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Tuesday, August 25, 2020
Marketing Research Individual Assignment Essay Example | Topics and Well Written Essays - 2000 words
Promoting Research Individual Assignment - Essay Example Achrol, and Mentzer set up three types of client duty: full of feeling, instrumental, and fleeting commitment.1 Affective client responsibility happens when an uplifting mentality towards the future presence of the relationship is illustrated. Various methodologies have been set up in developing full of feeling client duty. One of the most conspicuous methodologies has experienced the improvement of solid brand character. Itââ¬â¢s noticed that, ââ¬Å"Every association has a personality. It verbalizes the corporate ethos, points and qualities and presents a feeling of independence that can assist with separating the association inside its serious environment.â⬠2 Large varieties of ways to deal with making brand personality have been built up. One viewpoint holds onto corporate social duty as firmly adding to mark identity.3 Such methodologies have been held onto by associations, for example, Ben and Jerryââ¬â¢s and Starbucks. The acknowledgment being that through making a socially capable picture, clients will progressively communicate long haul fulfillment with the organization. Another methodology has been the foundation of enthusiastic associations through publicizing; this methodology is seen in brands, for example, Nike and Coca-Cola.4 In either case, ââ¬Å"By viably dealing with its corporate character an association can fabricate comprehension and duty among its assorted stakeholders.â⬠5 regarding estimation rehearses, subjective techniques for comprehension have been executed that utilization center gatherings and semi-organized meetings as a methods for better understanding client recognitions. At last, this particular association could improve emotional client duty through guaranteeing that the corporate brand is very much kept up. One more of the significant types of client duty is ââ¬Ëinstrumentalââ¬â¢. Instrumental client responsibility is shown when speculation through time or assets is made in the brand relationship. One no ticeable methods for making client responsibility has experienced explicit effort measures alluded to as network connections. Itââ¬â¢s noticed that, ââ¬Å"that advertisers can fortify brand networks by encouraging shared client encounters in manners that modify those dynamic characteristics.â⬠6 Perhaps the most unmistakable execution of these procedures has been seen with Harley Davidson and their improvement of the Harley Owners Group (HOG). Itââ¬â¢s noticed this is, the granddaddy of all network building endeavors serving to advance a buyer item, yet a lifestyle.â⬠7 along these lines, Harley Davidson supported its own cruiser club to improve client responsibility. As far as estimations, among ways to deal with client duty this methodology is maybe the most effectively quantifiable as responsibility is set up through participation rates and deals of club stock. The foundation of this bike club at that point improved client responsibility as the different Harley pro prietors joined the club and progressively bought Harley items. There is the acknowledgment then that as a methods for encouraging client duty this association could comparably support outreach gatherings. The last type of client responsibility is fleeting duty. Garbarino and Johnson8 show that worldly responsibility is the exhibit that the relationship happens over an all-inclusive timeframe. While client connections through
Saturday, August 22, 2020
Leadership Capacity Development Training Proposal Essay - 1
Initiative Capacity Development Training Proposal - Essay Example They have to impact others to follow their method of working and being imaginative and standing apart of the group ought to be the most attractive character of a pioneer. In this way Leadership Capability Development Training program for the 40 recently employed mid-level chiefs of Etisalat has been proposed in this report by SABK, the biggest preparing and advancement consultancy and HRD specialist organization to various business parts of the business of Middle East. Authority includes a few characteristics of which the center characteristics being help, inventive brain and group building capacity are most huge which are thought about for the preparation program by SABK. Appropriate relational abilities and building a solid group are the essential exercises of a pioneer which are should have been created among the supervisors. The preparation program will likewise concentrate on the administration styles of the Middle East and the HRD issues looked by chiefs in their work. This pre paration program will assist the chiefs with coping with various basic issues and act expertly to those issues. The propelled advancement method of SABK is resolved to convey superb preparing program for the supervisors tweaked to the need of the association and business forms and the organization is sure that Etisalat will be exceptionally happy with the preparation program from SABK for improvement of administration abilities for the recently employed 40 administrators in their association. Outline Statement SABK is considered as one of the best universal establishments giving counseling and preparing administrations to customers everywhere throughout the globe. The Company is situated in excess of 44 areas in various pieces of the world and has practical experience in the arrangement of preparing in the fields like human asset, the board counseling and different administrations. The organization has gained notoriety for giving preparing to the huge private associations situated i n the Middle East records for one of the main telecom administrators in the Middle East and Africa. It is additionally known for offering incredible administration advancement programs particularly intended to upgrade the abilities and skill of pioneers in associations. The organization utilizes the best foundation and types of gear for directing such projects which additionally represents one of the fundamental explanations behind colossal achievement and notoriety all over the world. The organization has been trying to give authority preparing projects to the organizations in the Middle East. By and by the organization focuses to offer its administrations to the incredible telecom organization called Etisalat which is headquartered at UAE. SABK Trainers An extensive advancement plan is joined for preparing the UAE national for the treatment of basic works and duties. Additionally they are furnished with the correct sort of preparing is zones of fund, HR, specialized and business f ields. The program is led by famous universal mentors originating from Dubai, and furthermore useful specialists. Toward the finish of the program students are sent to Dubai for accomplishment of particular preparing. Toward the consummation of
Ohio monologue from the play by Nick Zagone Essay Paper Example For Students
Ohio monolog from the play by Nick Zagone Essay Paper A monolog from the play by Nick ZagoneCAT: Hear that melody? I love this melody. Itââ¬â¢s one of those tunes you generally hear, however no one can tell who plays it. Iââ¬â¢ll presumably never know. I donââ¬â¢t need to know now. It would likely demolish the inclination. At whatever point I hear this melody I generally feel there ought to be credits moving you know? Like itââ¬â¢s the finish of something. The finish of a film. It just raises so muchâ⬠¦ that guitar. Itââ¬â¢s finishing up something. Itââ¬â¢s talking. The credits are turning over the lead actorââ¬â¢s dead body facedown in a drain. The camera dish back. The downpour is pouring down. And all that guitar can say is ââ¬Å"Oh well.â⬠ââ¬Å"Thatââ¬â¢s Life. â⬠ââ¬Å"Whatever.â⬠Every time I hear this melody starting now and into the foreseeable future I will recall this day and what occurred and what I did. Furthermore, I will recollect this second in time, at this moment, this precise spot, the smell, everythingâ⬠¦ and the scene will freeze and the credits will roll. I never need to realize who plays this tune. It would destroy everything.
Friday, August 21, 2020
HNC social care Essay Example
HNC social consideration Essay Example HNC social consideration Essay HNC social consideration Essay Abuse can be characterized as to deal with unfairly or unfavorably . There are distinctive classs of abuse that have been perceived and inside our example study at that spot has all the earmarks of being two discernable signifiers of abuse, residential abuse and child abuse. These can be sub separated into footings of physical abuse, passionate/mental abuse, and non-natural inability to blast. Physical abuse is the knowing dispensing of physical hurt or injury or purposefully non preventing injury happening. The insignificant physical imprints found in our overview to the two Mrs Black and James are contusing with fishy explanations for their visual viewpoint. Enthusiastic abuse is the constant inability to run into essential passionate requests. Passionate advancement is hindered and prosperity disabled. The passionate stamps in our occasion overview can be found in James by his activities of being pulled back and non-informative. The social imprint to abuse taking topographic point to James is his forceful conduct. The transient impacts of physical abuse to James are contusing and harming. In the drawn out rehashing damages can result in auxiliary unwellness and inconveniences, enduring scarring and disfiguration. His enthusiastic impacts in the present moment are a fear of adults or others, backdown, hapless relationship with his equivalents. The drawn out enthusiastic impacts for James could be low sense of self respect, sadness, failure to sort out connections. Abuse can start for some grounds and there are a figure of hypothetical positions which might be utile in clear uping why the abuse has taken topographic point. The Feminist position accepts that sexual orientation and family unit capacities offers gift to a progress of abuse. See the authentic and generalized musings of the family, with work powers, grown-up females and children holding unequivocal capacities. With the work powers holding force and control in the situation of abuse. In James example he lives in a reconstituted family with the male parent figure being predominant and a substantial consumer. From a mental position, intoxicant maltreatment can pass on mental wellbeing occupations which may build animosity in the individual thus James is more at risk from abuse by his measure father. The family unit disfunction hypothesis recommends that the family is non working because of family unit kineticss. The dysfunctioning family endeavors to happen substitute methods of get by ing. The connection between the female parent and James, includes a reliance of James on his female parent. With different occupations in James female guardians life, this prompts expanding accentuation and the failure of his female parent to get by and pull off the situation inside the relationship. The affectionate respect hypothesis territory that significant detachments of a child from the carer in the early mature ages can hold a result on their enthusiastic turn of events and can take to mental and cultural difficulties in ulterior life. With the loss of the two his male parent and his sisters' male parent with whom he was close, may hold added to his disability of his conduct On the off chance that a customer starts to do a disclosure of abuse it is of import to ensure privateness and classification. It is important to demo that listening achievements are utilized and that I stay unagitated and responsive. I should tune in without break and do it clear that I am taking their disclosure truly. I should simply ask requests of explanation in the event that I am not well characterized with regards to what the powerless adult is expressing. It is of import that I recognize their grit in coming frontward and state them that they are non answerable for the abuse. I should permit it be known to them what I will make to help them and where conceivable secure their agree to educate my line chief. I should converse with my customer in comfortable and calm milieus. I would ask my customer to plunk down where I will use SOLER procedures to help in imparting. Utilizing the SOLER hypothesis I would use the five essential constituents utilized in imparting. I would sit b luntly on at the even exhibit turned towards each other. I would follow a detached position. I would sit with the goal that we have customary yet differed oculus contact and that my customer could see my facial looks and motions to help in imparting. This would other than permit him cognize that I am engaged with the situation. I would tilt frontward to some degree to pass on to him that I am intrigued and focused on effectively hear him out. This clung to our associations arrangement on Confidentiality and the Data Protection Act of 1998 leting my customer to voice his interests without concern and secured his privateness. I would advise him that they are non answerable for the abuse. I should permit it be known to him what I will make to help him and where conceivable obtain his agree to advise my line executive. It is of import that I make a quick record of what the defenseless adult has stated, using only their ain words. This ought to be recorded in the Incident Book, plainly, precisely and understandably, thus answered to the Line Manager who is liable for any more remote activity. As we do non give a consideration administration, we are non required to enroll with the Care Commission, yet we ensure every one of our arrangements and processs meet their rules. As all customers under these standards are legitimately permitted an individualized consideration program, we on the other hand have an action program. The arrangement and processs on abuse of our organization are supported by the National Care Standards which were set up under the Regulation of Care ( Scotland ) Act 2001. This Act happened to adjust the consideration and cultural work power and set out the principals of good consideration design. The Care Commission was set up under this Act to enlist, regulate and examine all consideration administrations recorded in the Act. It other than set up The Scottish Social Services Council ( SSSC ) . ( ref1 ) The SSSC has purposes and intends to secure the administration clients, rise measures, fortify and bolster work power polished skill. An outline of the co dification of example on abuse, of the SSSC is 'to secure the rights and advance the contributions of the administration clients and carers. Endeavor to set up and keep trust and affirmation of administration clients and carers. Advance the independency of administration clients while securing them each piece far as conceivable from risk or injury. Regard the privileges of administration clients and assurance that their conduct does non hurt themselves or others.' The arrangement for ensuring defenseless individuals inside our organization is accomplished through the cautious decision, testing, readiness and regulating of staff and voluntaries. Under The Protection of Vulnerable Groups ( Scotland ) Act 2007 a codification of good example for helpless adults inside our organization has been created which expects staff or voluntaries deducing or hold had abuse revealed should in a flash depict the worries to their line executive and make up an occurrence study. The line executive will talk the worries with the individual portraying the abuse ; she will clear up the worries and get all known pertinent data. This will so be sent to the fitting nearby Social Work Department saying that it concerns powerless adult insurance. Without a line executive the worries ought to be accounted for directly to the nearby Social work segment thus illuminate the line chief each piece in no time as could reasonably be expected. The cultural work area after test may hold to educate the constabulary to investigate more distant. ( ref2 ) the essential capacity of Registered Social Workers is the security and exposure of the open help of children, powerless adults and the exposure of the open help of networks in similarity with the Scottish Social Services Council s Code of Practice for Social Service Workers. ( ref3 ) The cultural work segment will work with the constabulary to move out joint enquires if fundamental and compose occurrence reappraisals and security meetings. The const abulary will keep up safe from injury the individual who has been exposed to abuse and may name for a clinical investigation. They will investigate and move up grounds, talk with suspects, place transgressors and mastermind occasions for indictment. The GP or emergency clinic Doctor conceivably included giving clinical grounds of abuse and dealing with the individual. Under our codification of good example in hindering abuse it is of import that I stay away from inconspicuous condition of affairss of one - to-one contact with a defenseless adult. I should neer request a helpless adult to my place ; I should neer proposal to take a defenseless adult altogether in my ain vehicle, in the event that it is important to make things of an individual sort for example toileting, I should hold the assent and comprehension of the carers and my line executive, before making any of the abovementioned. I should non arraign or let any explicitly provocative games influencing or saw by powerless adults. I should neer do or let implicative remarks or discrimatory comments to be made to a powerless adult. I should non indict in or digest terrorizing, or improper physical conduct. I should regard every single helpless adult independent old enough, sex, ethnicity, disablement or sexual uniqueness. I should maintain a strategic distance from preference and singling ou t difficulty producers . I should neer trivialize abuse and neer permit claims of abuse go unreported, including any made against myself. The arrangement and processs of our organization stick to the Protection of Vulnerable Groups Act ( Scotland ) 2007 by guaranting as a way of checking and barring each intentional and worker has experienced a Disclosure which shows any solid convictions. On the off chance that any solid be
Monday, August 3, 2020
Early Action Decisions are Available - UGA Undergraduate Admissions
Early Action Decisions are Available - UGA Undergraduate Admissions Early Action Decisions are Available Early Action decisions are now available online! For students who were deferred, please understand that this is not a denial decision. We want to be able to have a more in-depth review of you, including short essays, activities, recommendations, etc. Please be sure to read the deferred student FAQ page before commenting on here. While official statistics will come out early next week about the admitted freshman, here are some limited statistics on this group: Quick Early Action Numbers* Applications Received: 15,614 Offers of Admission: 8,059 Mid 50% Admitted Average GPA: 4.00-4.26 Mid 50% Admitted Average SAT (old, CR+M): 1300-1480 Mid 50% Admitted Average SAT (new, EBRW+M): 1300-1430 Mid 50% Admitted Average ACT: 30-33 Mid 50% Admitted AP/IB/MOWR courses (over 4 years: 6-11) -Academic Rigor is based on an overall core course review, but this gives a good glance at the challenge of our admitted students curriculum. * Please Remember that these numbers are mid-ranges, not minimums. If you have questions about your specific decision, please do not post them on this blog. As well, do not give out or request personal academic information in your post, as we would then need to delete these posts. We are not able to answer questions about individual students here because we will generally not have your information in front of us and we cannot disclose individual student information in a comment. I would recommend talking with both your family and high school counselor first, then reviewing this previous post on suggestions about how to react to an EA decision, and finally reading the FAQs available from your Status page. Please be patient, be nice and be courteous. Have a great weekend and go Dawgs!
Monday, June 29, 2020
Exegetical Commentary on Personal Failings Xenophons Critique in The Education of Cyrus - Literature Essay Samples
Xenophonââ¬â¢s account of the life of Cyrus the Great tells the story of one of the worldââ¬â¢s most successful leaders. Cyrus, king of Persia, established one of the largest empires in the world. He was also a leader in establishing human rights when he granted individual rights and religious freedom to his people. Cyrusââ¬â¢s leadership on the outside seems benevolent and even somewhat selfless, putting the wellbeing of his people on the forefront. However, at its core, Cyrusââ¬â¢s rule is manipulative and narcissistic. Cyrusââ¬â¢s tactic for a strong army was to keep them on strict diet and exercise regimens that would keep them in top shape: Cyrus also took care that they would never come to lunch or dinner without sweating . . . for he held this to be good for pleasant eating, being healthy, and for being able to labor; and he held that these labors were good for their being more gentle to each other, because horses too, when they labor together, stand [in their stalls] more gently with each other. Certainly with regard to facing the enemy, those who are conscious of themselves as having exercised well become more high-minded. Cyrus designed these routines of diet and exercise to keep the troops healthy and performing well. If the men kept to these routines, they would do well in battle. ââ¬Å"He announced victory prizes also for those whole companies and whole platoons, likewise for those squads of ten and of five, that showed themselves to be most obedient to their rulers and to practice mo st enthusiastically what was announced.â⬠The king acknowledged those that did well in battle and rewarded them with a meal at the kingââ¬â¢s table with Cyrus himself. He also punished those that caused failure by disobeying, abandoning the regimen, or ignoring orders. This encouraged the troops to always be their best and follow orders. At first, this plan of diet and exercise and rewards seems like an act of benevolence on Cyrusââ¬â¢s part. He makes sure his people are healthy and well taken care of, even giving them his some of his own food when they have done well. He gives everyone rewards or punishments based on their performance in order to make sure they are always at their best. However, when a reader looks deeper, Cyrusââ¬â¢s motives for taking care of his people are almost entirely narcissistic. Cyrus wants a large, successful army that will follow his orders almost mindlessly and win battles. And if ââ¬Å"doing what is goodâ⬠is equivalent to ââ¬Å"doing what Cyrus wants,â⬠the only way one can do what is good is to get inside the mind of Cyrus. ââ¬Å"He used to invite and honor any whom he saw doing the sort of thing he wished them all to do.â⬠This can result in the goal of entire armies being to try to imagine and embody the kingââ¬â¢s will. In the end, entire armies obsess over their king and dedicate themselves to paying close attention to him in order to realize what he expects of them and avoid punishment. Cyrus uses people that are willing to study and follow him to bring glory to his name .Yet, was the soldiersââ¬â¢ obedience really willing if it was done to avoid punishment? In reality, Cyrusââ¬â¢s leadership was al most totalitarianism. With every hope of impressing Cyrus and being rewarded, there would always be a fear of falling short of his expectations and being punished. Cyrus turned his rule of a bureaucratic hierarchy into a self-serving dictatorship focused on bringing glory to himself. There were still the different levels of command of a hierarchy and the many different officials of a bureaucracy, but every one of their decisions was made while trying to measure up to Cyrusââ¬â¢s merit system and avoid being punished.Cyrus died in 530 B.C., leaving his sons behind to run his vast empire. ââ¬Å"When Cyrus died, however, his sons immediately fell into dissension, cities and nations immediately revolted, and everything took a turn for the worse.â⬠Why did the First Persian Empire fall apart so quickly after Cyrusââ¬â¢s death? It may have been that Cyrusââ¬â¢s rule was revolving so much around himself that once he was gone and a real bureaucracy was left to rule, the power vacuum left by Cyrusââ¬â¢s death destroyed the empire. Cyrusââ¬â¢s habit of rewards and punishments was gone and the people no longer had any incentive to sta y in peak condition or follow their leaders. Xenophon ends his book by saying, ââ¬Å"the present Persians and their associates have been demonstrated to be more impious regarding gods, more irreverent regarding relatives, more unjust regarding others, and more unmanly in what pertains to war than were their predecessors.â⬠Cyrus the Great died after establishing the First Persian Empire and successfully creating a bureaucratic government to rule over it. However, hiding underneath the bureaucracy was an almost totalitarian system with a narcissistic king at the top. Cyrus manipulates his troops into following his orders with promises of reward and threats of punishment. This results in the armies being completely obsessed with Cyrus, trying to figure out what he deems worthy of reward. Perhaps if Cyrusââ¬â¢s rule had not been so centered around Cyrus himself, his empire would not have fallen apart after his death.
Saturday, May 23, 2020
The corporate Governance in the Companies Act, 2013 - Free Essay Example
Sample details Pages: 9 Words: 2845 Downloads: 10 Date added: 2017/06/26 Category Law Essay Did you like this example? The corporate Governance in the Companies Act, 2013 The Companies Act, 2013 reinforces and redresses laws pertaining to companies[1]. The Companies Act, 2013 was passed by the parliament and received Presidential assent on 29th August, 2013. Some of the provisions of the Companies Act, 2013 were notified in the Official Gazette on 30th August, 2013. Donââ¬â¢t waste time! Our writers will create an original "The corporate Governance in the Companies Act, 2013" essay for you Create order Many of the provisions of the Companies Act, 1956 continue to be in force[2]. Corporate Governance is an important aspect in the Companies Act, 2013. Under the Corporate Governance, the Board of Directorà ¢Ã¢â ¬Ã¢â ¢s report will include disclosures involving payment of directors, service contracts and stock options details[3]. The Companies Act, 1956 existed for more than 50 years and now it is proving to be inefficient when it comes to handling challenges of a growing industry and complexities involving stakeholder interests. Therefore, the new act improves the status on governance and raises the responsibility on the Board of Directors and the Management. There are six crucial aspects to improve corporate governance. First, there must be an increase in the reporting framework. Secondly, there must be a requirement for higher auditor accountability. Thirdly, there must be availability for easier restructuring. Fourth, there must be emphasis on investor protection. Fifth, there must be an increase in the wider directors and management responsibility and there must be an inclusive CSR agenda[4]. Under the Reporting Framework[5], subsidiary, associate and joint venture companies are explained according to section 2(6) and 2(87)[6]. If the holding company owns more than 50% of the total share capital or exercises control over the board, it becomes a subsidiary company while a holding company owns at least 20% of the total share takes business decisions under an agreement, the company becomes an associate company. Also under this scheme, exemptions to a company are given only when the holding of a company is outside India. Under section 129[7], there is a compulsory requirement for à ¢Ã¢â ¬Ã
âconsolidated financial statementà ¢Ã¢â ¬Ã (CFS). CFS is the combination in the financial statements including assets of the parent company and its subsidiaries[8]. Every company has to prepare a CFS if it either has a subsidiary, associate or joint venture companies. However, when it comes to preparing a CFS, there is no exemption given. Under sections 130 and 131, there is a need for revision in the financial statement. Revision of financial statements is either made by the directors of the company when financial statements and the report made by the board contradict each other or voluntary restatement made by the board of directors for at least three years or can be made by the central government when it comes to fraudulent reporting or mismanagement in the financial statements[9]. This scheme also looks into the changes in the depreciation regulation mentioned under section 123(2) and schedule II. This includes useful life which is given preference over other standard compulsory rates. Useful life is generally defined as the time or the duration for which a particular item will be useful to business. When the meaning of useful life is taken, it should not be considered as to how long that item will last[10]. Accordin g to section 138 of the companies act, 2013[11]; it requires mandatory internal audit and reports on internal financial controls. It requires adequacy and efficiency of the internal financial controls in the reports made by the directors or the auditors only for listed entities and must be included only in auditorà ¢Ã¢â ¬Ã¢â ¢s reports for other listed entities. It requires internal audit to be made companies which are listed and all other public limited companies. The second scheme for the corporate governance is higher auditor accountability which allows maximum twenty audits for an individual partner of a firm[12]. An individual auditor is eligible for at least five years and for partnership audit firms, it involves another five years. The auditor will also be given a five year cooling time after completion of the previous term. The new auditor cannot be related to the leaving auditor in terms of an associate or a network firm. According to the rules of the draft, the pre-commencement term will apply for calculating the balance validity of the present auditorà ¢Ã¢â ¬Ã¢â ¢s occupancy. A large number of restrictions regarding non-audit services can be supplied by the auditors. Most of the non-audit services have to be approved by the board before itself[13]. Responsibility of the auditorà ¢Ã¢â ¬Ã¢â ¢s report mainly depends on what the auditor report will cover. The auditorà ¢Ã¢â ¬Ã¢â ¢s report will have to cover six sections. First, it must contain observations, comments involving financial transactions. Second, they must cover qualification or the remark regarding the maintenance of the accounts. Third, whether there is adequacy of internal financial control systems and its efficiency. Fourth, it must contain the disclosure of pending litigation on the financial post. Fifth, it must explain the provisions made for foreseeable losses on a long term and sixth it must cover the delays in depositing money into the IEPF. IEPF is the I nvestor Education and Protection Fund which was established under section 205C of the Companies Act, 1956[14]. Under the second scheme, there must be a report made to the Audit Committee when it is related to fraud committed by the companies own employees against it and must be made to the central government if done frequently. The third scheme involves easier restructuring which refers to rationalizing multilayered structures[15]. Under these structures, it allows at most only two investment SPV company levels which are allowed between the investor company and the invested company. SPV is the special purpose vehicle which is a subsidiary of a company that tries to separate the risk from the parent company by looking after the assets and its liabilities through a separate balance sheet.[16]Exemptions can be given while acquiring overseas subsidiary with multilayers which is allowed by the foreign law and when multi-layering is considered by any law in force. Under this sche me, there is a need for simplifying procedures when it involves a merger which is provided under section 232 of the companies act, 2013[17]. The National Company Law Tribunal (NCLT) can approve the schemes made by the restructuring companies instead of the High Court (HC)[18]. The Auditor must ratify that the accounting treatment mentioned in the scheme made by these companies comply with the accounting standard for either the listed, unlisted or private companies. Also, for the merger to take place there must be consent from the majority of the members. The merger of the company is allowed to be under the unlisted companies only when there is an exit opportunity that is given to the public shareholders and when the valuation is done accordingly by the SEBI guidelines. Section 236 of the companies act, 2013 requires all shareholders owning more than 90% of the share capital will have to declare the intent to buy-out the balance equity shares. Under section 247, exit assessment ca n be done by the à ¢Ã¢â ¬Ã
âRegistered Valuerà ¢Ã¢â ¬Ã . The registered valuer is to issue mechanisms for the valuation of several assets and liabilities involving the company[19]. Under section 234, cross border merger is allowed which involves merger of an Indian company with a foreign company. Here, the central government has to make rules for consultation with the RBI and it is important that the merger is approved by the NCLT and the consideration can be made only in cash or depository receipts[20]. Under section 233 of the Companies Act, 2013; the merger between two companies without the approval of the NCLT is possible when there are two or smaller companies or when there is a holding and completely owned subsidiary or when there is prescribed types of companies. There must be a declaration of the solvency that has to be submitted. The consent has to be given by members who own more than 90% of the shares owned. Section 66 of the companies act requires that no share capital reduction will be allowed for a company that has overdue deposit. It does not allow buy- back within a year nor does it allow buy-back after three years from rectifying any defaults on deposits or term loans. In case of buy-back or capital reduction, there is a requirement of the auditorà ¢Ã¢â ¬Ã¢â ¢s certificate involving conditions from either section 66 or 68. Buy-back is the repurchase of outstanding shares by a company in order to reduce the number of shares in the market and companies will attempt to buy-back in order to increase the value of the shares[21]. The fourth scheme is on emphasizing investor protection[22]. Section 188 of the Companies Act, 2013 permits transactions to be made in an ordinary course of business on armà ¢Ã¢â ¬Ã¢â ¢s length transactional basis. Armà ¢Ã¢â ¬Ã¢â ¢s length transaction is a transaction where there is no control over one another[23]. It is a transaction that is made between the seller and the buyer who act independently and are in no relation with each other[24]. Here there is no requirement to get the approval of the central government. Approval will be required from the board only when there are no transactions made in the ordinary course or is not at armà ¢Ã¢â ¬Ã¢â ¢s length. A special resolution is required for non- armà ¢Ã¢â ¬Ã¢â ¢s length transactions and if they are not in the ordinary courses where the share capital is greater than ten million or if the goods acquired, leasing of property transactions exceed 20% of the net worth or appointment to any office involving profits where the monthly payments is more than one lakh. Sections 125, 194 and 195 of the companies act, 2013 requires directors or the Key Managerial Personnel (KMP) to refrain from forward dealing or buying options in shares or debentures of a company. Here, Key Managerial Personnel are the employees of a company who have play as key players in the company and show great responsibility in the f unctioning of the company inclusive of protecting the interest of the stake holders[25]. Here, the forward deal is a transaction which includes the purchase or sale which comes with a settlement that will arise in the specified future[26]. Debentures hold no collateral and the only source of backing them is through the reputation of the issuer and buyers purchase debentures depending upon the issuer thinking that the issuer will not default on the repayment[27]. No employee or employer including the director and the KMPs having entry to information that is not public should be allowed to have insider trading relationships. Sections 241 to 246 of the Companies Act, 2013 specifies that members or the depositors have to declare to the tribunal if the company conducts have bias for their own interests. In case of fraudulent acts or any other wrongful acts, action suits can be filed on the company or its directors, the auditor or the audit firm and the advisor or the consultant. Only 10% of the members of the total number of members or 10% of the depositors of the total depositors or members who own more than 10% of the issued share capital or depositors who own more than 10% of the outstanding value of deposits are allowed to file an action suit. A companyà ¢Ã¢â ¬Ã¢â ¢s stocks owned by the shareholders that include both restricted shares as well as share blocks are the outstanding shares[28]. The Senior Fraud Investigation Officer (SFIO) is made a statutory body with important powers and under this scheme; the idea of fraud risk mitigation requires the compulsory establishment of mechanisms to directors or managers to report any kind of concerns. Under the next theme, it lays down mandatory management responsibility and wider director[29] where under section 149 of the companies act, 2013, there is stricter responsibility and accountability imposed by the code of professional conduct. A maximum of only five more years can be extended by another fi ve years only through a special resolution. The directors can be held liable for acts with knowledge and is extractable from the board and only with his consent. Under this scheme, declaration of independence is compulsory every year and stock options are not permitted when there are fees and commissions made from profits. All independent directors must hold an annual meeting and no non-independent directors or KMP or senior management are allowed. Section 177 of the companies act, 2013[30] explains the composition of the audit committee. It is compulsory for the mentioned companies to constitute an audit committee and there should be more than three directors with the majority being independent directors. Both the chairperson as well as the independent directors must be well efficient in reading and understanding financial statements. Finally, the responsibilities given to the audit committee is to recommend appointment, payment of the auditors and monitor their independence and efficiency. Then, examine the financial statements and the auditorà ¢Ã¢â ¬Ã¢â ¢s report, approve party transactions, undertake asset valuation, assess internal financial controls and risk management systems and finally supervise the use of funds through public offers. Section 134 explains the contents in the directorà ¢Ã¢â ¬Ã¢â ¢s report under which all companies require devised proper systems to ensure proper compliance with the laws made in India. Directorà ¢Ã¢â ¬Ã¢â ¢s report must also include taking proper and sufficient care for maintaining ample accounting records for protecting assets and preventing and identifying fraud and must include the development and implementation of a risk management policy. In the report, the specified and listed companies must express that the internal financial controls are laid and are functioning efficiently and that the performance evaluation of the board members have been carried out. The final theme included for the corp orate governance in the companies act, 2013 is the inclusive CSR agenda[31]. The CSR agenda is the Corporate Social Responsibility which aims to help companies achieve in creating wealth jobs and answers to many challenges faced[32]. The CSR covers all companies if either the turnover is more than INR 10 billion or net worth is more than NR five billion or net profit is more than INR fifty million is fulfilled. The contribution made by the CSR is to be two percent of the average net profit before tax for three years. The contribution made will be listed under schedule VII. The board will appoint a three member CSR committee including an independent director where the committee will devise the CSR policy, recommend CSR activities and monitor CSR expenditure. There must be compulsory reporting on the CSR under section 135. When there is no requirement for companies to appoint independent contractors under section 149 but a company does go to the situation under section 135[33], the n it becomes compulsory for the company to appoint an independent contractor. When there is a failure to spend, reasons have to be disclosed and penalties to be imposed for non-disclosures. The Companies Act, 2013 brings about the changes to the structure of the board of directors. The companies act, 2013 requires the board of directors to be differentiated into resident director, independent director and a woman director[34]. The Companies Act, 1956 did not specify that companies should appoint independent directors but under new provisions such as in clause 49 of the Listing Agreement is a document in which the company will sign when it is being listed on the stock exchange and it promises to follow the rules and regulations set by the stock exchange[35]. [1] Ministry Of Corporate Affairs The Companies Act, https://www.mca.gov.in/MinistryV2/companiesact.html (last visited Nov 29, 2014). [2] Ibid. [3] Companies Act, 2013 2(4) part 2. [4]RAISING THE BAR ON GOVERNANCE COMPANIES ACT, 2013, https://www.kpmg.com/IN/en/Documents/Companies_Act_2013_Raising_the_bar_on_Governance.pdf (last visited Nov 30, 2014). [5] Ibid. [6]Companies Act, 2013, 2. [7] Companies Act, 2013, 129. [8]Consolidated Financial Statements Definition | Investopedia, https://www.investopedia.com/terms/c/consolidatedfinancialstatement.asp (last visited Nov 30, 2014). [9] Supra n(4). [10] Useful Life Definition | Investopedia, https://www.investopedia.com/terms/u/usefullife.asp (last visited Nov 30, 2014). [11] Companies Act, 2013, 131. [12] Supra n(4). [13] Ibid. [14]Investor Education and Protection Fund Archives Spotlight: National Portal of India, https://www.archive.india.gov.in/spotlight/spotlight_archive.php?id=21 (last visited Dec 6, 2014). [15] Supra n(4). [16] SPV financial definition of SPV, https://financial-dictionary.thefreedictionary.com/SPV (last visited Dec 2, 2014). [17] Companies Act, 2013, 232. [18] Supra n(4). [19] Registered Valuers Under Companies Act, 2013, https://taxguru.in/company-law/registered-valuers-companies-act-2013.html (last visited Dec 2, 2014). [20] Supra n(4). [21]Buyback Definition | Investopedia, https://www.investopedia.com/terms/b/buyback.asp (last visited Dec 2, 2014). [22] Supra n(4). [23] Armà ¢Ã¢â ¬Ã¢â ¢s Length Legal Definition, https://www.duhaime.org/LegalDictionary/A/ArmsLength.aspx (last visited Dec 2, 2014). [24] Armà ¢Ã¢â ¬Ã¢â ¢s Length Transaction Definition | Investopedia, https://www.investopedia.com/terms/a/armslength.asp (last visited Dec 2, 2014). [25] Key Managerial Personnel Companies act 2013, https://www.corporate-cases.com/2012/07/key-managerial-personnel.html (last visited Dec 2, 2014). [26] Wh at is Forward Deal? definition and meaning, https://www.investorwords.com/2062/forward_deal.html (last visited Dec 2, 2014). [27] Debenture Definition | Investopedia, https://www.investopedia.com/terms/d/debenture.asp (last visited Dec 2, 2014). [28] Outstanding Shares Definition | Investopedia, https://www.investopedia.com/terms/o/outstandingshares.asp (last visited Dec 2, 2014). [29] Supra n(4). [30] Companies Act, 2013, 177. [31] Supra n(4). [32] European Commission PRESS RELEASES Press release Corporate Social Responsibility: a new definition, a new agenda for action, https://europa.eu/rapid/press-release_MEMO-11-730_en.htm (last visited Dec 4, 2014). [33] Companies Act, 2013, 135. [34] Companies Act 2013: Greater Emphasis On Governance Through The Board And Board Processes Corporate/Commercial Law India, https://www.mondaq.com/india/x/319480/Corporate+Governance/Companies+Act+2013+Greater+Emphasis+On+Governance+Through+The+Board+And+Board+Processes (last visited Dec 6, 2014). [35]What is Listing Agreement? definition and meaning, https://www.investorwords.com/10199/Listing_Agreement.html (last visited Dec 5, 2014).
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