Ranbaxy Case Study

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Ranbaxy's criminal guilty plea and $500 million in fines and penalties has brought back the spotlight on corporate governance. The criminal case focused on sales in the US market. However, if media reports are to be believed, Ranbaxy committed systemic fraud in its worldwide regulatory filings. The US case dates back to the year 2004. This is the initial year when the Corporate Governance Code, which was issued by Sebi in the year 2000, was made mandatory. Therefore, it is quite likely that many independent directors had no clear idea about their responsibilities and accountability. But that cannot be said about independent directors on the RanbaxyBoard. In the year 2004, Ranbaxy Board had Tejendra Khanna, Gurucharan Das, P S Joshi, Vivek Bharat Ram, Nimesh Kampani, Vivek Mehra, Surendra-Daulet Singh and J W Balani as independent directors. All of them are enlightened leaders in their own field. Sebi Code was drawn from Anglo-Saxon corporate governance model. It is unlikely that those who were on the Ranbaxy Board had no exposure to corporate governance models. Ranbaxy's shareholding data as on March 31, 2004, shows that promoters' shareholding was 32.04 per cent, while foreign shareholding and Indian institutions' shareholding were 32.98 per cent (including FII's shareholding of 22.68 per cent) and 15.16 per cent respectively. One would expect corporate governance of highest order with the illustrious Board and significant foreign and institutional shareholding, however, the reality was different. Ranbaxysystematically perpetrated fraud on shareholders by exposing their investment to huge reputation and compliance risks by fuzzing data…show more content…
In both cases, the top management overrode the internal control system. On January 2, 2013, southern district of New York judge Barbara Jones gave a landmark judgment. The judge did not see a case of the former independent directors of Satyam acting

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