Académique Documents
Professionnel Documents
Culture Documents
• 1 Definition
• 2 History
• 4 Principles
• 8 Regulation
o 8.2 Enforcement
o 11.2 Remuneration/Compensation
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Corporate Governance
• 14 Introduction
• 15 Bajaj capital
• 17 A Financial Powerhouse
o Mission
o Vision
• 18 Eligibility
• 19 Regional Offices
• 21 Valued Reports
• 23 Conclusion
• 24 Bibliography
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Corporate Governance
development
(e.g. the Chief Executive Officer, the board of directors, management and
India.
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Corporate Governance
relationships among the many stakeholders involved and the goals for which
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Corporate Governance
are yet other aspects to the corporate governance subject, such as the
stakeholder view and the corporate governance models around the world.
governance.
and legislation, plus a healthy board culture which safeguards policies and
processes'.
company's corporate governance can influence its share price as well as the
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Corporate Governance
how people are led. External forces are, to a large extent, outside the circle
conduct and about making a distinction between personal & corporate funds
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Corporate Governance
make corporate governance more efficient. Since that time, and because
wealth has been increasingly securitized into various corporate entities and
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Corporate Governance
administration pay and stock losses periodically has led to more frequent
Street Crash of 1929 legal scholars such as Adolf Augustus Berle, Edwin
Dodd, and Gardiner C. Means pondered on the changing role of the modern
debates today.
Nature of the Firm" (1937) introduced the notion of transaction costs into
the understanding of why firms are founded and how they continue to
behave. Fifty years later, Eugene Fama and Michael Jensen's "The
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Corporate Governance
subject of significant debate in the U.S. and around the globe. Bold, broad
ownership and to increase the value of their shares and, therefore, wealth.
Over the past three decades, corporate directors’ duties have expanded
very rarely seen before), as a way of ensuring that corporate value would not
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Corporate Governance
affected by the exit of foreign capital after property assets collapsed. The
Tyco, and, more recently, Fannie Mae and Freddie Mac, led to increased
then, the stock market has greatly recovered, and shareholder zeal has
waned accordingly.
East Asian economies collapsed in the late 20th century, the World Bank's
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Corporate Governance
who often had a vested, personal and emotional interest in the corporations
whose shares they owned. Over time, markets have become largely
funds, insurance companies, mutual funds, hedge funds, investor groups, and
banks).
regulation of the stock market (but not necessarily in the interest of the
small investor or even of the naïve institutions, of which there are many).
Note that this process occurred simultaneously with the direct growth of
this growth occurred primarily by way of individuals turning over their funds
though the vast majority of the funds are for the benefit of individual
oversight of large corporations, which are now almost all owned by large
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Corporate Governance
monetary investment in the company (think Ford), and the Board diligently
kept an eye on the company and its principal executives (they usually hired
President/CEO is doing and they feel that firing them will likely be costly
(think "golden handshake") and/or time consuming, they will simply sell out
their interest. The Board is now mostly chosen by the President/CEO, and
rarely object, the President/CEO generally takes the Chair of the Board
position for his/herself (which makes it much more difficult for the
mutual fund 'Vanguard 500', or the largest investment management firm for
idea that this strategy will largely eliminate individual company financial or
other risk and, therefore, these investors have even less interest in a
from the 1990s, both individual and professional stock investors around the
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Corporate Governance
world have emerged as a potential new kind of major (short term) force in
soared. So, the interests of most investors are now increasingly rarely tied
varies; for example, the majority of the shares in the Japanese market are
and within S. Korean chaebol 'groups') whereas stock in the USA or the UK
and Europe are much more broadly owned, often still by large individual
investors.
regulatory body (e.g. the Chief Executive Officer, the board of directors,
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Corporate Governance
With the significant increase in equity holdings of investors, there has been
authorities.
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Corporate Governance
organisation e.g. through providing financial capital and trust that they will
receiving more than their fair return then participants may choose to not
organization.
model of governance that aligns the values of the corporate participants and
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Corporate Governance
in financial reports.
with various business issues and have the ability to review and
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Corporate Governance
Ethical and responsible decision making is not only important for public
Compliance and Ethics Programs to minimize the risk that the firm
Organizations should clarify and make publicly known the roles and
• the way in which individuals are nominated for positions on the board
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Corporate Governance
pharse. For Quite some time it was confined to only corporate management.
It is not so. it is something much broader for it must include a fair, efficient
Corporate governance also must go beyong law. The quantity, quality and
due to interplay of many factors and the role played by more progressive
to reduce the inefficiencies that arise from moral hazard and adverse
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Corporate Governance
The board of directors, with its legal authority to hire, fire and
• Remuneration:
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Corporate Governance
behaviour.
financial statements)
• debt covenants
• government regulations
• media pressure
• takeovers
• competition
• telephone tapping
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Corporate Governance
efficient), which suggests that the shareholder will free ride on the
• Monitoring costs:
with others to form a significant voting group which can pose a real
meeting.
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Corporate Governance
and even the definition of the accounting entity. The exercise of this choice
imposes extra information costs on users. In the extreme, it can involve non-
disclosure of information.
both the independent auditor and management consultant to the firm they
are auditing. This may result in a conflict of interest which places the
Act (in response to the Enron situation as noted below) prohibit accounting
party was contractually obliged to pay the amount of any losses. However,
the third party was an entity in which Enron had a substantial economic
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code. Moreover, even if clear rules are followed, one can still find a way to
practical.
Enforcement
system. They both deter bad actors and level the competitive playing field.
Nevertheless, greater enforcement is not always better, for taken too far it
management lead the company. They are more likely to be supportive of the
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Corporate Governance
the company should move forward into the future, most of the time, the
company.
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Corporate Governance
firms, the chaebols in South Korea and many others are examples of
Anglo-American Model
which they are embedded. The liberal model that is common in Anglo-
The coordinated model that one finds in Continental Europe and Japan also
recent approach to governance issues and what has happened in the U.K..
directors, which has the power to choose an executive officer, usually known
as the chief executive officer. The CEO has broad power to manage the
corporation on a daily basis, but needs to get board approval for certain
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Corporate Governance
projects. Other duties of the board may include policy setting, decision
difficult for all but the largest shareholders to have any influence over the
choice of board nominees among which to choose, but are merely asked to
members beholden to the chief executive whose actions they are intended
such as the separation of CEO and Chairman of the Board, the introduction
of a time limit for CEOs' contracts, the introduction of power, and provide a
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Corporate Governance
countries.A number of ties the keep the public and private sectors closely
play a role in corporate management and oversight. At the same time cartels
and large corporate interests use their size to exert not only economic, but
also political power. These two sectors are so intertwined that a country
the other.
to fill this role. Finally, the part the state plays and how government
achieve sustainable growth. This may involve making it easier for newcomers
with new ideas incumbents who may hold to older, possibly outdated, models.
principles or, if they choose not to, to explain in a designated part of their
annual reports why they decided not to do so. The monitoring of those
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Corporate Governance
that one size does not fit all in matters of corporate governance and that
best to leave some flexibility to companies so that they can make choices
from the sound rule, they should be able to convincingly explain those to
their shareholders.
The code has been in place since 1993 and has had drastic
effects on the way firms are governed in the U.K. A study by Arcot, Bruno
and Faure-Grimaud from the Financial Markets Group at the London School
the FTSE 350 were compliants on all dimensions while they were more than
60% in 2003. The same success was not achieved when looking at the
explanation part for non compliant companies. Many deviations are simply not
circumstances justifying those deviations. Still, the overall view is that the
U.K.'s system works fairly well and in fact is often branded as a benchmark,
study by Claessens, Djankov and Lang (2000) investigated the top 15 families
in East Asian countries and found that they dominated listed corporate
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Corporate Governance
assets. In countries such as Pakistan, Indonesia and the Philippines, the top
Europe and Asia exemplify the insider system: Shareholder and stakeholder
• an illiquid capital market where ownership and control are not frequently
traded
institutions,families or government
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is not mandated by law, although the codes linked to stock exchange listing
respective national codes. However, they must disclose whether they follow
compliance.
state in which they incorporate though they are also regulated by the
federal government and, if they are public, by their stock exchange. The
than half of the Fortune 500. This is due to Delaware's generally business-
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Corporate Governance
follow the Act, it still considers its provisions and several prominent
One issue that has been raised since the Disney decision in 2005
should they create governance guidelines that ascend to the level of best
One of the most influential guidelines has been the 1999 OECD
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• Auditing
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McKinsey found that 80% of the respondents would pay a premium for well-
from 11% for Canadian companies to around 40% for companies where the
regulatory backdrop was least certain (those in Morocco, Egypt and Russia).
125%, whilst the 'least admired' firms returned 80%. In a separate study
differentiating between boards with good and bad governance and found
that companies with the highest rankings had the highest financial returns.
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Board composition
that companies with more independent boards do not perform better than
firm performance.
Remuneration/Compensation
necessarily imply that this form of governance control is inefficient. Not all
firms experience the same levels of agency conflict, and external and
internal monitoring devices may be more effective for some than for others.
Some researchers have found that the largest CEO performance incentives
came from ownership of the firm's shares, while other researchers found
that the relationship between share ownership and firm performance was
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Corporate Governance
share option plans and that these plans direct managers' energies and
extend their decision horizons toward the long-term, rather than the short-
term, performance of the company. However, that point of view came under
part, corporate stock buybacks for U.S. Standard & Poors 500 companies
surged to a $500 billion annual rate in late 2006 because of the impact of
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Report.
using the physical, financial and human resources available with the
the illegal or even illegal. There is also the possibility of grey areas
where an act is not illegal but considered unethical. These raise moral
issues.
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Corporate Governance
the financial capital was realised when in June 1997 the currency of
World Bank and all investors that it is not enough to have good
who have no conflicting interests and who can particularly operate the
two key committees, the Ethics Committee and the Finance Committee
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Corporate Governance
5. That brings us to the basic issue of what will be the ethical issues in
three types:
• Financial integrity
• Moral integrity
• Intellectual integrity
directors and all concerned should be open and straight about issues
7. One of the early orders I issued as the CVC was to see that there
ensuring that vendor rating is done fairly and there is a level playing
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Corporate Governance
the web site of the CVC brought a whole set of unexpected reactions.
systems when some of those, whose names were in the web site
claimed that they have not even received the charge sheet. This
means that the disciplinary authorities were slow or worse, they were
site strategy has helped me now to vigorously pursue every month the
shows that how the people of doubtful integrity who were facing
the manger would practice openness about facts, which may even be
embarrassing.
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10. Many a time, the issues may arise about being transparent, which may
the environment. These are really ethical issues where I think the
take the initiative once the facts come to notice for correcting itself,
11. The same issue of ethics may arise where negotiations have to take
many a time we find that the industries have become sick because of
fudging of figures and not being transparent when the projects being
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for securing the contract was proper though the public sector
12. But, as CVC I am also aware of the fact that corruption is a two way
are going to resort to bribes to get the contract, what should one do?
better, especially where the CVC has a role to play, to inform the CVC.
In such a situation, the CVC will take up the matter both with the
13. The concept of dharma sankata is well known in our Hindu religion.
with building houses as NBCC. They have adopted the policy, though in
the private sector, that will deal only with cheques and there will be
that even the public servants who normally take bribes in Chennai
when they come across an employee of alacrity, do not ask for bribes.
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Corporate Governance
advantages. Firstly, they help to build good brand image for the
16. Another area where corporate governance and ethical issues may arise
called, window dressing and to show that the results were better than
because this may prove to be better in the long run. Especially now in
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also kept under control. Here the CVC has been following a three-
corruption is reduced
ii. Bringing in greater transparency and empower the public. In this case,
the public enterprises are those which are interacting with the
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Corporate cheating has many dimensions but two of them have attracted the
price. The other is the cheating of shareholders by taking their money but
the customer has a choice and simply goes to the alternative supplier if he
feels he is not getting value for money. But the second type of cheating has
proved harder to minimise. Indeed, the effort has even been given a nice
In a recent paper*, Thomas H Noe, Michael J Rebello and Ramana Sonti say
that all this is very well, but unless a comprehensive theory of corporate
governance is first agreed upon, these efforts will not amount to much. The
just one or two of them is not of much use. They say the "key determinants
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economics -- other things being equal or the same -- is given the go by.
"The effect of any one factor on governance may well depend on how the
because, as the authors point out, institutional factors such as, say,
misleading."
There are two key givens for this model. One is a competitive securities
market; the other is a market for asset liquidation. They go on show that
"varying the liquidity and opacity of corporate assets and the costs of
designs.
Basically, what happens is this. If shareholders can easily sell off their
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Corporate Governance
assets is relatively high and asset liquidity is relatively low." The threat of
liquidation and the resulting threat to the managers that they may have to
accept lower salaries somewhere else may well are the most efficient form
of governance.
asset liquidity will have more passive boards and less sophisticated
governance mechanisms;
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Corporate Governance
Why do you go to a doctor when you fall ill? Or, visit an architect when you
want to build your house? It’s because they are specialists in their
respective fields
The growing complexities of the money market and the panoramic range of
intimidating task for the average person that’s why you need a reliable
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Corporate Governance
experience of over four decades, they are perfectly poised to offer you the
financial markets.
Investment Research, who keep track of every minute change in the market,
every new product and the latest investment trends, backs these investment
advisors. This is what provides Bajaj Capital’s Investment Service its cutting
edge. And that’s not all. Bajaj capital also offers FREE Investment
group of clients.
Rs 3,200 crores, and enjoys the patronage of over 750 quality relationships.
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Corporate Governance
technology driven firm with human touch and higher emotional bonding. Our
operations are almost paper free and even when the employees are on the
move, they are connected to the work place all the time with the help of
technology.
They also have modern blend of in house built and outsourced systems like:
the clients.
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Center.
They are committed to give a great lifetime experience with the help of
Over 142 branches. Over 3000 hard-core financial professionals. All working
hard in an honest, open and candid work culture to improve life through 360
lakh clients enjoy prosperity with personal guidance. That is why; they have
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Corporate Governance
At Bajaj Capital, they value the people. This is because they believe that the
They are in the business of guiding the investors about where to put their
hard-earned money, and helping them achieve their financial goals through
wise investments. Trust and goodwill form the fundamental basis of the
personality, but also calls for a missionary zeal to help others selflessly.
Though the work is demanding, most team members feel that working at
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Corporate Governance
time.
All work and no play is no fun. Bajaj Capital ensures that all team
members are adequately rewarded for the efforts put in. They
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Corporate Governance
7. Value-Driven Organisation
with for years. Honest and performing team members will always
9. Family Life
One of the major reasons why a lot of team members prefer to work
balance between work and home. They firmly believe if they are
areas. Efforts are also made to inculcate healthy habits among all by
sessions to improve the health and well being of the team members.
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Corporate Governance
The entire top management and the leaders at Bajaj Capital are
always accessible. They are ever willing to help and hear out
whenever needed.
Unlike many other companies, they are not guided by blind statistics.
14. Recognition
Last but not the least, Bajaj Capital offers a compensation package
that’s one of the best in the industry. They believe and ask the team
members to write their own cheques. Apart from fixed salaries, they
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Corporate Governance
Over 142 branches. Over 3000 hard core financial professionals. All working
hard in an honest, open and candid work culture to improve life through 360
lakh clients enjoy prosperity with personal guidance. That is why; they have
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Corporate Governance
The range of products includes mutual funds, life and general insurance, tax-
free and taxable bonds, fixed deposits, real estate, structured products,
Pan-India Reach
They have 109 offices in 50 cities across India. This, along with the strong
Complete assistance
They offer complete investment assistance, right from documentation to
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Corporate Governance
Service Standards
Bajaj Capital adheres to stringent quality standards and professional ethics.
Personalised Service
A dedicated Relationship Manager is assigned to every client, and is
Immediate Alerts
They have an automated alert system to inform immediately, every time a
Information Sharing
High quality reports, presented in an easily understandable and actionable
manner are regularly sent to all the clients. They also keep in regular touch
means putting the money to work to earn more money. Done wisely, it can
help to meet the financial goals like buying a new house, paying for a college
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• Do not invest directly in the stock market. Take the Mutual Funds
route.
• Do not let inflation eat up your money in a savings bank account. Go for
upon them.
• Diversify your investments. Do not put all your eggs in one basket.
required, immediately.
• Every time is a good time to invest if you have a long- term outlook and
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Corporate Governance
All of us are not born with a silver spoon in our mouth. But each one of us
wishes to strike gold and has a desire to be rich. There is a constant urge in
us to make the money grow at a pace that not only provides for the financial
goals but also helps us to improve standard of living from good to better.
This makes it really essential to plan the allocation of the available financial
resources in such a way that they can generate the maximum possible
return. The term 'allocation of resources' means putting the money in the
maximum returns with minimum risk. Also, the allocation should be regularly
For this, one can either plan investments oneself, or refer to an expert (a
Financial Planner) who not only helps to invest appropriately but also
monitors the performance of the portfolio so that do not miss on the best
opportunities available in terms of investing and also do not take undue risk
on the portfolio.
the financial goals. This way one would know where one is going and it will
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destination point.
However, the investment avenue will definitely depend upon certain factors.
• What is age?
All these questions will help to chalk out a plan, which can match the suitable
• Insurance Planning
• Retirement Planning
• Investment Planning
• Tax Planning
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Cash flow Planning: Cash flow Planning takes care of the timing of cash
inflows and outflows. It basically helps in analyzing the income and expenses
Insurance Planning: Insurance is not the person who passes away but for
those who survive. It takes care of the financial loss, which may arise on the
fields of insurance
when the person is not working. Usually people are not concerned about
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Powerhouse, which will cover length and breadth of the country and help
Mission:
growth platform to help all partners organise, grow and achieve their
Vision:
financial information
cornerstone
educational programs
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Corporate Governance
Today the financial advisory business has become very competitive. More
and more MNCs, banks and stock brokers are entering into the business of
distribution of financial product and services, and many banks are planning to
go retail. As such, the choice for investors will be many. Competition will be
shrink. It is not viable for all players to invest in technology and brand
reach our investors. The Bajaj Capital will offer a common platform to like-
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Eligibility
alternative source of income can look at this golden business avenue. Joining
Starting and establishing your own financial operation and handsome income
comparable to other professions like Medicine or Law, Bajaj Capital can help
Young professionals out from the colleges and business schools, thinking of
making a long-term career in this industry can find this helping them in their
career objective.
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Corporate Governance
NORTH
United India Life Building, F-Block, Connaught Place,
New Delhi-110001. Ph: 51790444, 23736201, 23712925
Contact- Mr. C.P. Bhatia
M. No: 9811027502
WEST
Agra Building, Gr. Floor,
7/9 Oak Lane, Fort, Mumbai-400023.
Ph: 56376995-99,Fax: 56376994
Contact- Dr. Manasvi Singh/Mr.Jignesh Parekh
M.No: 9820444628/9821028352
EAST
507, Lords, 5th Floor, 7/1,
Lord Sinha Road, Kolkata-700071.
Ph: 22820383, 40034030/4733
Conact-Mr. Biman Chakraborty
M.No: 9830026830
SOUTH
19, Wellington Plaza, G. Floor,
90, Anna Salai Chennai 600002.
Ph: 044-23451234, 23451207/8.
Contact- K.Suresh
M.No: 9840903190
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here to ensure that you reach your goal easily and quickly. Success is lot
easier to achieve when have the time and resources to focus on greatest
Information Sharing
Hassles of having multiple points of contacts often lead to time and energy
• Market intelligence
• Research
Through web-based technology platform, the Bajaj Capital saves staff time
and money by making available what needed, and eliminating the need to keep
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Financial Planning
Look for broadening the client base with the one of the most successful
Financial Advisory services. It's all possible to succeed when they offer a
sophisticated financial planning tool that gives a wide choice. They are one of
the pioneers in bringing this concept and now actively involved in making it a
proven process in the Indian financial advisory business. They can help to
They respect that. After all, they are a business owner. They know how to
media reaches across the length and breadth of the country. People see
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Corporate Governance
The affiliation with Bajaj Capital puts you at the forefront of the clients'
Bajaj Capital is present in 60 cities and serves seven lakhs customers but
they realised that they too together can serve all investors of the country;
hence they require support to cover length and breadth of the country.
Confidentiality
Client has chosen to deal with Bajaj. As the principle for forty years they
have kept strict confidentiality of our associate its client and have never
Unbiased Research
With every passing day there are newer investment products hitting the
the clients.
Bajaj Capital has put some of the most distinguished and experienced
professionals to work for. The Research team reviews all the investment
at its best. Many of our seasoned experts are MBA, CA, CFP etc.
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While Bajaj Capital is supporting for back end activities in a way it is like
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They are pleased to take the honor of offering new value added service to
These reports will help to give value added information to the clients and
They can now have a track of performance online while sitting anywhere,
e.g Amount Invested, Purchase Units, Sold Units, Capital Gain, Current
This Report will show the Details of the Investments of the Members of
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This Report will show all the transaction details done in certain period.
• Bill Report
This Report will show all the transaction with Sub brokerage in it.
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duties.
financial reporting.
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with a wide spectrum of financial products and services, all under one roof.
Over the past 42 years, they have won the trust of over 7 lakh
to several families that have been investing through them for three
generations.
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• www.google.com
• www.bajajcapital.com
• www.wikipedia.com
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