2015 · GS Paper 2 · Q14 · 12 marks

In the light of the Satyam Scandal (2009), discuss the changes brought in corporate governance to ensure transparency, accountability.

In short

The Satyam scandal turned Indian corporate governance from voluntary practice into enforceable law built on independent boards, rotating auditors, mandatory disclosure and stronger enforcement. The Companies Act, 2013 mandated one-third independent directors and audit-firm rotation, and the National Financial Reporting Authority began regulating auditors in 2018.

Model answer

Ghissu Editorial · Verified 4 Oct 2026

Introduction
In January 2009, Satyam chairman B. Ramalinga Raju confessed that the company's books carried over Rs 5,000 crore of non-existent cash. The fraud, "India's Enron", exposed a captive board and a failed audit, and triggered sweeping governance reform.
Governance Gaps the Satyam Scandal Exposed
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Captive board

Independent directors approved the December 2008 bid for the Raju family's Maytas companies.

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Audit failure

The auditor certified fictitious bank balances for years without direct bank confirmation.

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Hidden pledges

Investors were never told that the promoters' shrinking stake was largely pledged.

Reforms for Transparency and Accountability
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Independent boards

The Companies Act, 2013 mandates one-third independent directors on listed boards with a Schedule IV code, a woman director, and an independent-majority audit committee.

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Auditor accountability

Audit firms rotate after two five-year terms, cannot sell non-audit services to clients, and must report fraud, under the oversight of the National Financial Reporting Authority (2018).

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Disclosure

SEBI mandated disclosure of pledged promoter shares in 2009 and consolidated listing duties in the LODR Regulations, 2015, and the Kotak Committee (2017) tightened board and related-party rules.

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Enforcement

The SFIO gained statutory powers of arrest, vigil mechanisms became mandatory, and shareholders gained class-action suits.

Conclusion
Satyam turned corporate governance from voluntary practice into enforceable law, moving accountability from the promoter's word to independent boards, rotating auditors and a dedicated regulator. The IL&FS collapse (2018) shows culture must keep pace with statute, but transparency is now the price of market access.

This model answer is indicative and the model can make mistakes; please verify key facts independently.

Hand-drawn diagram: Post-Satyam Governance Reforms. Post-Satyam Governance Reforms. Diagram (timeline): Post-Satyam Governance Reforms; 2009; Promoter pledge disclosure; 2013; Companies Act; 2015; SEBI LODR Regulations; 2017; Kotak Committee; 2018; NFRA set up
Diagram: Post-Satyam Governance Reforms

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Transparency & Accountability, Institutional and Other Measures4 questions

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Question from the official UPSC Civil Services (Main) Examination 2015 paper. Answer written by Ghissu's engine and checked against our editorial standards. Found an error? Tell us and we correct it within 48 hours.

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