Prithvi Info Solutions: Why regulators are silent over the scandalous saga?
March 5, 2010
Over the past year, Hyderabad-based Prithvi Information Solutions Ltd has lurched from one extraordinary scandal to another without once stirring the regulators into action. For starters, three international audit firms walked away without signing the balance sheet in 2009. First it was Ernst & Young (M/s SR Batliboi & Co), which resigned after signing a heavily qualified balance sheet in March 2009. It was replaced by Price Waterhouse & Co (PwC) which resigned in panic in the wake of the Satyam scandal—(the account was being handled by the same PwC partner who has been arrested in the Satyam case).
Is Prithvi Information Solutions another Satyam? It is certainly smaller in size by but the goings-on are as dubious or more. What is however truly scandalous is that the Securities and Exchange Board of India (SEBI), the stock exchanges and the Ministry of Corporate Affairs (MCA) have remained mute spectators to its brazen actions.
Consider this. When PwC resigned in June 2009, the company held an Extraordinary General Meeting (EGM) on 23 July 2009 and appointed Walker, Chandiok & Co. This firm made as fast an exit as PwC and resigned in less than four months without signing the accounts. Prithvi then held its Annual General Meeting (AGM) on 31st December, which was chaired by Madhavi Vuppalapati, a founder director. She apparently told the shareholders that the accounts were not signed and asked them to appoint VK Asthana & Co. She also used the opportunity to increase the company's authorised capital and appoint three new directors.
Despite the fact that three international auditing firms had walked out, Ms Vuppalapati adjourned the meeting by a mere month to 30th January. In under 23 days, VK Asthana & Co was ready with a limited review of the accounts that was presented to shareholders at the 30 January 2010 meeting. Shockingly, the Registrar of Companies granted two extensions to Prithvi for holding the AGM without once inquiring why its former auditors were refusing to sign the accounts. Also, if VK Asthana was appointed on 31st December and the statute requires 23 days’ notice for the AGM and seven days’ notice for a board meeting, then it is clear that it was fully assured that the auditors would sign the accounts without raising any questions. Some would even say that the ‘auditor’ was a mere rubber stamp.
According to our source, "The new auditor VK Asthana (this firm has apparently never been subjected to any peer review which is a mandatory requirement to be eligible to perform audits of listed companies) accepted the appointment and completed the audit in just 23 days and issued the report on the financial statements (including consolidated financial statements).”
Isn't it extraordinary that stock exchanges, who are the first-line regulators, acted like mere notice boards and are uninterested in watching companies? It is they who supervise the Listing Agreement signed by companies, which covers all key corporate governance and disclosure rules. Finally, on 4th March 2010, we received an email from the office of KM Abraham, whole time member (WTM) of SEBI, that the issue has been sent to the appropriate department for investigation. However, even today, and despite the Satyam scandal, the regulator seems clueless about the gravity of Prithvi’s financial machinations.
The frequent change of auditors is not Prithvi's only problem. In June 2009, CNBC reported that Deutsche Bank had filed a first information report (FIR) accusing Prithvi's promoters of a fraud of Rs40 crore. Although Deutsche Bank has remained tight-lipped in public, it is reported that Prithvi had diverted bank funds to real estate and made false claims about significant global contracts. Deutsche Bank was alerted when three of Prithvi's clients informed the Bank's New York branch that they had no dealings with the company.
The company had apparently raised money through bill discounting, by pledging future cash flow for work done for several marquee foreign clients. When it failed to pay on schedule, the Bank allegedly contacted the customers and learnt that they had no business with Prithvi. This too was neither reported to the bourses nor questioned by them. The details of the action are not known; however, Prithvi only informed stock exchanges about an interim order obtained by Deutsche Bank from the Debt Recovery Tribunal that was apparently vacated. On 4 August 2009 the company informed stock exchanges that it had obtained a letter from the authorities that the complaint by Deutsche Bank was ‘civil in nature’. Did this prompt the bourses to ask more questions? Not at all, the notice was merely posted on the respective websites of the Bombay Stock Exchange and the National Stock Exchange.
Less than a month after the AGM on 30th January, there was a report in Tehelka magazine dated 27 February 2010 about another scandal where Prithvi was issued a summons by a city criminal court. The Rs200 crore alleged fraud involves unpaid dues to a leading Japanese corporation. Tehelka says that the company diverted money to be used for buying telecom equipment for the State-owned Bharat Sanchar Nigam Ltd (BSNL) to itself, by shadily diverting payment terms and having the money credited to its own accounts, without informing Sojitz Corp of Japan.
A couple of days earlier, the company had planted a report in a couple of obscure journals that it was set to bag a Rs200-crore order—the exact amount diverted in the Sojitz case. It is also facing action from the Directorate of Revenue Intelligence (DRI) although the accuracy of these charges is not known.
Meanwhile, all the regulatory bodies have been maintaining a deafening silence throughout this sordid saga. — Sucheta Dalal