| Hony.
Editor |
| Dr.
Bindi Mehta
Professor
& Chairperson (Research & Publications)
Narsee Monjee Institute of Management Studies
(Deemed University) |
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Bottom
line : Devil is in the detail |
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Individual investors and shareholders rarely pay attention to
consolidated financial statements. Indeed, there is very little
evidence that analysts do so either, barring in a few sectors
like IT and pharmaceuticals. A sample of 205 companies with consolidated
numbers for FY 2004 shows net sales are up by 10 % and net profit
by 4 %.
For
an individual company, the difference between consolidated and
standalone, figures is more significant and aggregate numbers
don’t give the complete picture. The difference in sales can be
as high as 25-30 % while profits can be higher by 15-30 % or lower
by 20-30 %. But there are some companies where the differences
are much higher. Also, the difference in standalone and consolidated
results is more marked in 2004, compared to the previous year
when consolidated sales were higher by 7 % but profits were stagnant.
Consolidated numbers reflect the impact of the performance of
subsidiaries, joint ventures and even investments in associate
companies. Thus, the performance of investments in outside companies
is reflected in the holding company’s performance.
Bonuses
given by India Inc have gotten bigger than ever. In many cases,
companies are also rewarding their top performers with a percentage
of earnings (read profit or savings in case of outsourcing) running
into crores in cash. According to Venkat Sastry, Associate Director
of head-hunting firm Stanton Chase India, “CEOs are no more a
salaried class. In the new economy sectors, a CEO is in a business
contract with the board and shares in the profits of the company
like shareholder”. Of late, CEOs in fast growing companies have
been signing an annual MoU with the board specifying their targets
and rewards. Though the concept of one-time reward is not unique
to the new economy sectors, old economy companies are still more
conservative.
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SEBI
to oversee issue of ESOP by listed companies |
| The
Securities and Exchange Board of India (SEBI) will now govern
the issue of Employees Stock Option Scheme (ESOP) by a listed
company in the knowledge-based sectors, the RBI said today.
This issue of ESOP
will be according to the SEBI (Employees Stock Option and Stock
purchase Scheme) Guidelines, 1999, RBI said in a circular to all
banks, which are allowed to deal in foreign exchange.
However, issue of ESOP
by an unlisted company in the sector would be governed by the
Government of India guidelines.
RBI's approval would
not be required from now onwards for purchase of foreign securities
under the ADR or GDR linked ESOP scheme up to US dollars aggregating
$50,000, said the circular.
The remittance can
also be made under the scheme in a block of five calendar years.
The central bank also
said today that listed Indian companies might allot shares to
their employees who are citizens of Bangladesh and Sri Lanka under
ESOP.
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Panel
Planned Before Amending Company Law |
The ministry
for company affairs has given three months to the professional
institutes and trade/industry bodies to give feedback on the
concept paper before going in for a new Companies Act. After
that, the ministry plans to appoint a committee to look into
the recommendations made.
Minister
of state (Independent Charge) for company affairs Prem Chand
Gupta while addressing the media at the Institute of Chartered
Accountants of India (ICAI), said that the committee will involve
professional bodies like ICAI, ICSI, ICWAI, banks, FIs, chambers
of commerce and Sebi. However, he was unable to give a time
frame for this to be completed.
Mr Gupta also expressed the resolve of the government to have
strict penalty for vanishing companies (like some former plantation
companies) who issued misleading prospectus. He added that the
penalty should be commensurate with the offense committed, while
ensuring that the stakeholders do not suffer.
The proposed new Companies Act aims at putting together the
scattered provisions in the existing law, removing the redundant
provisions, emphasising better corporate governance and ensuring
greater transperancy. Protection of small investors and complete
computerisation are the other objectives. This is expected to
keep the law in line with the changing times.
The concept paper on revamping the Companies Act, 1956, comes
as a comprehensive exercise after the several piecemeal amendments
(24 times) that were made over the years. It proposes to reduce
the size of the existing act to its one-third. It aims to provide
greater flexibility in rule making to enable timely response
to the evolving business scenario.
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Dividend
Payout ratio on the rise |
Corporate
India has been rewarding its shareholders in a big way. The
dividend payout ratio of India’s top 200 companies has touched
a 10-year high of 35 % in FY 2003 from 19 % in 1994-95. What
is more significant is that the payouts have grown at a rate
faster than earnings.
The
only exception to this dividend payout trend is the consumer
staples and information technology sector. In both these cases,
the dividend payout ratios have dropped from their FY 1995 levels.
On the other hand, in the case of consumer durables, the payout
increased rapidly till FY 2001, but thereafter have dropped
significantly.
As
expected, the sharpest increase has been in the case of energy
sector. The dividend payout ratio for energy companies increased
from a low of 8 % in FY 1995 to a whopping 40 % in FY2003. According
to a Morgan Stanley study much of this increase in dividend
payout ratios has happened since FY 1999, when dividend related
tax laws were changed. Dividends were earlier taxed at the marginal
rate in the hands of the investor.
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ICSI
seeks new head for corporate governance |
Institute
of Company Secretaries of India (ICSI) has asked governments
of various countries to press for inclusion of a new head for
corporate governance and company secretarial services under
the services sectoral classification list of the WTO.
"We have, through
a multi-national platform, approached governments of different
countries to press for new head for corporate governance and
company secretarial services under the services sectoral classification
list of the WTO," ICSI president Mahesh Athavale said at
the national convention of ICSI here.
ICSI vision plan
adopted by the Institute charted out the road map for actions
and future strategies for the profession of company secretaries,
he said.
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© 2001 Academy of Corporate Governance |
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