The unanimous approval of Satyam's erstwhile board to the Maytas deal was not unanimous in letter and spirit, the minutes of the infamous December 16 meeting revealed today.
While the board had 'unanimously' passed the resolution for the $1.6 billion acquisition of two Maytas firms, run by Satyam founder Ramalinga Raju's family, many of the five independent directors raised concerns over the deal.
The concerns related to the valuation, actual benefits to the shareholders being a related party transaction and assurance about board being used as a "rubber stamp" and the company moving away from core business of IT.
Even after the passage of the resolution, the board members asked the company to make sure that compliance was ensured to their comments and proper justification was provided in case the actual value of the acquisition target turned out to be below what was told to them.
The minutes of the board meeting, held on December 16 and chaired by M Rammohan Rao, says that "without prejudice to the unanimous approval by the board members of the above resolution (acquisition of Maytas Properties), board members further reiterated that compliance shall be ensured for the comments made by all the directors as deliberated and discussed during this meeting..."
"...Particularly that proper justification be provided to the board members in the event the valuation of Maytas Properties is significantly higher than the aggregate of the actual value of completed projects, current market realisation value of the work-in-progress and the basic market value notified by the state government for registration of lands awaiting development."