The Company Law Board today approved Tech Mahindra’s proposed acquisition of a 31 per cent stake in Satyam Computer and asked the buyer to deposit Rs 1,756 crore for the deal by April 21 in a designated account.
The CLB, in its order, also asked Tech Mahindra to nominate a maximum of four directors on Satyam’s board after depositing the required capital towards the stake purchase.
It said that Venturbay Consultants Pvt Ltd, a subsidiary controlled by Tech Mahindra, shall deposit Rs 1,756 crore for 31 per cent equity shares in Satyam in the escrow account by April 21, 2009.
CLB Chairman S Balasubramaniam said that on deposit of the amount by Venturbay, the Satyam board will be authorised to issue and allot 30,27,64,327 equity shares of Rs 10 each at a premium of Rs 48 per share to Venturbay.
In the order, the CLB further said that "after allotment of 31 per cent shares on preferential basis and funding the escrow accounts in full in cash towards 20 per cent public offer by Venturbay, it will have the liberty to appoint four nominees as directors on the Board of Satyam."
However, the present six directors of Satyam appointed by the government will continue till further orders.
The CLB also granted directors, who would be appointed from Tech Mahindra, immunity from any civil or criminal actions by the authorities.
"Since the company has suffered huge damages due to the acts of commission and omissions by (the) Rajus, the strategic investor would require sufficient remedy. Therefore, I stipulate that as long as the petition is pending to ensure that the directors nominated by Venturebay function without any apprehension of being subjected to civil/criminal or punitive actions," the CLB order said.
Meanwhile, in some relief to the scam-hit IT firm, the CLB extended time for filing statutory returns and documents up to December 31, 2009, and held that it would also apply over publication of quarterly results.
"Since the company has to restate the accounts for nearly six years after complete audit, which is in progress, I extend the time for filing return/documents which are required to be filed with various statutory authorities under various statutes, whether already due or become due up to December 31, 2009," the CLB said.
The CLB also directed the four nominated directors of Tech Mahindra to cooperate with all agencies that are looking into the past affairs of the company by furnishing all information and documents as may be sought by them.
Source: Business-Standard