UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of July, 2009
Commission File Number 001-15190
Satyam Computer Services Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrants name into English)
Satyam Infocity
Unit 12, Plot No. 35/36
Hi-tech City layout, Survey No. 64, Madhapur
Hyderabad 500 081
Andhra Pradesh, India
(91) 40 3063 6363
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the Registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to registrant in connection with Rule
12g3-2(b): Not applicable.
The Company is incorporating by reference the information and exhibits set forth in this Form 6-K
into its registration statement on Form S-8 (Registration No. 333-13772 and Registration No.
333-139949).
TABLE OF CONTENTS
Other Events
On July 17, 2009, Satyam Computer Services Limited (Satyam) issued a press release announcing
that the Company Law Board (CLB) has given permission to
the Central Government of India (the Central Government) to withdraw FOUR of the
SIX directors appointed by the Central Government on the Board of
Directors of the Satyam (the Board). The Central
Government decided to retain Mr. Achuthan and Mr. T N
Manoharan as directors on the Board, and to withdraw the appointments of
Mr. Kiran Karnik, Mr. Deepak Parekh, Mr. Tarun Das and
Mr. S B Mainak as directors on the Board.
As a
result of such withdrawal, the Board now consists of six directors,
of which two directors are independent directors and were appointed
by the Central Government, and four
directors are nominee directors appointed by Venturbay Consultants
Private Limited, a holder of approximately 43% of the outstanding
share capital of Satyam.
Satyams
Audit Committee now consists of two independent directors, Mr. T. N. Manoharan and Mr. Achuthan.
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The rules of the Indian stock exchanges on which Satyams equity shares are listed
require that Satyams Audit Committee must have a minimum of
three directors. Two-thirds of the members of Audit Committee shall
be independent directors. |
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Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Rule 303A.06 of
the Listed Company Manual of the New York Stock Exchange require that
all the members of Satyams Audit Committee be independent. |
Satyam
will take all appropriate steps to fill up the vacancy caused in the
Audit committee and the Board to the extent required, expeditiously and in any case well within the
timelines mandated under home country laws.
A copy of the press release is attached hereto as exhibit 99.1 and is incorporated herein by
reference. Copies of orders of the Central Government and the CLB
dated July 17, 2009 are
attached hereto as exhibit 99.2 and are incorporated herein by reference.
Satyams directors as of July 18, 2009 are set forth below:
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Name |
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Position |
Vineet Nayyar |
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Executive Vice-Chairman |
C P Gurnani |
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Chief Executive Officer |
C Achuthan* |
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Director |
T N
Manoharan* |
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Director |
Sanjay Kalra |
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Director |
Ulhas N Yargop |
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Director |
In
addition, the members of the committees of the Board as of July 18,
2009 are set forth below:
Audit Committee
T N
Manoharan
C Achuthan
Compensation Committee
C Achuthan
T N Manoharan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SATYAM COMPUTER SERVICES LIMITED
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/s/ G. Jayaraman
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Name : G. Jayaraman |
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Title : Company Secretary |
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Date: July 20, 2009