Tag: Risk management

Management Notes

Full Time Directors and Protem Appointment, Qualifications and Duties

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Full-time Director (FTD) plays a crucial role in the overall management and functioning of a company. They are involved in the day-to-day affairs of the company and are an essential part of its leadership. According to the Companies Act, 2013, a whole-time director is defined as a director who is in full-time employment with the company and devotes their entire time and attention to managing its operations. The appointment, qualifications, and duties of a whole-time director are governed by the Companies Act, ensuring that the role is structured to meet corporate governance standards and to ensure effective management of the company.

Appointment of Full-time Director:

The appointment of a Full-time director must follow a structured process that is outlined by the Companies Act, 2013, and subject to certain conditions. The whole-time director can be appointed by the board of directors, shareholders, or as per the company’s articles of association.

  • Appointment by the Board of Directors

The board of directors can appoint a whole-time director through a resolution passed at a board meeting. The company’s articles of association must authorize the appointment of a whole-time director. If the articles do not contain provisions for the appointment, they may need to be amended.

  • Approval from Shareholders

The appointment of a Full-time director also requires approval from the shareholders in the next general meeting. If the board appoints a Full-time director, the shareholders must confirm this appointment. It is also essential that the shareholders are informed about the terms and conditions of the appointment, including remuneration.

  • Compliance with the Companies Act, 2013

In accordance with Section 196 of the Companies Act, 2013, a Full-time director cannot be appointed for a period exceeding five years at a time. However, they may be reappointed after the end of their term. The act also specifies that a whole-time director should not hold office in more than one company at a time, except with the approval of the board and the shareholders.

  • Listed Companies and SEBI Regulations

In the case of listed companies, the appointment of a Full-time director must also comply with the guidelines laid down by the Securities and Exchange Board of India (SEBI). The appointment must be in line with corporate governance principles, and relevant disclosures must be made to the stock exchanges.

  • Remuneration of Full-time Director

The remuneration paid to a Full-time director must comply with the provisions of the Companies Act, 2013 (specifically Section 197), which outlines the limits on managerial remuneration. Any remuneration exceeding the prescribed limits must be approved by the shareholders in a general meeting and be within the overall limit of managerial remuneration for the company.

Qualifications of Full-time Director:

Companies Act, 2013 does not lay down specific educational or professional qualifications for a Full-time director. However, certain general qualifications and restrictions are necessary for an individual to be eligible for this role.

  • Age Requirement

As per Section 196(3) of the Companies Act, 2013, a full-time director must be at least 21 years old and should not be more than 70 years old. However, an individual above 70 years of age can be appointed if the shareholders pass a special resolution with proper justification.

  • Non-disqualification under Section 164

The individual must not be disqualified under Section 164 of the Companies Act. This section specifies that a person who has failed to file financial statements or returns for a continuous period of three years, or who has been convicted of any offense involving moral turpitude, is disqualified from being appointed as a director.

  • Professional Experience

While the Act does not mandate specific qualifications, companies typically expect their full-time directors to have significant experience in business management, finance, operations, or industry-specific expertise. Since whole-time directors are involved in the day-to-day management of the company, their expertise in operational matters is essential.

  • Legal Eligibility

Full-time director must not have been declared bankrupt, must not be of unsound mind, and must not have been convicted of any fraud or financial irregularities. These legal requirements ensure that only individuals with a clean record are eligible for appointment to this key managerial position.

Duties of Full-time Director:

The duties of a Full-time director encompass both operational and strategic aspects of the company. As full-time employees of the company, whole-time directors are expected to take an active role in ensuring the efficient running of the business. Some key duties are:

  • Day-to-Day Management

Full-time director is responsible for managing the day-to-day affairs of the company. This includes overseeing various functions such as production, sales, marketing, human resources, and finance. They ensure that the company’s operations align with its objectives and strategies.

  • Compliance with Laws and Regulations

One of the primary duties of a Full-time director is to ensure that the company complies with all applicable laws and regulations. This includes filing statutory returns, adhering to tax laws, maintaining proper records, and ensuring compliance with corporate governance requirements as laid down by SEBI and the Companies Act, 2013.

  • Reporting to the Board of Directors

Full-time director is required to report regularly to the board of directors regarding the company’s performance, challenges, and opportunities. The director provides the board with updates on operational matters, financial health, and any significant issues that may affect the company.

  • Corporate Governance

Full-time directors play a crucial role in ensuring that the company adheres to strong corporate governance practices. They must ensure transparency in decision-making, fair dealings with stakeholders, and compliance with ethical standards. This also includes taking decisions that protect the interests of shareholders and stakeholders.

  • Leadership and Employee Management

Full-time director provides leadership to the company’s employees. They are responsible for setting corporate culture, motivating employees, managing conflict, and ensuring that all employees are aligned with the company’s goals. Additionally, they oversee the performance of key managers and ensure efficient execution of corporate strategies.

  • Strategic Planning and Implementation

Full-time directors are involved in the formulation and implementation of the company’s strategic plans. They work closely with the board to develop business strategies, set objectives, and identify areas for growth. They also ensure that the company is well-positioned to capitalize on opportunities and mitigate risks.

  • Financial Oversight

Whole-time directors are responsible for overseeing the financial performance of the company. This includes budgeting, managing cash flow, ensuring that financial records are accurate, and preparing financial statements. They must ensure that the company’s financial practices adhere to the regulations laid down by the Companies Act and other relevant authorities.

  • Risk Management

Full-time director is also responsible for identifying and managing risks that could affect the company’s performance. This includes financial, operational, reputational, and compliance risks. By managing risks effectively, whole-time directors help protect the company’s assets and ensure long-term stability.

  • Representing the Company

In many instances, the Full-time director represents the company in external matters, such as negotiations with suppliers, business partners, investors, and regulators. They act as a spokesperson for the company and are expected to uphold its reputation in all dealings.

Protem Directors

The term “Protem Director” is derived from the Latin phrase pro tempore, which means “for the time being”. In corporate governance, a Protem Director refers to a temporary director appointed to manage the affairs of a company until the regular board of directors is duly constituted. Though the Companies Act, 2013 does not explicitly define “Protem Director,” the concept is acknowledged in corporate and legal practice, especially during the incorporation phase of a company.

In newly formed companies, the persons named in the Articles of Association or the subscribers to the Memorandum of Association usually act as Protem Directors. Their main role is to facilitate the initial setup—such as opening bank accounts, appointing statutory auditors, calling the first board meeting, or issuing share certificates—until the shareholders formally elect permanent directors in the first general meeting.

Protem Directors typically have limited authority and are not expected to make strategic decisions unless authorized. Their role is transitional, focused on ensuring that the company begins functioning in compliance with legal norms. Once regular directors are appointed, the role of the Protem Director ceases, unless they are retained or reappointed by shareholders.

This provision ensures that companies are not left ungoverned or without legal authority during the critical startup period. Although informal in legal codification, Protem Directors are essential for ensuring early-stage corporate governance and continuity in a lawful and structured manner.

Natures of Protem Directors

  • Temporary Appointment

Protem Directors are appointed temporarily, typically at the time of incorporation of a company. Their tenure is limited to the period before regular directors are formally appointed by the shareholders. The term “protem” literally means “for the time being,” highlighting the temporary and transitional nature of their role. They do not serve permanently unless reappointed. Their presence ensures that the company has legally recognized individuals to act on its behalf during the initial organizational phase.

  • Not Explicitly Defined in the Companies Act

The Companies Act, 2013 does not specifically define or regulate Protem Directors. However, the concept is recognized through corporate practice and legal interpretation. Typically, the subscribers to the Memorandum of Association act as Protem Directors until the first general meeting. Though not defined in statutory law, the validity of their actions stems from necessity and implied authority to manage affairs until formal governance mechanisms are in place.

  • Role in Initial Set–Up

Protem Directors play a critical role in setting up the company’s basic infrastructure. They are responsible for tasks such as opening a bank account, appointing the first statutory auditor, issuing share certificates, and calling the first board meeting. Their authority is generally limited to these necessary and administrative duties. They help establish the corporate identity and ensure that the company can operate legally and efficiently from the moment it is incorporated.

  • Not Elected by Shareholders

Unlike regular directors who are appointed in a general meeting, Protem Directors are not elected by shareholders. Their appointment is either specified in the Articles of Association or assumed by the subscribers to the Memorandum at the time of incorporation. This bypasses the normal shareholder approval process and is based on the logic that some governance structure is essential until the first formal meeting of shareholders is held.

  • No Fixed Term or Contract

Protem Directors do not have a fixed term of office or formal employment contract. Their term ends as soon as the company’s first directors are duly appointed. Since their role is transitional, there is no need for a detailed contract or fixed duration. However, their names may be mentioned in incorporation documents, and any decisions they take must be within the legal scope of company formation activities.

  • Limited Powers and Responsibilities

The powers of a Protem Director are restricted to essential duties required for launching the company’s basic operations. They do not make strategic or policy decisions unless explicitly authorized. Their decisions are expected to be in the best interest of the company and aimed solely at enabling legal and operational functionality. They are not usually involved in managing core business operations or representing the company in external affairs beyond incorporation-related activities.

  • Subject to Company Law Provisions

Even though they are temporary, Protem Directors must comply with applicable provisions of the Companies Act, 2013. This includes maintaining statutory registers, complying with filing requirements, and ensuring the company’s legal obligations are met during the transition phase. They can also be held liable for non-compliance during their tenure. Thus, their role, though temporary, carries legal accountability and should be exercised with care and integrity.

  • Transition to Regular Directors

The appointment of regular directors marks the end of the Protem Director’s role. This usually occurs at the first general meeting of the company. If required, Protem Directors can be reappointed as regular directors through the normal shareholder approval process. This transition ensures smooth continuity and is a critical moment in formalizing the company’s governance structure, transferring control to duly elected board members.

  • No Entitlement to Remuneration

Protem Directors are usually not entitled to remuneration, especially in the absence of any shareholder resolution. Their role is honorary or minimal in compensation terms unless specific provisions are made in the Articles or decided at the first board meeting. This is because they primarily serve in a caretaker capacity, and their involvement is often limited to procedural compliance rather than revenue-generating or strategic leadership.

Bangalore University BBA Notes

Financial Management Bangalore University BBA 4th Semester NEP Notes

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Unit 1 Introduction to Finance {Book}
Meaning of Finance, Types of finance VIEW
Functions of finance VIEW VIEW
Financial management Meaning, Definitions and Importance VIEW
VIEW
Objectives of Financial Management VIEW
Role of a Financial Analyst VIEW VIEW
Financial Planning VIEW
Financial Planning Steps VIEW
Financial Planning Principles VIEW
Factors influencing a sound financial plan VIEW
Financial Planning Process, Limitations VIEW VIEW

 

Unit 2 Financial Decision {Book}
Introduction, Meaning of financing decision VIEW
Sources of Finance VIEW VIEW
Meaning of Capital Structure VIEW VIEW
Factors influencing Capital Structure VIEW
Optimum Capital Structure VIEW
EBIT, EPS Analysis VIEW
Leverages VIEW

 

Unit 3 Investment Decision {Book}
Introduction, Meaning and Definition of Capital Budgeting, Features, Significance, Process VIEW
Factors affecting Capital Budgeting VIEW
Capital Budgeting Techniques: VIEW
Payback Period, Discounted Pay- back period VIEW
Accounting Rate of Return VIEW
Net Present Value VIEW
Internal Rate of Return VIEW
Profitability Index VIEW

 

Unit 4 Dividend Decision {Book}
Introduction to Dividend Decisions, Meaning & Definition, Forms of Dividend VIEW
Types of Dividend Policy, Significance of Dividend VIEW
**Determinants of Dividend Policy VIEW
Impact of Dividend Policy on Company VIEW
Factors affecting Dividend Policy VIEW
Walter divided model VIEW

 

Unit 5 Working Capital Management {Book}
Introduction Concept of Working Capital VIEW
Significance of Adequate Working Capital VIEW
Evils of Excess or Inadequate Working Capital VIEW
Determinants of Working Capital VIEW
Sources of Working Capital VIEW
Working Capital Management Operating Cycle VIEW
Bangalore University B.com Notes

Investments in Commodity Markets Bangalore University B.com 4th Semester NEP Notes

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Unit 1 Introduction to Commodity Markets
Commodities Features, Classification and Origin of commodities markets VIEW
VIEW
Difference between Stock and Commodities Market VIEW
Purpose of commodity markets VIEW
Eco system of commodity market VIEW
Players in commodity trading VIEW
Commodities markets in India: Prospects and Challenges VIEW

 

Unit 2 Commodity Derivatives Overview
Introduction, economic benefits of derivatives VIEW VIEW
Types of commodity derivatives VIEW
Features of derivatives market VIEW
Factors contributing to the growth of derivatives VIEW
Functions of derivative markets VIEW
Exchange traded versus OTC derivatives VIEW
Traders in Derivatives markets VIEW
Derivatives market in India VIEW

 

Unit 3 Commodity Exchanges
Commodity Exchanges, Platform, Structure, Exchange membership, Capital requirements VIEW
Commodities traded on National exchanges VIEW
Instruments available for trading and Electronic Spot Exchanges VIEW
Products in commodity exchanges: Futures, forwards and Options [Features, Mechanics of buying & selling] VIEW
Major Commodity exchanges in India VIEW

 

Unit 4 Trading and Settlement in Commodity Markets
Trading, Clearing and Settlement in Derivatives Market VIEW
VIEW VIEW
SEBI Guidelines VIEW
Trading Mechanism VIEW
Types of Orders in Derivatives Market VIEW
Clearing Mechanism VIEW
NSCCL, its Objectives and Functions VIEW
Settlement Mechanism, Types of Settlement VIEW
Types of Risk VIEW VIEW
Types of Margins, SPAN Margin VIEW
Management Notes

Extending Participative Decision making

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Participative decision-making (PDM) is the extent to which employers allow or encourage employees to share or participate in organizational decision-making. According to Cotton et al., the format of PDM could be formal or informal. In addition, the degree of participation could range from zero to 100% in different participative management (PM) stages.

PDM is one of many ways in which an organization can make decisions. The leader must think of the best possible way that will allow the organization to achieve the best results. According to Abraham Maslow, workers need to feel a sense of belonging to an organization (see Maslow’s hierarchy of needs).

Styles:

Democratic Leadership. This is the type of leadership style in which members are encouraged to share their ideas and then synthesizes the available information into the best possible decision. Researchers have found that this style is usually the most effective and leads to better contributions from the group, as it produces a work environment that employees can feel good about because they know their opinion counts and they can bring a real difference to the organization.

Autocratic Style. Here, the leader takes the employees’ opinions, collects them and facilitates the conversation, but takes control and responsibility of the final decision. This is most effective during crises and emergencies where decisions have to be made quickly.

Consensus. In the consensus participative decision-making style, the leader gives up complete control of the decision and leaves it to the members of the group to conclude the majority decision. Doing this requires teamwork, trust, and communication (and time, because it takes a while) but it usually brings out the best decisions since it is well thought out. Consensus style improves goal-setting, problem-solving, and team-building among groups.

Delegated by Expertise. Of course, not everyone is an expert at everything. Everyone has their area of expertise. Here, the leader delegates the responsibility to the expert of their area of concern so they can arrive at the best outcome. This style of decision-making process can help the group feel more creative and engaged in the process.

Choosing the right style for your organization shouldn’t be a one-off. As HR practitioners, we always have to be mindful of the dynamics in our organization so we can decide on the right participative decision-making style (depending on the situation) that will improve our employee engagement and ensure that everyone in the company feels valued and respected.

Advantages

PM is important where a large number of stakeholders are involved from different walks of life, coming together to make a decision which may benefit everyone. Some examples are decisions for the environment, health care, anti-animal cruelty and other similar situations. In this case, everyone can be involved, from experts, NGOs, government agencies, to volunteers and members of public.

However, organizations may benefit from the perceived motivational influences of employees. When employees participate in the decision-making process, they may improve understanding and perceptions among colleagues and superiors, and enhance personnel value in the organization.

Participatory decision-making by the top management team can ensure the completeness of decision-making and may increase team member commitment to final decisions. In a participative decision-making process each team member has an opportunity to share their perspectives, voice their ideas and tap their skills to improve team effectiveness and efficiency.

Participatory decision-making can have a wide array of organizational benefits. Researchers have found that PDM may positively impact the following:

  • Job satisfaction
  • Organizational commitment
  • Perceived organizational support
  • Organizational citizenship behavior
  • Labor-management relations
  • Job performance and organizational performance
  • Organizational profits

Outcomes

The outcomes are various in PDM. In the aspect of employees, PDM refers to job satisfaction and performance, which are usually recognized as commitment and productivity[9] In the aspect of employers, PDM is evolved into decision quality and efficiency that influenced by multiple and differential mixed layers in terms of information access, level of participation, processes and dimensions in PDM.

Research primarily focuses on the work satisfaction and performance of employees in PDM. Different measurement systems were applied to identify the two items and the relevant properties. If they are measured with different processes in PDM, the relationship is as described below:

  • Identifying problems: Do not have strong relationship with performance. Because even with full participation, participants may not explore their skills and knowledge in identifying problems, which is likely to weaken the desires and motivation then influence performance.
  • Providing solutions: Positive and “potentially strong” relations with performance. It is not only attributed to the skills and knowledge could be explored but also the innovative ways employees can provide and generate.
  • Selecting solutions: Positive to performance but not likely to enhance satisfaction. If the solutions generated are not acknowledged by the employees who are absent at the previous stage, the satisfaction could lessen.
  • Planning implementation: Positive and strong relationship with both performance and satisfaction. Participants are given the possibility to affect the achievement of a designed plan. As the “value attainment” is attached, the extent of performance and work satisfaction increase.
  • Evaluating results: Weaker relationship with performance, but positive relationship with satisfaction due to the future benefit.

There are a number of ways through which employees can participate in decision-making process of any organization.

  • Participation at the Board Level: Representation of employees at the board level is known as industrial democracy. This can play an important role in protecting the interests of employees. The representative can put all the problems and issues of the employees in front of management and guide the board members to invest in employee benefit schemes.
  • Participation through Ownership: The other way of ensuring workers’ participation in organizational decision making is making them shareholders of the company. Inducing them to buy equity shares, advancing loans, giving financial assistance to enable them to buy equity shares are some of the ways to keep them involved in decision-making.
  • Participation through Collective Bargaining: This refers to the participation of workers through collective agreements and by deciding and following certain rules and regulations. This is considered as an ideal way to ensure employee participation in managerial processes. It should be well controlled otherwise each party tries to take an advantage of the other.
  • Participation through Suggestion Schemes: Encouraging your employees to come up with unique ideas can work wonders especially on matters such as cost cutting, waste management, safety measures, reward system, etc. Developing a full-fledged procedure can add value to the organizational functions and create a healthy environment and work culture. For instance, Satyam is known to have introduced an amazing country-wide suggestion scheme, the Idea Junction. It receives over 5,000 ideas per year from its employees and company accepts almost one-fifth of them.
  • Participation through Complete Control: This is called the system of self management where workers union acts as management. Through elected boards, they acquire full control of the management. In this style, workers directly deal with all aspects of management or industrial issues through their representatives.
  • Participation through Job Enrichment: Expanding the job content and adding additional motivators and rewards to the existing job profile is a fine way to keep workers involved in managerial decision-making. Job enrichment offers freedom to employees to exploit their wisdom and use their judgment while handling day-to-day business problems.
  • Participation through Quality Circles: A quality circle is a group of five to ten people who are experts in a particular work area. They meet regularly to identify, analyze and solve the problems arising in their area of operation. Anyone, from the organization, who is an expert of that particular field, can become its member. It is an ideal way to identify the problem areas and work upon them to improve working conditions of the organization.
Management Notes

Causes for success and failure of start-ups in India

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According to the Startup India Portal, India has about 50,000 start-ups and is the 3rd largest ecosystem in the world. Start-ups are now emerging in tier-II and tier-III cities, such as Pune, Ahmedabad, and Kochi. Further, there is an increase in the investment flows from Chinese, Japanese, and Singapore based investors.

Causes for success

Reasons responsible for the growth of start-ups are:

  • Large Indian Market:

India’s diversity in culture, religion, and language has helped start-ups to create diversified products, according to the needs of a particular community. This becomes their Unique Selling Proposition, which in-turn entices investors to fund the start-up.

  • Fast-moving business environment:

In an uncertain and changing business ecosystem, the companies are under constant pressure to innovate to find a footing in the market. Sometimes, other companies invest or buy the start-ups to increase their own uniqueness.

  • Easy access to funds

The government has set up funds for easy startups in the form of venture capital.

  • Apply for tenders

New companies can apply for government tenders. They are excluded from the “related knowledge/turnover” standards appropriate for typical organizations explaining government tenders.

  • Reduction in cost

The government additionally gives arrangements of facilitators of licenses and brand names. They will give top-notch Intellectual Property Rights Services including quick assessment of licenses at lower expenses.

The government will bear all facilitator charges and the startup will bear just the legal expenses.

  • Tax holidays for three years

New companies will be excluded from income tax for a very long time, they get a certificate from the Inter-Ministerial Board (IMB).

  • R&D facilities

In the R&D area, seven new Research Parks will be set up to give offices to new businesses.

  • Tax saving for investors

Individuals putting their capital additions in the endeavor subsidizes arrangement by the government will get an exemption from capital increases. Thus, this will assist new companies to convince more investors.

  • Choose your investor

After this arrangement, the new companies will have an alternative to pick between the VCs, giving them the freedom to pick their investors.

  • Easy exit

Now, talking about the easy exit then if there should be an occurrence of exit, a startup can close its business within 90 days from the date of use of winding up.

  • No time-consuming compliances

For saving time and money numerous compliances have been facilitated for startups.

  • Meet other entrepreneurs

The government has proposed to hold 2 startup fests yearly both broadly and universally to empower the different partners of a startup to meet.

Causes for failure

Lack of focus

When Bill Gates and Warren Buffet were asked about one factor that was responsible for their success, both replied with one word: focus. To understand how focus can help, let’s look at an example.

Grubhub is a food delivery startup. From the beginning, the company decided to focus only on food delivery. There are a lot of other services that a company like that could offer- pickup of food, catering, and more, but the founders chose to focus on just delivery. The result? They could execute technically and operationally and grow the business successfully.

Lack of funds

In 2018, bike rental startup, Tazzo, shut shop. The reason, as given by one of its funding partners, was a failed product-market fit that led to drying up of funding. Even though the startup had raised a considerable amount of funds, the lack of a profitable business model led to the startup shutting down.

Lack of Product Market Fit

There is no one “Fits in all” formula. It has deeper layers to it. This is more of a framework than a goal. Many-a-times, startups fail to validate their product ideas in the existing market scenario. In today’s competitive world, it is important to bring in a product or service that is both problem-solving and fulfils the customer’s expectations in every way, be it price-related or output-related. You don’t want to be wasting your time and efforts on creating something for which there is ‘no market need’!

Lack of innovation

According to a survey, 77% of venture capitalists think that Indian startups lack innovation or unique business models. A study conducted by IBM Institute for Business Value found that 91% of startups fail within the first five years and the most common reason is – lack of innovation.

Although India is said to have the third-largest startup ecosystem, it doesn’t have meta-level startups such as some of the big names like Google, Facebook, and Twitter. Indian startups are also known for replicating global startups, rather than creating their own startup models.

Among the most innovative Indian startups would be startups like ChaiPoint, Ola, Saathi, and Swiggy, according to a list of 50 most innovative companies in the world.

Fear of Startup Failure

While this fear lives in almost every entrepreneur, some tend to simply stop taking risks. Decision-making is hindered as the key goal becomes to not make even one wrong decision at any costs, thus limiting the startup’s gamut. Such fear can not only restrain but also motivate entrepreneurs when directed in a positive way. Having a negative approach from the start can influence thoughts and behaviour badly.

Poorly Harmonised Team

Any well-to-do startup requires a wide range of expertise in its team of employees and management. It is not hard to find technically proficient people these days. However, it is very difficult to find people who know how to get along with others and can be counted on when managers are not looking over their shoulders. Skills and work approach of the founder and his/her team should complement each other efficiently. Working for a startup can create a sort of pressure for the employees too, but as a founder you need to maintain quality communication with them and exchange thoughts eagerly.

Management Notes

Key Management Personnel, Significant influence

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Key Managerial Personnel (KMP) or Key Management Personnel refers to the employees of a company who are vested with the most important roles and functionalities. They are the first point of contact between the company and its stakeholders and are responsible for the formulation of strategies and its implementation. The Companies Act mandates certain classes of companies to include such personnel in its ranks. This article looks at this designation which holds a significant place in the Companies Act of 2013.

The definition of Key Managerial Personnel has been made more elaborate in the Companies Act of 2013 as the 1956 Act restricted its scope to a Managing Director, Whole Time Director and Manager. The current definition of the term provides for the inclusion of the Chief Executive Officer (CEO), the Manager, the Managing Director, the Company Secretary, the Whole-Time Director, the Chief Financial Officer (CFO) and such other officers as may be prescribed. For the purpose of this Act, a Key Managerial Personnel (KMP) is considered as an “Officer and an “Officer who is in default”.

It may be noted that companies are prohibited from appointing or employing a Managing Director and a Manager at the same time. Also, no individuals should be appointed or reappointed as the Managing Director, Manager, Whole-Time Director or Chief Executive Officer (CEO) of a Company for a term exceeding five years at a time, and no reappointments are allowed earlier than one year before the expiry of its term (conditions are subject to additional clauses).

Key management personnel are those people having authority and responsibility for planning, directing, and controlling the activities of an entity, either directly or indirectly. This designation typically includes the following positions:

  • Board of directors
  • Chief executive officer, chief operating officer, and chief financial officer
  • Vice presidents

An entity shall disclose key management personnel compensation in total and for each of the following categories

(a) Short-term employee benefits

(b) Post-employment benefits

(c) Other long-term benefits;

(d) Termination benefits

(e) share-based payment.

Compensation includes all employee benefits as defined in Ind AS 19 Employee Benefits including share based payments to employees as per Ind AS 102.  Employee benefits are all forms of consideration paid, payable or provided by the entity, or on behalf of the entity, in exchange for services rendered to the entity. It also includes such consideration paid on behalf of a parent of the entity in respect of the entity.

If an entity obtains key management personnel services from another entity (the ‘management entity’) [See related party definition point (b) (viii)] in such case, the entity should disclose the amount of fees/compensation paid to the management entity.  Generally, the reporting entity pays agreed amount to the management entity and in return management entity pays to its employees i.e., who managed the reporting entity. The details of payment by the management entity to its employees/directors are not required to be disclosed in the reporting entity financial statements.

According to section 203(1) read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following companies are mandated to appoint a Whole-time KMP:

  • Every Listed Company
  • Public Companies having paid-up share capital of 10 Crore rupees or more.
  • Public Companies Having paid-up share of 5 Crore rupees or more.
  • Companies having paid-up share capital of 10 Crore rupees or more are mandated to appoint a Company Secretary.

Roles and Responsibilities of Key Managerial Personnel

The Management function of implementing important decisions comes under the responsibilities of Key Managerial Personnel. Here are some of the main Roles and Responsibilities of KMP:

As per Section 170 of the Act, the details of Securities held by the Key Managerial Personnel in the company or its holding, subsidiary, a subsidiary of the company or associated companies should be disclosed and recorded in the registrar of the Books.

KMP has a right to be heard in the meetings of the Audit Committee while considering the Auditor’s Report; however they do not have the right to vote.

According to Section 189(2), Key Managerial Personnel should disclose to the company, within 30 days of appointment, relating to their concern or interest in the other associations, which are required to be included in the register.

Procedure of Appointment of KMP

  • The appointment of key managerial personnel is prescribed under Section 203 of the Act. Every member of managerial personnel is appointed through a resolution adopted by the Board with terms and conditions of appointment and remuneration.
  • A member of managerial personnel can hold the position in one company at a given time. However a member of managerial personnel of a company can be a member of managerial personnel of its subsidiary company.
  • In case of vacancy the Board has the responsibility of filling up within six months from the date of such vacancy.
  • If the company or its Board tries to violate the provision of appointment of managerial personnel, then the company has to suffer from penalty. The company shall be punishable with fine of rupees one lakh which may extend up to rupees five lakh.
  • Every Director and other key managerial personnel shall also be punishable with a fine of Rs.50, 000. If the contravention is continuing, then they would be charged with Rs. 1000 per day after the first offense.

Officer in default

According to section 2(60) of the Act, an ‘officer who is in default ‘shall be liable for any penalty or punishment by way of imprisonment or fine. The officers may include:

Key Managerial Personnel

Whole-Time director’.

Any person who is responsible for maintenance, filing or distributing records or accounts.

Any Director who is aware of the activities taking place is in contravention of the law or the provisions and yet indulges in or participates in it.

Maintenance of Register:

Every Company falling under this provision is required to maintain a register comprising particulars of its Directors and KMPs, which is to be placed at the registered office of the Company. The documents should include the details of securities held by each of them in the company or its holding, subsidiary, subsidiary of a company’s holding company or associate companies. Further requirements of its contents have been mentioned in Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Significant influence

Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control of those policies.

IND-AS 28 defines significant influence as under:

Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of those policies.

Management Notes

Speculation Introduction, Meaning and Definition, Objectives, Functions, Types, Strategies

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Speculation refers to the practice of buying and selling financial assets, commodities, or other instruments with the primary aim of making a profit from short-term price fluctuations rather than long-term investment or use of the asset. It involves predicting future price movements and taking positions accordingly, often without any intention of actually using or consuming the asset. Speculation is common in stock markets, commodities markets, currencies, and derivatives trading, where price volatility offers opportunities for high returns.

The meaning of speculation lies in taking calculated risks based on market analysis, trends, or sometimes pure instinct, in anticipation of favorable price movements. It differs from investment, which focuses on long-term value and income generation. Economists and financial experts define speculation as the act of committing capital to an asset primarily for potential gain from expected market changes, without regard for its intrinsic value. For example, according to Benjamin Graham, speculation is “an activity which does not meet the criteria of safety and adequate return in the long run.” While speculation can add liquidity and efficiency to markets, it can also increase volatility and carry a high risk of loss, especially for inexperienced participants.

Objectives of Speculation:

  • Profit Maximization

The foremost objective of speculation is to earn profits from expected changes in market prices. Speculators purchase assets, commodities, or securities at lower prices with the expectation of selling them at higher prices, or they sell short expecting to repurchase at lower prices. Unlike investors, who focus on long-term growth and stability, speculators target quick gains within a shorter timeframe. They rely on market trends, price patterns, and economic forecasts to predict fluctuations accurately. By taking calculated risks, speculators aim to maximize returns on capital, often leveraging their positions to amplify profits while accepting the possibility of significant losses.

  • Risk Assumption for Others

Another key objective of speculation is to assume risks that other market participants, such as hedgers and investors, prefer to avoid. Many producers, traders, and investors seek to protect themselves from adverse price movements, transferring such risks to speculators. By willingly taking on these risks, speculators create opportunities for others to operate with reduced uncertainty. This process promotes smoother market functioning and greater participation. In return for accepting the potential of losses, speculators are rewarded when their price forecasts prove correct. Essentially, they serve as the market’s risk-takers, absorbing volatility that others might find detrimental to their operations or investments.

  • Market Liquidity Creation

Speculators actively buy and sell in large volumes, ensuring that there are always participants willing to transact. This activity creates liquidity in the market, allowing other buyers and sellers to enter and exit positions easily without significant price distortions. Liquid markets reduce transaction costs and make price movements more stable and predictable. By continuously participating in trades, speculators ensure that there are minimal delays in executing transactions. Their willingness to take immediate positions—whether buying or selling—helps maintain market depth. This objective benefits the entire financial ecosystem, as liquidity is vital for efficient price discovery and smooth trading processes.

  • Price Discovery

Speculators contribute to the process of determining fair market prices by analyzing supply, demand, news, and global market trends. They buy when they believe prices are undervalued and sell when they think prices are overvalued, thereby influencing prices toward equilibrium. This objective ensures that prices in the market reflect available information and future expectations. Speculators use tools like technical and fundamental analysis to predict market direction. By continuously responding to new data, they accelerate the adjustment of prices to reflect true market value. Their activity often sets benchmarks for others, influencing both short-term trading and long-term investment decisions.

  • Encouraging Market Efficiency

An important objective of speculation is to make markets more efficient by narrowing gaps between buying and selling prices and by reducing regional or time-based price disparities. Speculators identify mispriced assets and quickly act on them, which helps correct inefficiencies in valuation. This action aligns prices with actual market conditions, benefiting all participants. Efficient markets attract more investors and traders, fostering economic growth. Speculators’ constant monitoring of information—economic data, policy changes, and geopolitical events—ensures that prices remain accurate. Their actions prevent prolonged price distortions, which can otherwise harm market confidence and overall stability in both domestic and global trade.

  • Facilitating Hedging Opportunities

Speculation creates opportunities for hedgers to protect themselves against price volatility. Farmers, exporters, importers, and manufacturers often use futures and options markets to hedge against unfavorable price changes. Speculators take the opposite positions in these contracts, making hedging possible. For instance, a farmer can secure a selling price for crops months in advance, knowing that a speculator is willing to buy the contract. This relationship benefits both sides: the hedger minimizes risk, and the speculator gains a potential profit opportunity. Thus, speculation indirectly supports production, trade, and investment by ensuring that risk management tools remain active and effective.

Functions of Speculation:

  • Providing Market Liquidity

A primary function of speculation is to inject liquidity into the market. Speculators actively trade large volumes of assets, ensuring that there are always buyers and sellers available. This constant activity reduces waiting times for transactions and narrows bid-ask spreads, making it easier for others to enter or exit positions. Liquidity also stabilizes prices by preventing sudden and extreme fluctuations due to thin trading. Without speculators, markets might face low participation, higher transaction costs, and slower execution. By keeping the market active, speculation benefits all stakeholders, from short-term traders to long-term investors, ensuring smoother and more efficient market operations.

  • Facilitating Price Discovery

Speculation plays a key role in determining fair asset prices. Speculators analyze news, demand-supply trends, and economic indicators to predict price movements. By buying when they expect prices to rise and selling when they expect declines, they influence prices toward an accurate reflection of current and expected conditions. This continuous adjustment ensures that markets respond quickly to new information. Price discovery benefits producers, consumers, investors, and policymakers by providing transparent and updated pricing signals. Without speculative activity, prices could remain artificially high or low for longer periods, distorting decision-making in production, trade, and investment.

  • Risk Absorption

Speculators assume risks that other market participants avoid, particularly hedgers and conservative investors. For example, in commodity and futures markets, producers and traders can transfer the risk of price volatility to speculators. This allows businesses to focus on production or trade without worrying about market instability. Speculators, in turn, accept the uncertainty in hopes of profiting from favorable price changes. By absorbing these risks, speculation supports business continuity and financial planning. This function ensures that risk is not concentrated in the hands of those unwilling or unable to bear it, promoting a more balanced and stable market environment.

  • Promoting Market Efficiency

Speculation helps remove inefficiencies in the market. Whenever there are pricing errors—such as an asset being undervalued or overvalued—speculators act quickly to exploit these discrepancies. Their trades push prices toward their true value, reducing mispricing and preventing long-term distortions. This function promotes fairness and ensures that market prices accurately reflect available information and future expectations. In an efficient market, resources are allocated more effectively, benefiting economic growth. Speculators’ constant monitoring of developments, including policy changes and global events, ensures that prices adjust rapidly, improving transparency and fairness in financial markets for all categories of participants.

  • Supporting Hedging Mechanisms

Speculation is essential for hedging to function effectively. Farmers, exporters, and manufacturers often use futures or options to protect themselves from price volatility. These hedging contracts require counterparties willing to take the opposite position—usually speculators. Without speculative participation, hedging opportunities would be limited, reducing businesses’ ability to manage risk. By taking on this role, speculators make markets more attractive and accessible for producers and traders. This support encourages greater participation in both domestic and international markets, ultimately strengthening the broader economy by reducing the negative impacts of price instability in commodities, currencies, and financial securities.

  • Encouraging Investment and Trade

By ensuring active markets and predictable pricing, speculation indirectly encourages greater investment and trade. Liquidity, price discovery, and risk-sharing functions create a favorable environment where businesses feel confident to operate. Investors are more likely to participate in markets where they can enter and exit easily, and producers are more inclined to expand output when they can hedge against price drops. This creates a positive cycle of market activity. In this way, speculation is not just about personal profit—it also contributes to economic vibrancy by attracting capital, fostering trade, and promoting innovation across multiple sectors of the economy.

Types of Speculation:

  • Bullish Speculation

Bullish speculation occurs when a speculator expects asset prices to rise in the future. In this strategy, the speculator buys securities, commodities, or currencies at the current price with the aim of selling them later at a higher price, earning the difference as profit. Bullish speculation is common in stock markets, real estate, and commodities. It often arises from positive economic indicators, favorable government policies, or expected demand growth. While profitable during upward trends, it carries risks if the market moves unexpectedly downward. Successful bullish speculation requires careful analysis of trends, market sentiment, and timing to minimize losses and maximize gains.

  • Bearish Speculation

Bearish speculation is based on the expectation that asset prices will fall in the future. Here, the speculator sells assets they do not own (short selling) or sells holdings early to repurchase them later at a lower price. This approach profits from market downturns, often caused by negative news, poor earnings, or unfavorable economic conditions. Bearish speculators analyze signs of declining demand, overvaluation, or market weakness. While it can be highly profitable in falling markets, it is risky because losses can become unlimited if prices unexpectedly rise. This strategy demands precise market timing, risk management, and strong analytical skills.

  • Long-Term Speculation

Long-term speculation involves holding assets for an extended period—often months or years—based on the belief that prices will appreciate substantially over time. This approach is common among investors in real estate, gold, and blue-chip stocks. Long-term speculators focus on macroeconomic trends, technological innovations, and company growth prospects. While less stressful than daily trading, it ties up capital and exposes investors to long-term market risks, such as policy changes, recessions, or disruptive innovations. Successful long-term speculation requires patience, thorough research, and the ability to withstand short-term price fluctuations while waiting for the anticipated long-term upward trend to materialize.

  • Short-Term Speculation

Short-term speculation involves quick buying and selling of assets within a short time frame—ranging from minutes to weeks—to profit from minor price changes. It is common in forex trading, intraday stock trading, and commodity markets. Short-term speculators rely heavily on technical analysis, market news, and rapid decision-making. While the potential for quick profits is high, the risks are equally significant due to market volatility and transaction costs. Success depends on sharp analytical skills, discipline, and the ability to manage emotions under pressure. Short-term speculation is capital-intensive and often better suited to experienced traders than to beginners.

  • Margin Speculation

Margin speculation involves borrowing funds from a broker to trade larger positions than the speculator’s available capital. This leverage magnifies potential gains if the market moves favorably but also increases the risk of substantial losses if prices move against the trader. Margin speculation is common in futures, options, and stock trading. It requires maintaining a margin account, which is subject to margin calls if the account balance falls below the required level. While it offers opportunities for higher returns, it demands careful risk management, strict discipline, and the ability to react quickly to market changes to avoid significant financial losses.

  • Arbitrage Speculation

Arbitrage speculation exploits price differences for the same asset in different markets or forms. The speculator buys in the cheaper market and simultaneously sells in the more expensive one, securing a profit with minimal risk. Common in currency markets, commodities, and stock exchanges, arbitrage requires speed, precision, and access to multiple markets. While pure arbitrage is considered low-risk, opportunities are often short-lived due to market efficiency. Technological tools and algorithms are frequently used to detect and execute arbitrage opportunities instantly. This type of speculation helps align prices across markets, contributing to overall market efficiency and reducing mispricing.

Strategies of Speculation:

  • Position Trading

Position trading is a long-term speculation strategy where traders hold assets for weeks, months, or even years, aiming to profit from significant price trends. Unlike short-term traders, position traders are less concerned with daily market fluctuations and focus on macroeconomic indicators, fundamental analysis, and major market cycles. They invest in assets expected to appreciate substantially over time, such as stocks, bonds, commodities, or currencies. This strategy demands patience, strong research skills, and the ability to withstand temporary losses while waiting for the market to reach targeted levels. Position trading is ideal for speculators seeking larger gains from sustained market movements.

  • Swing Trading

Swing trading involves holding positions for several days or weeks to capture short- to medium-term market swings. Swing traders use technical analysis, chart patterns, and momentum indicators to identify entry and exit points. The goal is to buy low during an upward swing and sell high before the trend reverses, or to short-sell during a downward swing. This strategy requires less time than day trading but more market monitoring than long-term investing. Swing trading can yield substantial profits if trends are accurately identified, but it carries risks from sudden market reversals, news events, or false breakout signals. Timing is crucial.

  • Day Trading

Day trading is a high-intensity speculation strategy where positions are opened and closed within the same trading day, avoiding overnight market risks. Day traders rely heavily on technical analysis, real-time news, and fast execution to capitalize on small intraday price movements. This approach is common in stock, forex, and commodity markets. While profits per trade may be small, frequent trades can accumulate significant gains. However, day trading demands quick decision-making, discipline, and the ability to manage stress under volatile conditions. It also involves high transaction costs and carries the risk of substantial losses if trades move against the trader.

  • Scalping

Scalping is an ultra-short-term trading strategy where speculators aim to profit from very small price changes, often holding positions for seconds or minutes. Scalpers execute dozens or even hundreds of trades daily, seeking to exploit bid-ask spreads, order flow, and small price gaps. This method requires advanced trading platforms, rapid execution, and a deep understanding of market microstructures. While individual trade profits are minimal, the cumulative effect can be significant. Scalping is highly demanding, requiring intense concentration and quick reflexes. However, high transaction costs and market noise make it a challenging strategy, often suited only for highly skilled, experienced traders.

  • Arbitrage

Arbitrage speculation involves simultaneously buying and selling an asset in different markets to profit from temporary price differences. For example, a trader might purchase a commodity where it is cheaper and sell it in a market where it is priced higher. This strategy is considered low-risk because the buying and selling occur almost instantly, locking in profit. However, opportunities are rare and short-lived due to market efficiency and competition from institutional traders. Successful arbitrage requires fast execution, access to multiple markets, and sometimes automated trading algorithms. While relatively safe, profit margins per transaction are usually small and require scale.

  • Trend Following

Trend following is a speculation strategy based on the belief that assets moving in a certain direction will continue to move that way for some time. Traders identify upward or downward trends using moving averages, momentum indicators, and chart patterns, entering trades in the direction of the trend. The goal is to ride the trend until clear signs of reversal emerge. This approach minimizes the need to predict exact turning points but requires strict discipline to exit when the trend ends. Trend following can be applied to stocks, forex, commodities, and futures markets, offering potentially large profits during strong trends.

Management Notes

Strategic Financial Management

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Strategic financial management means not only managing a company’s finances but managing them with the intention to succeed that is, to attain the company’s long-term goals and objectives and maximize shareholder value over time.

Features of Strategic Financial Management

  • It focuses on long-term fund management, taking into account the strategic perspective.
  • It promotes profitability, growth, and presence of the firm over the long term and strives to maximize the shareholders’ wealth.
  • It can be flexible and structured, as well.
  • It is a continuously evolving process, adapting and revising strategies to achieve the organization’s financial goals.
  • It includes a multidimensional and innovative approach for solving business problems.
  • It helps develop applicable strategies and supervise the action plans to be consistent with the business objectives.
  • It analyzes factual information using analytical financial methods with quantitative and qualitative reasoning.
  • It utilizes economic and financial resources and focuses on the outcomes of the developed strategies.
  • It offers solutions by analyzing the problems in the business environment.
  • It helps the financial managers to make decisions related to investments in the assets and the financing of such assets.

Importance of Strategic Financial Management

The approach of strategic financial management is to drive decision making that prioritizes business objectives in the long term. Strategic financial management not only assists in setting company targets but also creates a platform for planning and governing plans to tackle challenges along the way. It also involves laying out steps to drive the business towards its objectives.

The purpose of strategic financial management is to identify the possible strategies capable of maximizing the organization’s market value. Also, it ensures that the organization is following the plan efficiently to attain the desired short-term and long-term goals and maximize value for the shareholders. Strategic financial management manages the financial resources of the organization for achieving its business objectives.

Goal-Setting Process

There are various ways to set goals for strategic financial management. However, regardless of the method, it is important to use goal-setting to enable conversations, ensure the involvement of the main stakeholders, and identify achievable and striving strategies. The following are the two basic approaches followed for setting the goals:

  1. Smart

SMART is a traditional approach to setting goals. It establishes the criteria to create a business objective.

  • Specific
  • Measurable
  • Attainable
  • Realistic
  • Time-bound
  1. Fast

FAST is a modern framework for setting goals. It follows the strategy of iterative goal setting that enables the business owners to remain agile and accept that goals or circumstances may change with time. It follows the below criteria for business objectives.

  • Frequent
  • Ambitious
  • Specific
  • Transparent

The management of an organization needs to decide on which goal-setting approach would best fit their business as well as the requirements of strategic financial management.

Certain factors need to be addressed while determining the objectives of strategic financial management. They are as follows:

  1. Involvement of Teams

Other departments, such as IT and marketing, are often involved in strategic financial management. Hence, these departments must be engaged to help create the planned strategies.

  1. Key Performance Indicators (KPIs)

The management team needs to determine which KPIs can be used for tracking the progress towards each business objective. Some financial management KPIs are easy to determine as they involve working towards a specific financial target; however, other KPIs may be non-quantitative or track short-term progress and help ensure that the organization is moving towards its goal.

  1. Timelines

It is important to decide how long it would take the organization to reach that specific target. The management team needs to decide actionable steps depending on the timeline and adjust the strategies whenever required.

  1. Plans

The strategies planned by the management should involve steps that would move the business closer to achieving its goals. Such strategies can be marketing campaigns and sales initiatives that are considered critical for a business to reach its goal.

Functions Performed by Strategic Financial Management

Strategic financial management encompasses the entire spectrum of financial activities performed by any organization. Some of the key decisions which are enabled by strategic financial management have been mentioned below.

  • Decisions Regarding Capital Investments:

The point of view of strategic financial management makes organizations view their capital investment decisions in a new light. For example, the recent 15-20 years have seen the emergence of asset-light businesses. For instance, Uber, Airbnb, Facebook are all leaders in their own industries. However, they own very few assets. Companies that use strategic financial management to make decisions about their long-term assets would have noticed this trend earlier than other companies. Hence, they would have invested in making long-term commitments towards illiquid assets which may end up providing a sub-optimal return in the long run. It is strategic financial management that sensitizes the organization about the effectiveness of its decision when a broader time frame is considered. It is no coincidence that companies which place a higher emphasis on strategic financial management have invested heavily in the digitization of their business even though it might be eating into their profits in the short run.

  • Decisions Regarding Location:

Companies that take a strategic point of view about their investments also use different methods to select where they will locate their business. For example, many American companies have been located in China in the past. However, if the decision were to be made now, fewer companies would choose to locate in China. This is because of the continuous tensions and trade wars between the two countries. This is what makes long-term location in China a riskier proposition than locating in another country that may be slightly more expensive in the short run but less prone to trade wars in the future.

  • Decisions Regarding Mergers and Acquisitions:

Strategic financial management helps companies take a careful look at their business models. It is during this deep dive that companies often discover whether organic growth is best for them or whether they too can choose the inorganic way. The guiding principle remains the same. If the company can absorb the costs of acquiring another company and add value in the long run, such an acquisition would be justified. However, strategic financial management ensures that companies keep their long-term goals in mind before taking a decision regarding an acquisition.

Component of a financial strategy

When making a financial strategy, financial managers need to include the following basic elements. More elements could be added, depending on the size and industry of the project.

Start-up cost: For new business ventures and those started by existing companies. Could include new fabricating equipment costs, new packaging costs, marketing plan.

Competitive analysis: analysis on how the competition will affect your revenues.

Ongoing costs: Includes labour, materials, equipment maintenance, and shipping and facilities costs. Needs to be broken down into monthly numbers and subtracted from the revenue forecast.

Revenue forecast: over the length of the project, to determine how much will be available to pay the ongoing cost and if the project will be profitable.

Role of a financial manager

Broadly speaking, financial managers have to have decisions regarding 4 main topics within a company. Those are as follow:

  • Investment decisions: Regarding the long and short term investment decisions. For example: the most appropriate level and mix of assets a company should hold.
  • Financing decisions: Concerns the optimal levels of each financing source – E.g. Debt – Equity ratio.
  • Liquidity decisions: Involves the current assets and liabilities of the company – one function is to maintain cash reserves.
  • Dividend decisions: Disbursement of dividend to shareholders and retained earnings.
Management Notes

Dividend Theories

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A dividend is a reward for the shareholders of a company for investing in the company and continuing to be a part of it. Dividend distribution is a part of the financing decision for a company. The management has to decide what percentage of profits they shall give away as dividends over a period of time. They retain the balance for the internal use of the company in the future. It acts as an internal source of finance for the company. Dividend theories suggest how the value of the company is affected by the decision to distribute the profits as dividends by the management. It further affects on account of the frequency of dividend distribution and the quantum of dividend distribution over the years.

Both types of dividend theories rely upon several assumptions to suggest whether the dividend policy affects the value of a company or not. However, many of these assumptions do not stand in the real world. They have been used only to simplify the situation and the theory.

For example, suppose the management of a particular company decides to cut down on the dividend payout and retain more of its earnings. According to the Walter model, this happens when the internal ROI is greater than the cost of capital of the company. However, in reality, this may not mean that it has better use of the funds in hand and can provide a higher ROI than its cost of capital. The company may be going through a tough phase and needs more finance. Moreover, many assumptions in the above models, such as that of constant ROI, cost of capital and absence of taxes, transaction costs, and floatation costs, do not hold ground in the real world. A perfect capital market rarely exists, and investment opportunities, as well as future profits, can never be certain.

Several theories have been proposed to explain the determinants and implications of dividend policy adopted by companies. These theories provide insights into why companies choose to pay dividends, how they make dividend decisions, and how these decisions impact shareholder wealth.

Each dividend theory provides a different perspective on the factors influencing dividend policy. While some theories emphasize investor preferences and signaling, others highlight the irrelevance of dividend decisions in a perfect market. In practice, companies often consider a combination of these theories, taking into account their financial situation, growth opportunities, and the preferences of their shareholder base when determining their dividend policies.

  1. Modigliani-Miller (MM) Propositions:

Developed by Franco Modigliani and Merton Miller, MM propositions argue that, in a perfect capital market, dividend policy is irrelevant. Investors are assumed to be indifferent between dividends and capital gains.

  • Propositions:
    • Dividend Irrelevance Proposition: The value of a firm is not affected by its dividend policy.
    • Homemade Dividends: Investors can create their desired cash flow by buying or selling shares, making dividend policy irrelevant.

  1. Bird-in-Hand Theory (Myron Gordon):

The Bird-in-Hand theory suggests that investors prefer receiving dividends today rather than waiting for uncertain capital gains in the future. The theory is associated with Myron Gordon.

  • Propositions:
    • Investors perceive certain dividends as more valuable than potential future capital gains.
    • Dividend payments provide investors with tangible returns and reduce uncertainty.

  1. Clientele Effect (John Lintner):

John Lintner proposed the clientele effect, suggesting that firms attract a specific group (clientele) of investors based on their dividend policy.

  • Propositions:
    • Companies tend to have a consistent dividend policy to cater to the preferences of their existing shareholder base.
    • Investors with different preferences self-select into firms that match their desired dividend profile.

  1. Signaling Theory (Myron Gordon and John Lintner):

Signaling theory suggests that firms use dividend policy to convey information to the market about their financial health and future prospects.

  • Propositions:
    • Companies with stable dividends signal financial stability and confidence in future earnings.
    • Dividend changes can convey positive or negative information about a company’s prospects.

  1. Residual Theory (Walter’s Model):

Proposed by James E. Walter, the residual theory suggests that a company should pay dividends from residual earnings after meeting its investment needs.

  • Propositions:
    • Dividends are paid from what remains after funding all acceptable investment opportunities.
    • It emphasizes the importance of maintaining a balance between retained earnings and dividends.

  1. Linter’s Model of Dividend Determination:

John Lintner expanded on his clientele effect work with a model that aims to explain how companies set their dividend policies over time.

  • Propositions:
    • Companies target a specific dividend payout ratio based on their earnings and stability.
    • Dividend changes are gradual and influenced by past dividends.

  1. Dividend Stability Theory (Gordon and Shapiro):

Building on the Bird-in-Hand theory, Gordon and Shapiro propose that investors prefer a stable dividend policy as it provides a reliable income stream.

  • Propositions:
    • Companies should establish and maintain a stable dividend payout to satisfy investor preferences.
    • Stable dividends contribute to investor confidence and loyalty.

  1. Tax Preference Theory:

The tax preference theory suggests that investors may prefer capital gains over dividends due to favorable tax treatment.

  • Propositions:
    • Capital gains may be more tax-efficient for investors than receiving dividends, especially in jurisdictions with preferential capital gains tax rates.
    • Investors might prefer companies that prioritize share price appreciation over dividends.
Management Notes

Some important provisions of Banking Regulation Act of 1949

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Different types of banks, such as commercial banks, cooperative banks, rural banks, and private sector banks exist in India. The Reserve Bank of India (RBI) is the governing body for regulating and supervising the banks. Banking Regulation Act, 1949 is an Act that provides a framework for regulating the banks of India. The Act came into force on 16th March 1949. This Act gives RBI the power to control the behaviour of banks. This Act was passed as Banking Companies Act, 1949. It did not apply to Jammu and Kashmir until 1956. This Act monitors the day-to-day operations of the bank. Under this Act, the RBI can licence banks, put ​​regulation over shareholding and voting rights of shareholders, look over the appointment of the boards and management, and lay down the instructions for audits. RBI also plays a role in mergers and liquidation.

Objectives of the Banking Regulation Act, 1949

  • To meet the demand of the depositors and provide them security and guarantee.
  • To provide provisions that can regulate the business of banking.
  • To regulate the opening of branches and changing of locations of existing branches.
  • To prescribe minimum requirements for the capital of banks.
  • To balance the development of banking institutions.

Provisons

  1. Prohibition of Trading (Sec. 8):

According to Sec. 8 of the Banking Regulation Act, a banking company cannot directly or indirectly deal in buying or selling or bartering of goods. But it may, however, buy, sell or barter the transactions relating to bills of exchange received for collection or negotiation.

  1. Non-Banking Assets (Sec. 9):

According to Sec. 9 “A banking company cannot hold any immovable property, howsoever acquired, except for its own use, for any period exceeding seven years from the date of acquisition thereof. The company is permitted, within the period of seven years, to deal or trade in any such property for facilitating its disposal”. Of course, the Reserve Bank of India may, in the interest of depositors, extend the period of seven years by any period not exceeding five years.

  1. Management (Sec. 10):

Sec. 10 (a) states that not less than 51% of the total number of members of the Board of Directors of a banking company shall consist of persons who have special knowledge or practical experience in one or more of the following fields:

(a) Accountancy;

(b) Agriculture and Rural Economy;

(c) Banking;

(d) Cooperative;

(e) Economics;

(f) Finance;

(g) Law;

(h) Small Scale Industry.

The Section also states that at least not less than two directors should have special knowledge or practical experience relating to agriculture and rural economy and cooperative. Sec. 10(b) (1) further states that every banking company shall have one of its directors as Chairman of its Board of Directors.

  1. Minimum Capital and Reserves (Sec. 11):

Sec. 11 (2) of the Banking Regulation Act, 1949, provides that no banking company shall commence or carry on business in India, unless it has minimum paid-up capital and reserve of such aggregate value as is noted below:

(a) Foreign Banking Companies:

In case of banking company incorporated outside India, aggregate value of its paid-up capital and reserve shall not be less than Rs. 15 lakhs and, if it has a place of business in Mumbai or Kolkata or in both, Rs. 20 lakhs.

It must deposit and keep with the R.B.I, either in Cash or in unencumbered approved securities:

(i) The amount as required above, and

(ii) After the expiry of each calendar year, an amount equal to 20% of its profits for the year in respect of its Indian business.

(b) Indian Banking Companies:

In case of an Indian banking company, the sum of its paid-up capital and reserves shall not be less than the amount stated below:

(i) If it has places of business in more than one State, Rs. 5 lakhs, and if any such place of business is in Mumbai or Kolkata or in both, Rs. 10 lakhs.

(ii) If it has all its places of business in one State, none of which is in Mumbai or Kolkata, Rs. 1 lakh in respect of its principal place of business plus Rs. 10,000 in respect of each of its other places of business in the same district in which it has its principal place of business, plus Rs. 25,000 in respect of each place of business elsewhere in the State.

No such banking company shall be required to have paid-up capital and reserves exceeding Rs. 5 lakhs and no such banking company which has only one place of business shall be required to have paid- up capital and reserves exceeding Rs. 50,000.

In case of any such banking company which commences business for the first time after 16th September 1962, the amount of its paid-up capital shall not be less than Rs. 5 lakhs.

(iii) If it has all its places of business in one State, one or more of which are in Mumbai or Kolkata, Rs. 5 lakhs plus Rs. 25,000 in respect of each place of business outside Mumbai or Kolkata? No such banking company shall be required to have paid-up capital and reserve excluding Rs. 10 lakhs.

  1. Capital Structure (Sec. 12):

According to Sec. 12, no banking company can carry on business in India, unless it satisfies the following conditions:

(a) Its subscribed capital is not less than half of its authorized capital, and its paid-up capital is not less than half of its subscribed capital.

(b) Its capital consists of ordinary shares only or ordinary or equity shares and such preference shares as may have been issued prior to 1st April 1944. This restriction does not apply to a banking company incorporated before 15th January 1937.

(c) The voting right of any shareholder shall not exceed 5% of the total voting right of all the shareholders of the company.

  1. Payment of Commission, Brokerage etc. (Sec. 13):

According to Sec. 13, a banking company is not permitted to pay directly or indirectly by way of commission, brokerage, discount or remuneration on issues of its shares in excess of 2½% of the paid-up value of such shares.

  1. Payment of Dividend (Sec. 15):

According to Sec. 15, no banking company shall pay any dividend on its shares until all its capital expenses (including preliminary expenses, organisation expenses, share selling commission, brokerage, amount of losses incurred and other items of expenditure not represented by tangible assets) have been completely written-off.

But Banking Company need not:

(a) Write-off depreciation in the value of its investments in approved securities in any case where such depreciation has not actually been capitalized or otherwise accounted for as a loss;

(b) Write-off depreciation in the value of its investments in shares, debentures or bonds (other than approved securities) in any case where adequate provision for such depreciation has been made to the satisfaction of the auditor;

(c) Write-off bad debts in any case where adequate provision for such debts has been made to the satisfaction of the auditors of the banking company.

Floating Charges:

A floating charge on the undertaking or any property of a banking company can be created only if RBI certifies in writing that it is not detrimental to the interest of depositors Sec. 14A. Similarly, any charge created by a banking company on unpaid capital is invalid Sec. 14.

  1. Reserve Fund/Statutory Reserve (Sec. 17):

According to Sec. 17, every banking company incorporated in India shall, before declaring a dividend, transfer a sum equal to 20% of the net profits of each year (as disclosed by its Profit and Loss Account) to a Reserve Fund.

The Central Government may, however, on the recommendation of RBI, exempt it from this requirement for a specified period. The exemption is granted if its existing reserve fund together with Securities Premium Account is not less than its paid-up capital.

If it appropriates any sum from the reserve fund or the securities premium account, it shall, within 21 days from the date of such appropriation, report the fact to the Reserve Bank, explaining the circumstances relating to such appropriation. Moreover, banks are required to transfer 20% of the Net Profit to Statutory Reserve.

  1. Cash Reserve (Sec. 18):

Under Sec. 18, every banking company (not being a Scheduled Bank) shall, if Indian, maintain in India, by way of a cash reserve in Cash, with itself or in current account with the Reserve Bank or the State Bank of India or any other bank notified by the Central Government in this behalf, a sum equal to at least 3% of its time and demand liabilities in India.

The Reserve Bank has the power to regulate the percentage also between 3% and 15% (in case of Scheduled Banks). Besides the above, they are to maintain a minimum of 25% of its total time and demand liabilities in cash, gold or unencumbered approved securities. But every banking company’s asset in India should not be less than 75% of its time and demand liabilities in India at the close of last Friday of every quarter.

  1. Liquidity Norms or Statutory Liquidity Ratio (SLR) (Sec. 24):

According to Sec. 24 of the Act, in addition to maintaining CRR, banking companies must maintain sufficient liquid assets in the normal course of business. The section states that every banking company has to maintain in cash, gold or unencumbered approved securities, an amount not less than 25% of its demand and time liabilities in India.

This percentage may be changed by the RBI from time to time according to economic circumstances of the country. This is in addition to the average daily balance maintained by a bank.

Again, as per Sec. 24 of the Banking Regulation Act, 1949, every scheduled bank has to maintain 31.5% on domestic liabilities up to the level outstanding on 30.9.1994 and 25% on any increase in such liabilities over and above the said level as on the said date.

But w.e.f. 26.4.1997 fortnight the maintenance of SLR for inter-bank liabilities was exempted. It must be remembered that at the start of the preceding fortnights, SLR must be maintained for outstanding liabilities.

  1. Restrictions on Loans and Advances (Sec. 20):

After the Amendment of the Act in 1968, a bank cannot:

(i) Grant loans or advances on the security of its own shares, and

(ii) Grant or agree to grant a loan or advance to or on behalf of:

(a) Any of its directors;

(b) Any firm in which any of its directors is interested as partner, manager or guarantor;

(c) Any company of which any of its directors is a director, manager, employee or guarantor, or in which he holds substantial interest; or

(d) Any individual in respect of whom any of its directors is a partner or guarantor.

Note:

(ii) (c) Does not apply to subsidiaries of the banking company, registered under Sec. 25 of the Companies Act or a Government Company.

  1. Accounts and Audit (Sees. 29 to 34A):

The above Sections of the Banking Regulation Act deal with the accounts and audit. Every banking company, incorporated in India, at the end of a financial year expiring after a period of 12 months as the Central Government may by notification in the Official Gazette specify, must prepare a Balance Sheet and a Profit and Loss Account as on the last working day of that year, or, according to the Third Schedule, or, as circumstances permit.

At the same time, every banking company, which is incorporated outside India, is required to prepare a Balance Sheet and also a Profit and Loss Account relating to its branch in India also. We know that Form A of the Third Schedule deals with form of Balance Sheet and Form B of the Third Schedule deals with form of Profit and Loss Account.

It is interesting to note that a revised set of forms have been prescribed for Balance Sheet and Profit and Loss Account of the banking company and RBI has also issued guidelines to follow the revised forms with effect from 31st March 1992.

According to Sec. 30 of the Banking Regulation Act, the Balance Sheet and Profit and Loss Account should be prepared according to Sec. 29, and the same must be audited by a qualified person known as auditor. Every banking company must take previous permission from RBI before appointing, re­appointing or removing any auditor. RBI can also order special audit for public interest of depositors.

Moreover, every banking company must furnish their copies of accounts and Balance Sheet prepared according to Sec. 29 along with the auditor’s report to the RBI and also the Registers of companies within three months from the end of the accounting period.

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