The management of Satyam Computer Services Ltd, which has been having a tough time explaining the motive for the aborted $1.6-billion acquisition of Maytas Infra and Maytas Properties, will probably find it more difficult to explain the offloading of the company?s 6.01 lakh shares by its top management this financial year.
To add to its woes, market regulator Securities and Exchange Board of India is studying the corporate governance issue concerning the Maytas deal. ?We do not want to react immediately to the incident. We will study issues involved and then come to a conclusion,? said C B Bhave, chairman, Sebi at an event in Mumbai on Friday.
As per the transaction records, Srinivas Vadlamani, the chief financial officer of Satyam Computer Service, has been the most active in offloading the shares. Srinivas offloaded 92,358 shares in two instalments in September. Ram Mynampati, president of Satyam and a member of the board, also offloaded 80,000 shares in three instalments in May and June.
Interestingly, during the past nine months, none of the top management team of Satyam has purchased its shares. Instead, it is foreign institutional investors who have done that. Aberdeen Asset Management Asia Ltd, for example, purchased 12 million shares of the company in October, taking its total holding to 9.17%. Incidentally, the FIIs were one of the strongest critics of the aborted deal in their concall with the management on Tuesday, saying it had diluted the company?s potential to expand further in the IT sector.
The heavy selling of shares by the Satyam big-wigs in September was initially attributed to the developing uncertainty in the economic scenario. However, put in the larger scheme of things, the sale could be a case of insider trading.
The trend has accentuated in December when 28,500 shares of the company were sold by its senior officials. In May 2.50 lakh shares were sold, while September accounted for sales of 1.53 lakh shares. The most recent sellout was done by AS Murthy, chief information officer, who sold 21,000 shares between December 12 and 15. Satyam had not replied to an e-mail sent from FE till the time of going to press.
Harshad Deshpande, an IT research analyst with Ambit Capital, slammed the sales. ?As the Sebi launches a probe into the matter, there will be a lot of internal things about the company which will come into the public domain. This will not augur well for the company?s stock despite the buy-back programme?.
In another development, Satyam could face battle in a US court. Online and mobile payment services leader, Upaid Systems of the UK, said it is filing on Friday a motion in Collin County, Texas district, court requesting depositions of Satyam chairman, CFO and global head of corporate governance in connection with the attempt earlier this week to strip all surplus cash from the company the maytas deal.
Satyam declined to comment, saying the matter was sub-judice. In a press release, Upaid said Satyam is facing suits in the US federal and state courts filed by Upaid claiming fraud, forgery and breach of contract, as a result of which Upaid has suffered damages to its business and prospects in excess of $1 billion. The federal court proceeding is currently scheduled for a Texas jury trial in June of 2009, and Satyam is facing the potential of a very sizable judgment against it. At present, Satyam has cash resources to pay a $1 billion-plus judgment or the liquidity to support a supersedeas bond. However, on December 16, 2008, Satyam announced a plan to strip $1.6 billion of cash out of the company, an amount that exceeds its cash, in a transaction to acquire Maytas Properties and Maytas Infra, whereby the large majority of this cash would go to the family of Satyam?s chairman, Ramalinga Raju. That Satyam would proceed with a transaction that seems so clearly designed to deplete its assets in advance of a judgment, concerns Upaid that Satyam may be willing to engage in fraudulent transfers to avoid its legal obligations.
The Satyam executives whose depositions are being requested are Ramalinga Raju, chairman, Srivinas Valdamani, CFO and G. Jayaraman, global head–corporate governance, the release added.