Who Watches the Watchmen At Satyam?

As the Satyam fiasco is still being splashed all over the papers, I join several others in asking what were the other independent Directors of Satyam doing? More precisely, “who watches the watchmen?” or as Roman poet famously asked Socrates in Latin - Quis custodiet ipsos custodes?
The saying has since been used to question the people in power about what powers they should hold and who should govern those who are in power. The phrase became more popular by the cult-hit graphic novel – “WATCHMEN” by Alan Moore.

Who watches the Watchmen?

Today this question is more pertinent in the context of Satyam affairs. The role of the Directors is well understood as the conscience keepers of a firm. More so, the independent Directors and auditors who play the role of watchdogs, are under the scanner.

I’d like to draw parallel between the Satyam saga and Alan Moore’s “Watchmen” (which is now being made into a movie, releasing in March 2009). The latter’s tale is that of superheroes or costumed vigilantes in modern times and traces their moralities in an attempt to deconstruct the superhero concept. The reason why I drew parallel between Watchmen and Satyam will become clear (hopefully) as you read on.

“Watchmen” begins with the discovery of a dead body of a retired costumed hero, The Comedian, and the investigation by Rorschach, an active vigilante who works outside the law. Juxtapose with Satyam – the Satyam saga starts with the failed attempt of a Satyam-Maytas deal; Rorschach’s role is assumed by the investors or Satyam shareholders whose fury forces buyout rethink.

Just as the New York police start investigating the Comedian’s murder in ‘Watchmen’, the law catches up with Satyam when Registrar of companies is asked to probe the Maytas deal. Fallout is resignation of three board members.

In the comic, Rorschach believes he has discovered a plot to eliminate costumed adventurers and he sets about warning four of his retired comrades, Dan Dreiberg (formerly Nite Owl), the super-powered and emotionally detached Doctor Manhattan and his lover Laurie Juspeczyk (also known as Silk Spectre), and Adrian Veidt (once the hero Ozymandias, now a successful businessman).

(Don’t worry too much about the characters, yet. See the end of the article for a quick reference of the characters)

Similar to Rorschach, Satyam’s investors believed that this was a ploy to rescue the promoters son’s company Maytas and perhaps a bid to siphon off cash.

The truth couldn’t be more further than this, in both tales.

The role of media in Satyam’s case is played out by Nite Owl in Watchmen who joins Rorschach (the shareholders) in trying to uncover the plot. Rorschach's paranoid beliefs appear vindicated when Adrian Veidt narrowly survives an assassination attempt, and Rorschach himself is framed for murder and is arrested. Much like when three independent directors quit Satyam, vindicating the stand taken by Media and shareholders that all was not well at Satyam.

Nite Owl and Rorschach continue to uncover the conspiracy surrounding the death of The Comedian. They discover evidence that their former comrade Adrian Veidt may be behind the plan. In the Satyam saga, Adrian Veidt turns out to be none other than Ramalingu Raju, the founder-chairman of the company.

This is where the similarities between the two tales get really uncanny.

When confronted, Veidt explains his underlying plan was to save humanity from impending nuclear war between the United States and Soviet Union by faking an alien invasion in New York City, which he hopes will unite the nations against a perceived common enemy. He also reveals that he had killed The Comedian, who had stumbled onto the construction of his weapon and was a threat to the plan.

R Raju’s confessional statement is well known by now. Raju’s attempt at going ahead with the Maytas deal was to actually rescue Satyam from ‘exposing’ the gaping hole of fudged numbers – Rs 5000 crore to be precise, which would appear to have been paid to Maytas (if the deal was through). So, it (Satyam) would have pretended to pay the money, thus making the non-existent money to turn real on paper.

The intentions of Veidt and Raju are similar – they did it for achieving a "larger good". But both are guilty of committing a crime – former for a murder of a peer, and the latter of falsifying accounts.

Similar to Rorschach's discovery that the real conspiracy wasn’t to eliminate the costumed heroes, but to save humanity at the cost of a murder and some mayhem; we learn the truth about Satyam. We are told by r Raju in his confessional letter that the real story wasn't about Satyam trying to rescue Maytas, but Maytas trying to save Satyam.

The larger good that Raju attempted to do, if he went ahead with the acquisition, would have meant that the Satyam investors would have still had their money invested in India’s fourth largest IT firm, Satyam would have had real assets on its books instead of non-existent cash; the Raju family would have continued to manage Satyam; and things would have been alright for everyone.

Perhaps this “larger good” was well understood by the other Board members and independent directors, much like Watchmen’s Dr. Manhattan who recognizes Veidt’s good intentions and tries to stop Rorschach from exposing the truth to the public.

Rorschach pays with his life, much like the investors who have lost heavily in the market. The independent directors resign with regret, likened to Dr. Manhattan who goes on a self-exile in a different Galaxy after he vapourises Rorschach.

Just before Manhattan leaves Earth, Veidt asks him if he did the right thing in the end to which Manhattan replies “Nothing ever ends”.

R Raju could be asking a similar question to his supporters, only to get a similar response. Indeed, nothing ever ends, the Satyam saga is just at the beginning of its end for now.

What appealed to the readers of 'Watchmen' across the globe was the complexity of the so called superheroes or vigilantes. The novel tries to explore the frailities and questions the moralities of superheroes. Similarly, Satyam's saga from the point of view of R Raju's action shows how one of the "Darlings of Indian IT industry" could be faced with choices that test his morality, ethics and principles.

Can we blame R Raju for trying to carve out a deal with Maytas to cover up accounts flaw? Can we forget all the good he has done over the last 20 years and sweep it away with one stroke? Is R Raju as guilty as Veidt in having crossed the line in an attempt to think of the "Larger good" of the company?

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Watchmen Characters juxtaposed against Satyam’s characters:

• The Comedian – found murdered, a fallout of Veidt’s plan.
• Maytas-Satyam deal – Deal taken off, a fallout of Satyam’s fraudulent numbers

• Adrian Veidt – a retired super hero, now a business man who plots to create mayhem only to unite countries and save humanity. He murders The Comedian.
• Ramalingu Raju – Founder, chairman of Satyam, who plots to acquire Maytas in order to save Satyam from its fraudulent numbers. He owns up the fraud.

• Rorschach – a Vigilante who investigates the murder of The Comedian, but gets killed in the end.
• Satyam shareholders – Sniffed something is wrong in the deal; their activism lead to the deal being shelved and eventually truth to come out.

• Nite Owl – Worked with Rorschach in unveiling the truth.
• Media – worked overtime with analysts and eventually succeeded in getting Raju to tell the truth.

• Dr. Manhattan – a Super hero possessing super powers, who eventually sees the justification behind Veidt’s actions. He flies away from Earth in the end.
• Satyam’s Independent Directors – a group of well-acclaimed personalities who approved of the MAytas deal, and were perhaps in the knowing of Satyam’s fudged numbers. They resigned but likely to face the law.