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2. Appointment by company :
Appointment of subsequent directors is made at every annual general meeting of the company. Section 255
provides that not less than two-thirds of the total number of directors of a public company must be appointed
by the company in general meeting. These directors must be subject to retirement by rotation. The remaining
directors of such a company and the directors generally of a purely private company must also be appointed
by the company in general meeting.
3. Appointment by Directors :
The directors are empowered to appoint
i) Additional directors.
ii) Alternate directors.
iii) Directors filling casual vacancy.
Additional Directors:
The board of directors may appoint additional directors from time to time. The number of directors and
additional directors must not exceed the maximum strength fixed for the board by the articles. The additional
directors shall hold office only up to the date of the next annual general meeting.
Alternate directors:
The board of directors may appoint an alternate director if authorized by the articles or by a resolution of the
company in general meeting. An alternate director acts in the place of a director who is absent for more than
three months from the state in which board meetings are held. He cannot hold office for a period longer than
that permissible to the original director in whose place he has been appointed. He must vacate office on the
return of the original director.
Casual vacancy:
Where the office of any director appointed by the company in general meeting is vacated before the expiry of
his term, the directors may fill up the vacancy at a meeting of the board. The director so appoint will hold
office till the end of the term of the director in whose place he is appointed. These provisions are applicable
only to a public company and a private company which is a subsidiary of the public company.
4. Appointment by third parties :
The articles may gives right to debenture-holders, financial corporations or banking companies who have
advanced loans to the company to nominate director on the board of the company. The number of directors
so nominated should not exceed one-third of the total strength of the board. They are not liable to retire by
rotation.
Duties of a director
The following duties and liabilities have been imposed on the directors of companies, by the Indian
Companies Act of 2013, under its Section 166: --
A director of a company shall act in accordance with the Articles of Association (AOA) of the
company.
A director of the company shall act in good faith, in order to promote the objects of the company, for
the benefits of the company as a whole, and in the best interests of the stakeholders of the company.
A director of a company shall exercise his duties with due and reasonable care, skill and diligence
and shall exercise independent judgment.
A director of a company shall not involve in a situation in which he may have a direct or indirect
interest that conflicts, or possibly may conflict, with the interest of the company.
A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to
himself or to his relatives, partners, or associates and if such director is found guilty of making any
undue gain, he shall be liable to pay an amount equal to that gain to the company.
A director of a company shall not assign his office and any assignment so made shall be void.
If a director of the company contravenes the provisions of this section such director shall be
punishable with fine which shall not be less than one Lakh Rupees but which may extend to five Lac
Rupees.
4. Describe the salient features of Consumer Protection Act, 1986. Discuss the aim and
objectives of the Act.
These days consumer is a victim of low income, price rise, scarcity, and immoral practices of seller. On
account of competition among sellers adulteration, misleading presentations are rising day by day.
Often consumers cannot see through the seller's manipulations. A feel of dissatisfaction creeps in them when
they fail to make proper purchases.
In olden days, a human relationship existed between the consumer and the producer. But these days no
personal relations exist between them. Producers want to earn maximum profit without considering the loss
of the consumer.
Now the Government has initiated many programmes to safeguard the interests of the consumer.
Government is advertising through newspaper and television to enlighten the consumers.
In these advertisements, the consumer is being educated about his rights and the role of the Government in
protecting these rights. Government controls the prices of the goods. Goods of daily use are provided at
subsidized rates at Super bazaar, Kendriya Bhandar, Mother dairy, etc. The consumer is educated about the
procedure of the redressal of their grievances through advertisements and how the Government can punish
the offenders.
Salient Features of Consumer Protection Act
The salient features of consumer protection act, 1986 are as follows:
1. This Act is applicable on both goods and services. Goods are manufactured by the manufacturer and
consumer buys them from manufacturer or seller. Services include transport, electricity, water; roads, etc. are
under this Act.
2. Consumer Redressal Forum-Under Consumer Protection Act, the three judicial systems has been set up to
provide relief to consumers. In this system, consumer forums have been set up at various levels which are
functioning to safeguard the interests of consumers. Under this system, many forums and commissions have
been set up at various levels where consumers can lodge their complaints.
I. At district level there is District Consumer Dispute Redressal Forum. It is headed by a judicial officer
equivalent to Session Judge. He is assisted by two members. Cases involve compensation up to 20 lakhs are
entertained in this forum.
II. At state level there is State Consumer Dispute Redressal Commission. It is headed by a judicial officer
equivalent to High Court Judge. He is also assisted by two members. Here cases involve compensation of 20
lakhs to one crore are entertained.
III. At national level there is National Consumer Dispute Redressal Commission. It is headed by a Judge of
Supreme Court. He is assisted by four members. Here cases involve compensation above one crore are
entertained. National Commission has jurisdiction for appeals coming up against orders of State
Commission. Supreme Court is the final deciding authority.
3. Under this Act there is provision to settle the complaint within three months of filing it. If the complaint
needs laboratory testing, the period is extended to five months.
4. In Consumer Protection Act, clause VI defines the rights of the consumer which have been already
discussed in the previous chapter.
5. There is no fee for lodging a complaint. Even poor people can get justice.
6. The clause II of this Act has defined some terms used by Consumer Protection Act like:
I. Defect-it is any fault or shortcoming in quality, quantity, purity, potency, or standard fixed by the
government.
II. Deficiency-it is any fault, shortcoming or imperfection in quality or performance.
III. Unfair Trade Practice-it is unfair and deceptive procedure used to promote sale or supply of goods and
services like lottery, chit fund, conducting competitions, etc.
IV. Restricted trade practices.
and a dispute resolution process aimed at enforcing participants' adherence to WTO agreements, which are
signed by representatives of member government and ratified by their parliaments. Most of the issues that
the WTO focuses on derive from previous trade negotiations, especially from the Uruguay Round (1986
1994).
The organization is attempting to complete negotiations on the Doha Development Round, which was
launched in 2001 with an explicit focus on addressing the needs of developing countries. As of June 2012,
the future of the Doha Round remained uncertain: the work programme lists 21 subjects in which the original
deadline of 1 January 2005 was missed, and the round is still incomplete. The conflict between free trade on
industrial goods and services but retention of protectionism on farm subsidies to domestic agricultural
sector (requested by developed countries) and the substantiation of the international liberalization of fair
trade on agricultural products (requested by developing countries) remain the major obstacles. These points
of contention have hindered any progress to launch new WTO negotiations beyond the Doha Development
Round. As a result of this impasse, there has been an increasing number of bilateral free trade
agreements signed. As of July 2012, there were various negotiation groups in the WTO system for the
current agricultural trade negotiation which is in the condition of stalemate.
WTO's current Director-General is Roberto Azevdo, who leads a staff of over 600 people
in Geneva, Switzerland. A trade facilitation agreement known as the Bali Package was reached by all
members on 7 December 2013, the first comprehensive agreement in the organization's history.
Functions[
Among the various functions of the WTO, these are regarded by analysts as the most important:
(d) FEMA
The Foreign Exchange Management Act, 1999 (FEMA) is an Act of the Parliament of India "to
consolidate and amend the law relating to foreign exchange with the objective of facilitating external trade
and payments and for promoting the orderly development and maintenance of foreign exchange market in
India". It was passed in the winter session of Parliament in 1999, replacing the Foreign Exchange Regulation
Act (FERA). This act seeks to make offenses related to foreign exchange civil offenses. It extends to the
whole of India., replacing FERA, which had become incompatible with the pro-liberalisation policies of
the Government of India. It enabled a new foreign exchange management regime consistent with the
emerging framework of the World Trade Organisation(WTO). It also paved way to Prevention of Money
Laundering Act 2002, which was effected from 1 July 2005.
Main Features
Activities such as payments made to any person outside India or receipts from them, along with the
deals in foreign exchange and foreign security is restricted. It is FEMA that gives the central government
the power to impose the restrictions.
Restrictions are imposed on residents of India who carry out transactions in foreign exchange, foreign
security or who own or hold immovable property abroad.
Without general or specific permission of the MA restricts the transactions involving foreign
exchange or foreign security and payments from outside the country to India the transactions should be
made only through an authorised person.
Deals in foreign exchange under the current account by an authorised person can be restricted by the
Central Government, based on public interest generally.
Although selling or drawing of foreign exchange is done through an authorised person, the RBI is
empowered by this Act to subject the capital account transactions to a number of restrictions.
Residents of India will be permitted to carry out transactions in foreign exchange, foreign security or
to own or hold immovable property abroad if the currency, security or property was owned or acquired
when he/she was living outside India, or when it was inherited by him/her from someone living outside
India.
Exporters are needed to furnish their export details to RBI. To ensure that the transactions are carried
out properly, RBI may ask the exporters to comply to its necessary requirements
environment and freedom to conduct business in any corner of the world, entrepreneurs started looking for
opportunities even outside their country-boundaries. The spark of liberalization was further aired by swift
progression in telecommunications and transportation technologies that too with increased accessibility and
daily dropping prices. Apart from everything else, we cannot forget the contribution of financial innovations
such as currency derivatives; cross border stock listings, multi-currency bonds and international mutual
funds.
Financial Systems may be classified as domestic or overseas, closed or open. A domestic is one inside a
country. Thus financial system in the United States, is an international financial system from the Indias
view.Just like domestic financial management, the goal of International Finance is also to maximize the
shareholders wealth. The goal is not only is limited to the Shareholders but extends to all Stakeholders
viz. employees, suppliers, customers etc. No goal can be achieved without achieving welfare of shareholders.
In other words, maximizing shareholders wealth would mean maximizing the price of the share. Here again
comes a question, whether in which currency should the value of the share be maximized? This is an
important decision to be taken by the management of the organization.
Forward exchange contracts refer to agreements in which two parties agree upon the exchange rate at which
currencies will be exchanged on future date or within future specified duration. Forward contracts reduces
exchange risk element in the foreign transactions.
Short term Borrowing
Another alternative to hedge risks in the forward market is the short-term borrowing technique. A company
can borrow either dollar or some other foreign currency or the local currency. Through short term borrowing
techniques, two major difficulties of the settlement dates and the continuing stream of foreign currency are
easily solved.
Discounting
This technique is used to resolve the problems of continuing foreign currency exposures and uncertain settlement
dates. The discounting technique for covering receivables exposures is very similar to short term borrowing.
In discounting techniques, the effective discount rate less the home currency deposit rate rather that the
foreign currency borrowing rate less the home currency rate as is short term borrowing techniques, is the
cost. The basic aim in discounting is to convert the proceeds from the foreign currency receivable into the
home currency as soon as possible.
Forfeiting
Forfeiting can be used as a means of covering export receivables. When the export receivable is to be settled
on open account except by bill of exchange, the receivables can be assigned as collateral for selected bank
financing. In forfeiting one simply sells his export receivables to the factor and receives home currency in
return.
Government Exchange Risk Guarantee
Government agencies in many countries provide insurance against export credit risk and introduces special
export financing schemes for exporters in order to promote exports. In recent years a few of these agencies
have begun to provide exchange risk insurance to their exporters and the usual export credit guarantees. The
exporter pays a small premium on his export sales and for this premium the government agency absorbs all
exchange losses and gains beyond a certain level.
Q.3 What are the strategic considerations in issuing euro equity?
Euroequity issues are European securities, which are sold on several national markets all at the same time.
An international syndicate sells the euroequity issues to interested investors. Euroequity issues are actually
issued outside of the country in which the issuer is domiciled. The Euroequity issues industry experienced a
boom in the 1980's and then fell again. The reason that euroequites are issued outside the country of domicile
is because the issues are too large for the small market in the issuer's home country; therefore the issues
would be sold in various large
markets such as the London Stock Exchange. Euroequity issues would include both common and preferred
stock.
Firms are financed with both debt and equity. Although the debt markets have been the center of
activity in the international financial markets over the past three decades, there are signs that
1. What do you mean by HRM? Explain in detail the emerging issues of HRM in Indian
Context.
Human Resource Management is a process, which consists of four main activities, namely, acquisition,
development, motivation, as well as maintenance of human resources.
Scott, Clothier and Spriegel have defined Human Resource Management as that branch of management
which is responsible on a staff basis for concentrating on those aspects of operations which are primarily
concerned with the relationship of management
to employees and employees to employees and with the development of the individual and the group.
Human Resource Management is responsible for maintaining good human relations in the organisation. It is
also concerned with development of individuals and achieving integration of goals of the organisation and
those of the individuals.
According to Edwin B. Flippo, Human resource management is the planning, organising, directing and
controlling of the procurement, development, resources to the end that individual and societal objectives are
accomplished. This definition reveals that human resource (HR) management is that aspect of management,
which deals with the planning, organising, directing and controlling the personnel functions of the
enterprise.
Emerging issues of HRM
Because of continuous changing socio-economic, technological and political conditions, the human resource
managers of the future shall have to face more problems in the management of labour. The human resource
managers of today may find themselves obsolete in the future due to changes in environment if they do not
update themselves some of the important challenges which might be faced by the managers in the
management of people in business and industry are discussed below :
1. Increasing Size of Workforce : The size of organisations is increasing. A large number of multinational
organisations have grown over the years. The number of people working in the
organisation has also increased. The management of increased workforce might create new problems and
challenges as the workers are becoming more conscious of their rights.
2. Increase in Education Level : The governments of various countries are taking steps to eradicate illiteracy
and increase the education level of their citizens. Educated consumers and workers will create very tough
task for the future managers.
3. Multicultural work force :- With the number of multi cultural companies are increasing operations in
different nations. The work force consists of people from different cultures. Dealing with each of the needs
which are different the challenge before the HR manager is integration of multicultural labour work force.
4. Women in the work force :- The number of women who have joined the work force has drastically
increased over a few years. Women employees face totally different problems. They also have responsibility
towards the family. The organization needs to consider this aspect also. The challenge before the HR
manager lies in creating gender sensitivity and in providing a good working environment to the women
employees.
5. Technological Advances : With the changes coming in the wake of advanced technology, new jobs are
created and many old jobs become redundant. There is a general apprehension of immediate unemployment.
In the competitive world of today, industry cannot hope to survive for long with old technology. The
problem, of unemployment resulting from modernisation will be
solved by properly assessing manpower needs and training of redundant employees in alternate skills.
6. Changes in Political Environment : There may be greater Governments interference in business to
safeguard the interests of workers, consumers and the public at large. Governments
participation in trade, commerce and industry will also pose many challenges before management. The
Government may restrict the scope of private sector in certain areas in public interest. It does not mean
chances of co-operation between the Government and
private sector are ruled out. In fact, there will be more and more joint sector enterprises.
7. Increasing Aspirations of Employees : Considerable changes have been noted in the worker of today in
comparison to his counterpart of 1950s. The workers are becoming more aware of
their higher level needs and this awareness would intensify further in the future workers.
8. Changing Psychosocial System : In future, organisations will be required to make use of advanced
technology in accomplishing their goals while satisfying human needs. In the traditional bureaucratic
model, the organisations were designed to achieve technical functions with a little consideration given to the
psychosocial system. But future management would be required to ensure effective participation of lower
levels in the management of the organisation system.
9. Computerised Information System : In the past, the automation of manufacturing processes had a major
effect upon the systems of production, storage, handling and packaging, etc. More
recently, there has been and in the future there will be the impact of revolutionary computerised information
system on management. This revolutionary development would cover two primary areas of personnel
management which are as follows :
(a) The use of electronic computers for the collection and processing of data, and
(b) The direct application of computers in the managerial decision making process.
10. Changes in Legal Environment : Many changes are taking place in the legal framework within which the
industrial relations systems in the country are now functioning. It is the duty of the human resource or
personnel executive to be aware of these changes and to bring about necessary adjustments within the
organisations so that greater utilisation of human resources can be achieved. This, indeed, is and would
remain a major challenge for
the personnel executive.
11. Management of Human Relations : On the industrial relations front, things are not showing much
improvement even after so many efforts by the government in this direction. Though a large number of
factors are responsible for industrial unrest but a very significant cause is the growth of multiunions in
industrial complexes having different political affiliations. Under the present conditions, it appears that interunion rivalries would grow more in the coming years and might create more problems in the industry.
Management of human relations in the future will be more complicated than it is today. Many of the new
generation of employees will be more difficult to motivate than their predecessors. This will be in part the
result of a change in value systems coupled with rising educational levels. Greater skepticism concerning
large organisations and less reverence for authority figures will be more common. Unquestioning acceptance
of rules and regulations will be less likely.
2. Discus in detail the meaning and importance of Job Analysis and Job Design in HRM.
Job Analysis:
In simple terms, job analysis may be understood as a process of collecting information about a job. The
process of job analysis results in two sets of data:
i) Job description and
ii) Job specification.
A few definitions on job analysis are quoted below
1. Job analysis is the process of studying and collecting information relating to the operations and
responsibilities of a specific job. The immediate products of this analysis are job descriptions and job
specifications.
2. Job analysis is a systematic exploration of the activities within a job. It is a basic technical procedure, one
that is used to define the duties, responsibilities and accountabilities of a job.
3. A job is a collection of tasks that can be performed by a single employee to contribute to the production of
some products or service provided by the organization. Each job has certain ability recruitments (as well as
certain rewards) associated with it. Job analysis is the process used to identity these requirements.
Importance of job analysis
The following are the benefits of job analysis.
Organizational structure and design :- Job analysis helps the organization to make suitable changes in the
organizational structure, so that it matches the needs and requirements of the organization. Duties are either
added or deleted from the job.
Recruitment and selection :- Job analysis helps to plan for the future human resource. It helps to recruit and
select the right kind of people. It provides information necessary to select the right person.
Performance appraisal and training/development :- Based on the job requirements identified in the job
analysis, the company decides a training program. Training is given in those areas which will help to
improve the performance on the job. Similarly when appraisal is conducted we check whether the employee
is able to work in a manner in which we require him to do the job.
Job evaluation :- Job evaluation refers to studying in detail the job performance by all individual. The
difficulty levels, skills required and on that basis the salary is fixed. Information regarding qualities required,
skilled levels, difficulty levels are obtained from job analysis.
Promotions and transfer :- When we give a promotion to an employee we need to promote him on the
basis of the skill and talent required for the future job. Similarly when we transfer an employee to another
branch the job must be very similar to what he has done before. To take these decisions we collect
information from job analysis. Career path planning :- Many companies have not taken up career planning
for their employees. This is done to prevent the employee from leaving the company. When we plan the
future career of the employee, information will be collected from job analysis. Hence job analysis becomes
important or advantageous.
Labour relations :- When companies plan to add extra duties or delete certain duties from a job, they
require the help of job analysis, when this activity is systematically done using job analysis the number of
problems with union members reduce and labour relations improve.
Health and safety :- Most companies prepare their own health and safety, plans and programs based on job
analysis. From the job analysis company identifies the risk factor on the job and based on the risk factor
safety equipments are provided.
Acceptance of job offer :- When a person is given an offer/appointment letter the duties to be performed by
him are clearly mentioned in it, this information is collected from job analysis, which is why job analysis
becomes important.
Job design means to decide the contents of a job. It fixes the duties and responsibilities of the job, the
methods of doing the job and the relationships between the job holder (manager) and his superiors,
subordinates and colleagues.
Job design also gives information about the qualifications required for doing the job and the reward
(financial and non-financial benefits) for doing the job. Job design is mostly done for managers' jobs. While
designing the job, the needs of the organisation and the needs of the individual manager must be balanced.
Needs of the organisation include high productivity, quality of work, etc. Needs of individual managers
include job satisfaction. That is, they want the job to be interesting and challenging. Jobs must not be made
highly specialised because they lead to boredom.
Importance of Job Designs
Job design is a very important function of staffing. If the jobs are designed properly, then highly efficient
managers will join the organisation. They will be motivated to improve the productivity and profitability of
the organisation. However, if the jobs are designed badly, then it will result in absenteeism, high labour
turnover, conflicts, and other labour problems.
5. Write short notes on any two of the following;
a. Compensation Strategies
b. Industrial Democracy
c. Roles and Team Building
a. Compensation Strategies
The compensation strategy is extremely important as the right compensation strategy helps to build the
effective and competitive organization and the wrong setting of the compensation strategy, which does not fit
with the needs of the organization and with the HR and Business Strategies, can destroy the organization
within several years and the organization suffers from decreased performance and not utilizing the full
potential of employees.
The compensation strategy is derived from the HR Strategy and it defines the position of the organization
on the job market, the level of the total cash, the main bonus principles in the organization and rules for the
base salary setting.
The compensation strategy is the strategy, which is approved by the Board of the organization as the owner
of the compensation strategy is always the top executive management of the organization. The compensation
strategy has a huge impact on the costs of the organization and that is the main reason for the top
management approval. The rest of managers are the users of the compensation strategy.
The compensation strategy defines the pay market, the organization follows, the desired position on the pay
market and the way, how the desired level and position on the pay market will be achieved. The
compensation strategy defines the basic compensation components used in the organization and the standard
rules applied to each compensation component.
The compensation strategy has to be in line with the business and HR Strategies as the compensation of
employees is aligned with the expectation of the top management from them. The compensation strategy
does not change often as the compensation principles cannot be changed within few days.
Compensation Strategy and HR Strategy
The compensation strategy is one of the main supporting document for the HR Strategy. The compensation
strategy is closely monitored by the management of the organization and they ask for the progress of the
implementation of compensation strategy on the regular basis.
The HR Strategy has to be always designed and developed withhaving the respect to the situation in the
compensation area in the organization. The HR Strategy cannot set the ambition, which is not suitable for
the company.
The HR Strategy always defines the basic principles for the compensation scheme in the organization and the
compensation strategy defines the details for the components and when and how they will be introduced or
redesigned.
The compensation strategy should be updated, when Human Resources makes significant changes to the HR
Strategy or the organization changes its business strategy. The compensation strategy has always support the
business and its selling capabilities.
b. Industrial Democracy
Industrial democracy is an arrangement which involves workers making decisions, sharing responsibility
and authority in the workplace. While in participative management organizational designs workers are
listened to and take part in the decision-makingprocess, in organizations employing industrial democracy
they also have the final decisive power (they decide about organizational design and hierarchy as well),
In company law, the term generally used is co-determination, following the German word Mitbestimmung. In
German companies with more than 1000 employees (coal and steel industries) resp. more than 2000
employees (other industries) half of the supervisory board of directors (which elects management) is elected
by the shareholders, and the other half by the workers.
Although industrial democracy generally refers to the organization model in which workplaces are run
directly by the people who work in them in place of private or state ownership of the means of production,
there are also representative forms of industrial democracy. Representative industrial democracy includes
decision making structures such as the formation of committees and consultative bodies to facilitate
communication between management, unions, and staff.
Advocates often point out that industrial democracy increases productivity and service delivery from a more
fully engaged and happier workforce. Other benefits include less industrial dispute resulting from better
communication in the workplace; improved and inclusive decision making processes resulting in
qualitatively better workplace decisions, decreased stress and increased well-being, an increase in job
satisfaction, a reduction in absenteeism and an improved sense of fulfillment. Other authors regard industrial
democracy as a consequence of citizenship rights.