Thanks to Satyam, now independent directors are all asking for a one-to-one meeting with the statutory auditors. One satutory auditor I know, told the board, sorry “I did not check the cash on hand” – and the board insisted that petty cash (in 47 locations) should be checked immediately. This is what is called being prepared for the previous war.

What did Raju do which was very different from other entrepreneurs? Actually, nothing. He just got caught. Why did he get caught? He waited for it to become too big – and that was foolish. Most entrepreneurs I know have a scant respect for Corporate Governance. Most merchant bankers will take a mandate from anybody who will pay a fee. Most brokers will happily sell an IPO which the market will buy. All those people who are today talking of corporate governance, should first clean up their own homes.

Could Satyam not have raised US $ 2 Billion between 2002-2007? He could have done it easily. All he had to do was to create JVs – like Refco sify which he did in the past. Could he have found a merchant banker to help him? You’ve got to be kidding – he could have asked for a beauty parade, and they would have done it. Raju just got the advice and timing wrong. Somebody in his office did not download the list of MBs – that is all.

Many entrepreneurs (a friend who consults with CEOs says all) take decisions in the clubs in the evening over a peg rather than in their hallowed board rooms. Boards are filled with people who can talk eloquently on television about corporate governance. Real friends (who will speak the truth) are kept out of OWN BOARDS – they are used as a sounding board on the day before!

Entrepreneurs are broadly of 2 types – Rule Makers and Rule Breakers (see Rule makers are the ones like Mukesh Ambani, Deepak Parekh, etc. the Rules are Made by them. Like the Golden Rule of Investing – he who has the gold makes the rules. The Rule Breaker is the one who creates his own rules – Virendra Sehwag is a fine example. He has no ‘knowledge’ of the classic rules of cricket – so he creates his own rules and lives by them – Dhirubhai Ambani was perhaps on the same list as Sehwag. Corporate Governance and Dhirubhai Ambani? No prizes for guessing what is the meaning of “Maane Nathi Khabar”!

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