Format (Sample)
Format (Sample)
MBA REUI
SEMESTER - I
DECLARATION
I, Ms. GARIMA MAHESHWARI declare that this project report is the record of
genuine work carried out by me under the guidance of assistant professor Mr.
Kinshuk Saurabh of RICS SCHOOL OF BUILT ENVIRONMENT, AMITY
UNIVERSITY during the period from 25/08/14 to 07/11/14.
GARIMA MAHESHWARI
MBA - REUI
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ACKNOWLEGEMENT
I want to acknowledge with sincere appreciation the Authority of my college
(RICS School of Built Environment, Amity University) for giving me this
opportunity to learn and understand the concept of Corporate Governance. Im
thankful to my Guide Mr.Kinshuk Saurabh, whose guidance and support led to
the completion of this project. Im also thankful to all those who supported me in
any respect during the completion of the project.
Thanking You
GARIMA MAHESHWARI
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TABLE OF CONTENTS
1
SCOPE.....................................................................................................5
INTRODUCTION.....................................................................................6
3.1
4.2
7.1
INTRODUCTION..........................................................................................11
7.2
BOARD OF DIRECTORS..............................................................................11
7.3
7.4
METHODOLOGY...................................................................................13
14 REFERENCES....................................................................................3536
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SCOPE
This report is an initiative to identify, explore and study corporate governance in
real estate companies. The report aims to evaluate the corporate governance of
SOBHA DEVELOPERS Ltd., based on the annual reports of the year 2012-2013
and 2013-2014. The performance of the company in terms of corporate
governance proposed by me is an attempt to configure the current compliance
with the corporate governance guidelines as stipulated under various clauses of
the Listing Agreement.
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INTRODUCTION
CORPORATE GOVERNANCE IN INDIA
Corporate governance is one of the major issue in corporate boardrooms and
governments around. Corporate scenario of India was stagnant till the early 90s.
After the liberalization in 1990s, Indias corporate sectors goals and position has
changed a lot. In terms of the market capitalization, India is one of the largest
market which has emerged with around 20 million stakeholders.
On 18 December 2012, a Companies Bill by Lok Sabha was passed which includes
new provisions to improve the governance of many public companies.
A Clause 49 was introduced by SEBI which stands for Securities Exchange Board
of India in the Listing Agreement of India (2000-2001), because of which the
companies which are listed started accepting the corporate governance concept.
The clause made by SEBI was based on Kumara Mangalam Birla Committee.
SEBI to improve and evaluate the practices which were existing at that time, a
committee was set up which was under Mr. N.R. Narayana Murthy chairmanship.
The recommendations proposed by the committee faced various protests and
representations by the industry, pressurizing SEBI to reconsider them.
SEBI again presented the Clause 49 which was reviseed on 29th October 2004,
implemented by the year end (2004-2005). Provisions of Company Act, 1956 also
regulate corporate governance.
The Securities and Exchange Board of India (SEBI), which is a market regulator
passed a paper recently on the "Review of Corporate Governance" conducting a
larger debate on the issue of corporate governance. The paper suggests that the
chairmans role and role of chief executive should be splitted, reasons for the
resignation of Independent director from office should be disclosed, and
independent directors appointment term should be limited. SEBI makes sure
that these proposals of corporate governance are regulated in the market.
To attract foreign investment corporate governance is improved in India.
Shareholder diversity is slowly increasing in some companies because of foreign
investment. Creation of New regulatory institutions, strengthening of existing
institutions and adoption of hybrid approaches but, the Anglo-Saxon model could
be a beneficial foundation.
Indian companies who are competing globally for accessing capital markets, are
finding that it is essential to have the ability to benchmark against world-class
organizations. Due to the emerging of Indian corporations on the world stage
they are discovering that the old ways of doing business are not sufficient and will
not be successful in such a fast-paced global environment.
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The Shareholders
The Directors of Board
The Management.
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executive compensation
board members qualification
Corporate rating.
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audit process independently and eectively and that the functioning of the
external auditor is not subjected to the pulls and pressures of the inside
management. The scope of audit and terms of engagement of the external auditor
is set by the audit committee and continually monitors its functioning and
progress.
BENEFITS OF CORPORATE
GOVERNANCE
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IMPORTANCE OF CORPORATE
GOVERNANCE
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BOARD OF DIRECTORS
Anup Shah
Independent Director
Non Executive
Dr.S.K. Gupta
Independent Director
Non Executive
Chairmen
Executive
J.C. Sharma
Executive
M.Damodaram
Independent Director
Non Executive
R.V.S. Rao
Independent Director
Non Executive
P Ramakrishnan
Executive
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Audit Committee
Stakeholders Relationship Committee
Nomination, Remuneration and Governance Committee
Risk Management Committee
Corporate Social Responsibility Committee
Share Transfer Committee
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METHODOLOGY
The working method used here for the evaluation of the standard and quality of
corporate governance has considered all the relevant conditions of corporate
governance stipulated by Clause 49 of the Listing Agreement as well as provisions
of the Companies Act, 1956. In order to ascertain how far a company is compliant
of governance standard, a point value points has been provided to these
conditions according to their importance.
Although this method is subjective having its own limitations, it helps us to pin
point the quality and effectiveness of corporate governance with points assign to
important parameters of governance. Accordingly the company is awarded some
points on some parameters, which constitutes the governance process in
company. These key governance parameters are selected on a 90 point scale .
(source: Ms. Neelam Bhardwaj1 CMA Dr. Batani Raghavendra Rao2. Corporate
Governance Practices In India - A Case Study)
Key governance
parameters
Points assigned
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2
5
2
2
1
2
25
19
10
10
TOTAL
90
These are very important parameters for assessing quality and effectiveness of
corporate governance system in a company.
After determining total score based on the parameters mentioned, company is
graded on a five- point scale.
SCORE RANGE
76 90
61 75
46 60
31 45
Below 31
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RANK
Excellent
Very Good
Good
Average
Poor
TABLE 1: EVALUATION OF
GOVERNANCE STANDARD OF SOBHA
DEVELOPERS FOR THE YEAR (2012
2013)
Governance Parameters
Points
Gained
Points
Assigned
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5
1
2
3
0
1
2
1
2
0
1
8
1
1
0
1
b) Remuneration/Compensation committee
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1
1
0
1
1
1
1
1
1
1
5
1
0
0
0
0
0
0
0
0
0
1
1
1
1
1
19
Accounting treatment
2
1
Shareholders information :
Share transfer
Shareholder rights
Audit qualification
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0
0
1
0
2
2
3
1
1
1
2
2
10
10
10
0
0
0
0
0
TOTAL
51
90
TABLE 2: EVALUATION OF
GOVERNANCE STANDARD OF SOBHA
DEVELOPERS FOR THE YEAR (2013
2014)
Governance Parameters
1. Statement of companys philosophy on code of governance.
2. Structure and strength of the board.
3. Chairman and CEO duality
Promoter executive chairman cum MD/CEO
Non-promoter executive chairman cum MD/CEO
Promoter non-executive chairman
Non-promoter non-executive chairman
Non-executive independent chairman
4. Disclosure of tenure and age limit of directors
5. Disclosure of
Definitions of Independent director
Definitions of financial expert
Selection criteria of board of directors including
independent directors
Points
Gained
2
Points
Assigned
2
2
5
2
3
1
0
1
9. Disclosure of
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c) Remuneration policy
d) Remuneration of directors
10. Board Committees
i) Audit committee
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0
1
8
1
1
1
1
1
2
1
1
1
1
1
0
5
1
1
1
investors/shareholders survey
Publishing of committee report
l) Nomination committee
0
0
1
1
1
19
2
Accounting treatment
Shareholders information :
Share holders
Shareholder rights
Audit qualification
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2
1
0
1
0
2
2
3
1
1
1
2
10
10
10
2
2
2
2
69
90
69+ 51
2
= 60 points
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CONCLUSION
So according to five point scale of working method1
Score Range
Grade
76 90
61 75
46 60
31 45
Below 31
Excellent
Very Good
Good
Average
Poor
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LEARNINGS
Corporate governance in a real estate industry is an important issue for investors,
occupiers, lenders and developers. Major issues include standardization of
property valuation, transparency, and compensation of executives, qualification
of board of members, relationships of investors, rating of corporate and appraisal
of the board.
Corporate governance should be considered as an important opportunity for real
estate industries to improve and enhance their reputation and to become a lot
more professional.
Indian corporations like Sobha developers Ltd., which is an Indian
multinational Real estate developer are emerging on the world stage and
discovering that the old ways of doing business are no longer sufficient to achieve
success in such a fast-paced global environment.
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Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:1
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Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:2
25 | P a g e
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:3
26 | P a g e
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:4
27 | P a g e
Name
GARIMA MAHESHWARI
Enrollment No.
Program
Organisation
Project description
Week number
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:5
Name
Enrollment No.
Program
Organisation
28 | P a g e
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
Project description
Week number
Name
Enrollment No.
Program
Organisation
Project description
Week number
Objective of the week
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GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:7
To relate the companys adoption of corporate governance with SEBI regulations and
Clause 49.
Work Done This week :
Studied SEBI regulations and clause 49 of corporate governance.
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:8
30 | P a g e
Name
Enrollment No.
Program
Organisation
Project description
Week number
Objective of the week
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:9
.
To make the table of evaluation of governance standards for Sobha Developers Ltd.
Work Done This week :
Studied governance standards for the evaluation of table for corporate governance of
Sobha Developers and presented the table to the faculty.
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Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
: 10
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Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
: 11
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Internal Evaluation
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REFERENCES
www.nfcg.india.org/
www.Business.gov.in/corporate governace
www.nfcg.india.org/
www.sobha.com
http://www.sebi.gov.in
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