that day, the satyam stock ended 9.41% up at Rs 148.25.

30 December 2008: Media reports suggested some institutional investors in the company had approached IT firms and private equity players for a stake sale. The report cited market participants as its sources. On that day, the satyam stock ended 8.33% up at Rs 160.60.

31 December 2008: Media reports suggested US-based computer firm Hewlett-Packard may buy a stake in Satyam. Hewlett-Packard (HP) was reported to be attracted by the Satyam's lucrative business software practice. Reports suggested that buying stake in Satyam could give HP an opportunity to challenge its rival IBM with bigger, low-cost offshore capabilities. On that day, the satyam stock ended 5.95% up at Rs 170.15.

3 January 2009 (Saturday): Founder-promoters stake declined from 8.64% to 5.13%t as financial institutions with whom the entire stake was pledged dumped the shares. Of the remaining 5.13% stake (around 3.45 crore shares) with the promoters, around 2.19 crore shares (or roughly 63% of the holdings) were still reported to be pledged with various lenders.

6 January 2009: Satyam denied media reports that suggested that Tech Mahindra had approached Satyam for an all-share merger. On the same day, Satyam had announced that the share of promoters' group in the company had further dwindled with lending agency IL&FS Trust Company selling off 1.03 crore shares afresh. On that day, the satyam stock ended 7.31% up at Rs 179.10.

7 January 2009: Satyam's chairman Ramalinga Raju resigned the company and admitted fraud of reporting inflated figures in the accounts of the firm. As per the announcement, Satyam's balance sheet as on 30 September 2008 had inflated cash and bank balances of Rs 5040 crore, inflated debtors of Rs 490 crore and non-existent accrued interest of Rs 376 crore. Against this the liability was understated by Rs 1230 crore.

Raju said the Q2 September 2008 results had overstated operating revenues by Rs 588 crore, thereby overstating the operating profits and cash to that extent.

The gap in the balance sheet has arisen purely on account of inflated profits over the period of last several years, Raju confessed adding that every attempt made to eliminate the gap failed. As the promoters held a small percentage of equity, the concern was the poor performance would result in a takeover, thereby exposing the gap, Raju said.

Raju said in the last 2 years a net amount of Rs 1230 crore was arranged to keep operations going. He said this was done by pledging all the promoter shares and raising funds from known sources by giving all kinds of assurances. Significant dividend payments, acquisitions, capital expenditure to provide for growth did not help matters. Every attempt was made to keep the wheel moving. The last straw was the selling of most of the pledged share by the lenders on account of margin triggers, Raju said.

The aborted Maytas acquisition deal was the last attempt to fill the fictitious assets with real ones, Raju said. Maytas's investors were convinced that this is a good divestment opportunity and a strategic fit, he said.

Raju ended the statement with an apology to Satyam's staff and shareholders and said he was prepared to face the legal consequences.

On the same day, Satyam Computer announced of forming a new team to look into its day-to-day affairs, following the resignation of its chairman Ramalinga. The interim CEO of Satyam, Ram Mynampati, sent a letter to the management and staff, announcing the formation of a new team that consisted of persons who have spent 10 years in the company and twenty years in the industry. On that day, the satyam stock tumbled 77.69% up at Rs 39.95.

8 January 2009: Media reports suggested Satyam's banker Citibank froze more than 30 operational accounts of Satyam Computer. These are trade receivable accounts, and the aim may be to protect the bank's $70-million exposure to the troubled technology firm. Equity markets were shut on that day on account of Moharram.

11 January 2009 (Sunday): In a swift action to salvage the beleaguered Satyam Computer Services, the government, after market hours on Friday (9 January 2009), sacked the remaining three directors erstwhile board on Satyam, including the interim CEO Ram Mynampati. The government then set up a three-member board on 11 January 2009 in a bid to restore confidence in the outsourcing company rocked by India's biggest corporate scandal.

The new three-member board consists of Deepak Parekh, chairman of Housing Development Finance Corporation. Kiran Karnik, former president of the National Association of Software and Service Companies (Nasscom), a technology lobbying group, and C Achutan, a former official at the Securities and Exchange Board of India (Sebi). All the three members would act as independent directors. Corporate Affairs Minister Prem Chand Gupta expressed the hope that the new board would be able to provide the necessary vision, along with responsible and accountable leadership, to the company in this hour of crisis.

23 January 2009: Larsen & Toubro raised its holding in Satyam Computer Services to 12% from 4% earlier. L&T hiked stake in Satyam as the initial cost of investment in Satyam was at risk.

Following the additional share purchase, L&T's average acquisition price of around 12% stake in Satyam dipped to Rs 80 a share from the Rs 174, it paid earlier.

L&T had acquired 4% in Satyam at Rs 174 per share before Satyam's founder B Ramalinga Raju admitted on 7 January 2009 of a Rs 7,000-crore accounting fraud at the IT firm.

If the stake reaches 15%, L&T will then, as per the regulator's takeover guidelines, have to make an open offer for an additional 20% stake in Satyam.

27 January 2009: The government-appointed board of Satyam Computer Services appointed the Boston Consulting Group (BCG) as the management advisor to support the directors and the Satyam leadership team.

Goldman Sachs and Avendus were appointed investment bankers to advise the company on the way forward. A dedicated three-member BCG will work closely, free of charge, during this revival process, Deepak Parekh, board member, had said.

5 February 2009: The government-appointed board of fraud-scarred Satyam Computer Services on Thursday, 5 February 2009, appointed A S Murty, a Satyam executive for 15 years, as chief executive officer (CEO). Murty will be the chief executive with immediate effect, the company said in a statement. Murty was the Global Business Head of Satyam.

The board also said it has received bank lines of credit for Rs 600 crore toward working capital requirements. The money will help the company tide over its financial challenges, the board said.

The board said it had brought on two additional advisers: Homi Khusrokhan, who has served as managing director of Tata Chemicals, Tata Tea, Glaxo Laboratories India and Wellcome India; and Partho Datta, a chartered accountant who will focus on restating the company's scrambled third-quarter results.

6 February 2009: The government announced the appointment of Nasscom past-president Kiran Karnik as chairman of its six-member board.

13 February 2009: The Securities & Exchange Board of India (Sebi) relaxed takeover regulations for companies whose boards have been superseded and replaced by the Government or other regulatory authority. This smoothened the way for a possible sale of Satyam Computer Service, the only company that currently fits this description.

19 February 2009: The Company Law Board (CLB) allowed the government-appointed board of Satyam to bring in a strategic investor through an open bidding process. For this purpose, the CLB also permitted the board to increase the authorised share capital and issue preferential shares.

Currently, the authorised capital of Satyam is 80 crore shares of Rs 2 each, of which 67.3 crore shares have already been issued. The CLB has authorised the Satyam board to pass a resolution to amend the capital clause of the Memorandum of Association to raise its authorised capital. Accordingly, the authorised capital of Satyam will increase from Rs 160 crore comprising 80 crore shares, to Rs 280 crore comprising 140 crore shares.

The Satyam board has been directed to devise a mechanism for transparent, open and competitive process without furthering the interest of any particular acquire. Besides, the board will also have to obtain requisite approvals from the Securities & Exchange Board of India. The process of selection of a strategic investor will be overseen by a retired judge of the Supreme Court or former Chief Justice of India.

6 March 2009: The Sebi approved selling 51% stake in Satyam through global bidding process.

As part of the two-phased bidding process, a chosen investor will acquire newly issued equity shares representing 31% of Satyam's share capital and then make a mandatory minimum public offer to buy a further 20% stake. The bidders are expected to have total net assets in excess of $150 million.

9 March 2009: Satyam commenced a competitive bidding process for selection of an investor to acquire 51% equity stake. Interested bidders were asked to submit a detailed expression of interest and the proof of availability of at least Rs 1500 crore by 20 March 2009.

Caught in the act

Siphoning about Rs 7041 crore against promoter valuation of Rs 1314 crore

How can a company that won the coveted Golden Peacock Global Award for Excellence in Corporate Governance for 2008 three months ago make a mockery of corporate governance? This is the question that has flummoxed the market after Satyam Computer Services Chairman Ramalinga Raju announced the acquisition of Maytas Properties (unknown and unlisted), controlled by his yonger son B Rama Raju, for US$ 1.3 billion, and Maytas Infra, controlled by elder son B Teja Raju, for about US$ 0.3 billion. On dissent by institutional investors, the board reversed its decision next day before market hours on 17 December 2008 to minimise the damage. The Satyam Computer's ADR crashed 55% overnight following the announcement of the deal after market hours on the previous day.

Satyam Computer had been on an acquisition spree since long to strengthen its IT business (see table:Sticking to its knitting) but had till now given no indication of investing in non-core businesses which have no synergies with the core IT business. The acquisition meant that US$ 1.6 billion (about Rs 8000 crore) barring US$ 0.12 billion (to go to the shareholders of Maytas Infra) would be handed over by Satyam Computer to the two sons, family and friends of the chairman. The deal would have weakened the balance sheet of Satyam Computer, as it would have to take a debt of about US$ 400 million. The company would have been completely out of cash.

Promoter stake in Satyam Computer was only 8.61% end September 2008. While this stake is valued at Rs 1314 crore, the company was going to pay the promoters of the two infrastructure companies about Rs 7041 crore (US$ 1.48 billion at Rs 47.50 per US$). Total foreign holding in Satyam Computer was 67.47%. Aberdeen Asset Managers, with the highest stake of 9.17% among institutional investors, said the fund would not allow the company to invest in non-core businesses. The investor outcry has made the Ministry of Corporate Affairs (MCA) look into the deal and scrutinise the level of corporate governance.

The valuation at which the acquisitions were proposed were believed to have been done to avoid obtaining shareholders' approval. Section 372A of the Companies Act, 1956, says the board of directors of a company can make any loan, investment or give guarantee or provide any security within the prescribed ceiling of 60% of the aggregate of the paid-up capital and free reserves or 100% of its free reserve, whichever is more, without passing a special resolution by the shareholders. For Satyam Computer, the two figures would have been US$ 1 billion and US$ 1.64 billion, respectively. The deal size was US$ 1.6 billion.

The Satyam Computer management disclosed that the interested directors abstained from taking the decision. But, strangely, none of the five independent directors voted against the move of investing shareholders' money into non-core business with conflict of interest. Surprisingly, the board did not discuss any other companies for acquisition in the infrastructure and real- estate space. Back of the page calculation shows that the move was costlier compared with takeover of similar companies in the real-estate and infrastructure sectors.

The infrastructure and real-estate sectors are hit by liquidity crunch, with high risk and no recovery in sight. The board could have decided on returning the money back to the shareholders by way of buyback of shares, higher dividend payout or even bonus shares. Also, instead of paying the promoter, the company could have lent the cash at rates higher than the current yields on investments.

During the conference call, the Satyam Computer management said that acquiring an IT asset would have similar challenges in terms of growth, risks, and cross-currency headwinds. The clear lack of confidence shown in the IT business could lead to high level of attrition, both at the lower as well as higher levels of management. Already there has been attrition at high level management in Satyam Computer's BPO space due to lack of response from the board for acquisitions in the BPO space.

With such high institutional holding and a low promoter stake, investors could even go all the way and propose a change of the entire board and management of Satyam Computer. Legal action against the company would require at least 100 shareholders or shareholders with a combined stake of 10%.

Satyam Computer has announced a buyback. But would this benefit investors who had purchased shares at higher price before the 30% in a day crash following the acquisition announcement? Though the Indian IT industry's image has been tarnished by the act, other Indian IT vendors could see deals of Satyam Computer coming their way if they manage to retain the required confidence of global clients.

History in Chronological Order

1987 Company incorporated as Private Limited Co.
1991 Converted into Public Limited Co. and listed at Bombay Stock Exchange
IPO subscribed 17 times
1993 Awarded ISO 9001 Certification
1995 Raises Rs 60 crore through Debenture issue on right basis
1998 Company opens first overseas development centre in New Jersey, USA
1999 Assessed at SEI CMM Level 5
Satyam Infoway (Sify) becomes the first Indian Internet Company to be listed on NASDAQ
2000 Dataquest names Ramalinga Raju "IT Man of the year"
2001 Satyam becomes world's first ISO 9001:2000 company to be certified by BVQI
Satyam listed on NYSE
2002 Satyam BPO launched in Hyderabad
2005 Acquires Citisoft, business & systems consulting firm located in USA/Europe
Acquires Knowledge Dynamics Pte, consulting firm in Business Intelligence space located in Singapore
2006 Revenues exceeds US$ 1 billion
2007 Becomes the Official IT Services Provider for the FIFA World Cups 2010 and 2014
Announces acquisition of UK based Nitor Global Solutions Limited
Mr B Ramalinga Raju was named the "Ernst & Young Enterpreneur of the Year"
Acquires NITOR Global Solutions Infrastructure Management Services Consulting firm located in UK

2008

Revenues cross US$ 2 billion mark
Acquires Chicago based Bridge Strategy Group LLC, strategic & general management consulting firm
Acquires S&V Management Consultants, Belgium-based supply chain management (SCM) consulting firm
Acquires Caterpillar's market research and customer analytics (MR&CA) operations
Becomes the first company to launch a secondary listing on Euronext Amsterdam under NYSE Euronext's new "Fast Path" process for cross listings in New York and Europe
16-Dec Satyam scripts diversification strategy announces the US$ 1.6 billion acquisition of Maytas Infra and
Maytas Properties controlled by the two sons of Ramalinga Raju.
Satyam aborts the deal 7 hours later due to investors activism who oppose the takeover. ADR dips by about 55%
17-Dec Satyam decided to consider buyback in the board meeting to be held on Decembre 29, 2008
23-Dec News about World Bank bars Satyam Computer for 8 years for improper benefits to bank staff and lack of documentation on invoices
25-Dec Satyam Computer objects to World Bank statements demands apology
26-Dec Dr. Mangalam Srinivasan, an independent director at Satyam Computer resigns
28-Dec Satyam Computer postpones Board Meeting to January 10, 2009. To review Promoters stake, broadening the board and strategic options to enhance shareholder value appointing DSP Merrill Lynch to assist the review.
29-Dec Three more independent directors: Mr Krishna Palepu, Mr Vinod Dham and Prof. M Rammohan Rao

2009

06-Jan Promoters stake falls to 3.6%
06-Jan DSP Merrill Lynch terminates engagement with the Company
07-Jan Mr B Ramalinga Raju tenders his resignation and sends a confession note regarding cooking Satyam books totaling to about Rs 7000 crore
07-Jan Mr B Rama Raju, Managing Director tenders his resignation
08-Jan Satyam's Top Leader commit to stay with the company alongwith other top managers across the globe hold press meet
09-Jan Board meeting scheduled on January 10 cancelled and Government of India announces its decision to nominate upto 10 persons of eminence to its Board
11-Jan Mr Deepak Parekh, Mr Kiran Karnik and Mr C Achutan appointed as new members of the board
13-Jan Price Waterhouse sends letter to Company clarifying its position on audit and shows its hope to work with the Company and Board to address the issue
14-Jan KPMG and Deloitte Haskins & Sells appointed as the joint auditors of the company
16-Jan T N Manoharan former President of ICAI, Tarun Das of CII, S Balakrishna Mainak of LIC appointed members
17-Jan Board Meeting held to discuss issues regarding liquidity, appointment of Audit Committee headed by Manoharan, & appointment of Amarchand & Mangaldas & Suresh A Shroff & Co. as legal advisors of the board Appointment of Brahmayya & Co. as Internal Auditors
19-Jan Larsen & Toubro appoints Nomura to to advise on possible deal with Satyam in which it has stake of about 4%
23-Jan Larsen & Toubro increases its stake in Satyam to 12.04%
Board prima facie confirms that there is no doubt on the employee count
27-Jan Board appoints Boston Consulting Group as management advisors, Goldman Sachs and Avendus as Investment Managers and confirms payment of January 2009 salaries; No sale of "parts" of Satyam decided
3-Feb SEBI to amend open offer guidelines to give a transparent pricing for open offer of Satyam
5-Feb A S Murthy, a Satyam veteran of 15 years, appointed CEO and Mr Homi Khusrokhan and Mr Partho Datta appointed
Special Advisors to the Board to assist in Management and Finance areas
Company receives bank sanctions for a total sum of Rs 600 crore towards working capital requirements
Company affirms payment of January salaries (globally) and fortnightly salary in Feb 2009 (for US associates)
19-Feb Increase Authorised Capital from Rs 160 crore to Rs 280 crore
CLB authorises induction of strategic investor and to make preferentail allotment
06-Mar SEBI approval received to facilitate global competitive bidding process to select investor to acquire 51% interest in the Company: subscription to newly issued equity shares representing 31% of the Company's share capital followed by open offer for 20% of the equity share capital at the same share price as subscription price; If 51% not acquired subcribe to additional newly issued equity shares to result in 51% of the post issue equity share capital.
Qualified investors expected to have total net assets in excess of US$ 150 million
09-Mar Each interested bidders to register their interest by 5.00pm IST on March 12, 2009 on www.satyam.com/bidprocess/march 09/index.asp
The process of selection to be overseen by a former Chief Justice of India or former Supreme Court Judge appointed bv Co.
The interested bidders to submit proof of availability of funds of atleast Rs 1500 crore by March 20, 2009
The successful bidder to deposit the entire subscription amount abd requisite funds for open offer in an escrow account

Yearly returns comparison of BSE Sensex and Top 5 of Indain IT (%)

 

Yearly returns comparison of BSE Sensex and Top 5 of Indain IT (%)
   CY2004 CY2005 CY2006 CY2007 CY2008
BSE Sensex 13.1 42.3 46.7 47.1 -52.4
Satyam Computer 11.6 80.0 31.2 -7.2 -62.1
TCS (listed on 25-8-04) 57.1 27.5 43.2 -12.0 -55.4
Infosys Technologies 50.2 43.5 49.5 -21.1 -36.8
Wipro 29.1 23.9 30.4 -13.1 -55.6
HCL Technologies 12.0 57.0 20.3 2.2 -65.2

Shareholding Pattern (%)

Satyam Computer Services: Shareholding Pattern (%)
  Total Foreign (incl. ADRs) Total Institutions Total Non Promoter Corporate Holding Total Promoters Total Public & Others Total
30/09/2008 67.47 14.71 0.70 8.61 8.50 100.00
30/06/2008 68.26 14.38 0.52 8.63 8.21 100.00
31/03/2008 68.92 13.00 0.59 8.74 8.75 100.00
31/12/2007 69.68 11.71 0.75 8.75 9.11 100.00
30/09/2007 67.38 12.89 0.93 8.78 10.02 100.00
30/06/2007 68.67 12.05 0.58 8.79 9.92 100.00
31/03/2007 68.01 11.63 0.94 8.79 10.63 100.00
31/12/2006 69.12 11.27 0.88 9.11 9.63 100.00
30/09/2006 67.67 11.79 1.21 9.15 10.18 100.00
30/06/2006 67.14 12.04 1.24 9.18 10.41 100.00
31/03/2006 73.52 7.44 0.96 14.02 4.06 100.00
31/12/2005 73.60 7.49 0.82 14.07 4.02 100.00
30/09/2005 74.79 5.49 1.19 14.44 4.09 100.00
30/06/2005 75.02 5.43 0.32 15.18 4.06 100.00
31/03/2005 67.96 10.90 1.00 15.67 4.47 100.00
31/12/2004 68.52 9.55 1.29 15.71 4.93 100.00
30/09/2004 65.98 10.69 1.49 16.23 5.61 100.00
30/06/2004 62.79 13.54 1.31 16.78 5.58 100.00
31/03/2004 63.28 11.73 1.58 17.35 6.07 100.00

Geographical mix (%)

 

Satyam Computer Services: Geographical mix (%)
  North America Europe Rest of World Total
0809 (3) 62.03 20.60 17.37 100.00
0806 (3) 60.32 20.65 19.03 100.00
0803 (3) 60.62 20.69 18.69 100.00
0712 (3) 60.02 20.52 19.46 100.00
0709 (3) 58.43 20.95 20.62 100.00
0706 (3) 61.71 20.10 18.19 100.00
0703 (3) 62.55 19.86 17.59 100.00
0612 (3) 64.27 19.00 16.73 100.00
0609 (3) 65.87 18.00 16.13 100.00
0606 (3) 65.91 17.59 16.50 100.00
0603 (3) 63.92 18.64 17.44 100.00
0512 (3) 64.43 18.48 17.09 100.00
0509 (3) 66.80 18.34 14.86 100.00
0506 (3) 67.77 17.20 15.03 100.00
0503 (3) 67.78 16.90 15.32 100.00
0412 (3)

             NA

      NA               NA      NA
0409 (3) 71.20 16.00 12.80 100.00
0406 (3) 68.93 15.23 15.84 100.00

Source: http://capitalmarket.com/

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