Garima Maheshwari Mba - Reui Semester - I

GARIMA MAHESHWARI
MBA REUI
SEMESTER - I
DECLARATION
I, Ms. GARIMA MAHESHWARI declare that this project report is the record of
genuine work carried out by me under the guidance of assistant professor Mr.
Kinshuk Saurabh of RICS SCHOOL OF BUILT ENVIRONMENT, AMITY
UNIVERSITY during the period from 25/08/14 to 07/11/14.
GARIMA MAHESHWARI
MBA - REUI
1 | Page
ACKNOWLEGEMENT
I want to acknowledge with sincere appreciation the Authority of my college
(RICS School of Built Environment, Amity University) for giving me this
opportunity to learn and understand the concept of Corporate Governance. Im
thankful to my Guide Mr.Kinshuk Saurabh, whose guidance and support led to
the completion of this project. Im also thankful to all those who supported me in
any respect during the completion of the project.
Thanking You
GARIMA MAHESHWARI
2 | Page
TABLE OF CONTENTS
1
OBJECTIVES OF THE PROJECT.............................................................4
SCOPE.....................................................................................................5
INTRODUCTION.....................................................................................6
3.1
CORPORATE GOVERNANCE IN INDIA......................................................6
CORPORATE GOVERNANCE OF A REAL-ESTATE INDUSTRY...............

4.1
BENEFITS OF CORPORATE GOVERNANCE..............................................9
4.2
IMPORTANCE OF CORPORATE GOVERNANCE.....................................10
5 THE ROLE OF SEBI IN CORPORATE GOVERNANCE. .Error! Bookmark not

defined.
6
CLAUSE 49 OF THE LISTING AGREEMENT..........................................10
CASE STUDY ON SOBHA DEVELOPERS LIMITED................................11
7.1
INTRODUCTION..........................................................................................11
7.2
BOARD OF DIRECTORS..............................................................................11
7.3
COMMITTEES OF THE BOARD.................................................................12
7.4
QUALITY AND EFFECTIVENESS OF CORPORATE GOVERNANCE......12
METHODOLOGY...................................................................................13
9 TABLE 1: EVALUATION OF GOVERNANCE STANDARD OF SOBHA

DEVELOPERS FOR THE YEAR (2012 2013).............................................15
10 TABLE 2: EVALUATION OF GOVERNANCE STANDARD OF SOBHA
DEVELOPERS FOR THE YEAR (2013 2014).............................................18
11 CONCLUSION.......................................................................................22
12 LEARNINGS..........................................................................................23
13 WEEKLY PROGRESS REPORT ... 25
14 REFERENCES....................................................................................3536
3 | Page
OBJECTIVES OF THE PROJECT

The main objective of my project on the topic Corporate Governance of a Real
Estate Company is to study corporate governance concept, importance and
benefits of it as with the globalization which resulted as the main cause of
emergence of good governance in India and develop an index on the corporate
governance of SOBHA Developers Ltd., based on the norms given in Listing
Agreement ( Clause 49 ).
4 | Page
SCOPE
This report is an initiative to identify, explore and study corporate governance in
real estate companies. The report aims to evaluate the corporate governance of
SOBHA DEVELOPERS Ltd., based on the annual reports of the year 2012-2013
and 2013-2014. The performance of the company in terms of corporate
governance proposed by me is an attempt to configure the current compliance
with the corporate governance guidelines as stipulated under various clauses of
the Listing Agreement.
5 | Page
INTRODUCTION
CORPORATE GOVERNANCE IN INDIA
Corporate governance is one of the major issue in corporate boardrooms and
governments around. Corporate scenario of India was stagnant till the early 90s.
After the liberalization in 1990s, Indias corporate sectors goals and position has
changed a lot. In terms of the market capitalization, India is one of the largest
market which has emerged with around 20 million stakeholders.
On 18 December 2012, a Companies Bill by Lok Sabha was passed which includes
new provisions to improve the governance of many public companies.
A Clause 49 was introduced by SEBI which stands for Securities Exchange Board
of India in the Listing Agreement of India (2000-2001), because of which the
companies which are listed started accepting the corporate governance concept.
The clause made by SEBI was based on Kumara Mangalam Birla Committee.
SEBI to improve and evaluate the practices which were existing at that time, a
committee was set up which was under Mr. N.R. Narayana Murthy chairmanship.
The recommendations proposed by the committee faced various protests and
representations by the industry, pressurizing SEBI to reconsider them.
SEBI again presented the Clause 49 which was reviseed on 29th October 2004,
implemented by the year end (2004-2005). Provisions of Company Act, 1956 also
regulate corporate governance.
The Securities and Exchange Board of India (SEBI), which is a market regulator
passed a paper recently on the "Review of Corporate Governance" conducting a
larger debate on the issue of corporate governance. The paper suggests that the
chairmans role and role of chief executive should be splitted, reasons for the
resignation of Independent director from office should be disclosed, and
independent directors appointment term should be limited. SEBI makes sure
that these proposals of corporate governance are regulated in the market.
To attract foreign investment corporate governance is improved in India.
Shareholder diversity is slowly increasing in some companies because of foreign
investment. Creation of New regulatory institutions, strengthening of existing
institutions and adoption of hybrid approaches but, the Anglo-Saxon model could
be a beneficial foundation.
Indian companies who are competing globally for accessing capital markets, are
finding that it is essential to have the ability to benchmark against world-class
organizations. Due to the emerging of Indian corporations on the world stage
they are discovering that the old ways of doing business are not sufficient and will
not be successful in such a fast-paced global environment.
6 | Page
CORPORATE GOVERNANCE OF A REALESTATE INDUSTRY

Corporate governance is defined as the set of processes, policies, customs and
laws that affects the manner in which a company is directed, or controlled.
Relationships among many shareholders and stakeholders are also involved in
corporate governance and the objectives for which the governance is done for a
corporation.
Three key constituents of corporate governance are:
The Shareholders
The Directors of Board
The Management.
There are many other stakeholders who include employees, competitors,

creditors, suppliers, regulators, customers, and the large amount of community.
The corporate governance concept identifies the roles, responsibilities and rights
of stakeholders within the company. Corporate governance emphasizes on the
management of the company like its accountability, fairness and transparency by
its Board, in order to achieve long term prosperity for all its stakeholders.
It provides strategic decision which ensures that the objectives are achieved by
defining some set of responsibilities and practices which are exercised by
executive management and board, provided risks are managed properly and
verifying that resources of the organizations are responsibly used. Issues such as
structures of board and their roles, internal controls and remuneration of
executives
The structure of corporate governance includes the association between the
management of the company, owners, creditors, suppliers, employees, clients and
various other stakeholders. Corporate governance include issues about how
major policy decisions are made in business corporation, how the process can be
influenced by various stakeholders, and what standards of performance are
applicable.
Nowadays real estate is a global business and the issue of corporate governance is
important for international investors, occupiers, lenders and developers all
around the world. Corporate governance for a Real estate industry is considered
as an important opportunity worldwide to enhance their reputation and for
becoming professional.
Major issues of concern for Real estate companies are :
standardized property valuation
transparency
7 | Page
executive compensation
board members qualification
Corporate rating.
Four important mechanisms of governance which are considered to improve the

overall state of companys corporate governance.
These corporate governance mechanisms are:
(1) Board of Directors,
(2) Ownership Structure,
(3) Audit Committee
(4) Auditor.
(1) The Board of Directors

The board of directors is one of the important mechanisms in relating the
interests of managers and shareholders. A typical board of modern corporations
consists of executive (inside) directors who are full time employees of the
company and non-executive (outside) directors who do not have any executive
responsibilities and play an advisory role. The outside directors are generally
further classied as aliated directors who are former company o cers,
relatives of the company ocers, or those who have existing business
relationships with the company such as investments bankers and lawyers and
non-aliated directors who are outside directors with no such a liation.
(2) The Ownership Structure

The ownership structure of a publicly held corporation is one of the internal
mechanisms of corporate governance. While the ownership and control structure
of a rm is the source of agency costs in rms and is at the root of all corporate
governance problems, the literature on ownership as a governance mechanism
focuses on how the ownership structure per se, i.e., stock ownership by di erent
shareholders, can separately or in conjunction mitigate agency costs in a rm.
(3) The Audit Committee

The audit committee is an important governance mechanism which makes sure
that a company produces information which is reliable, relevant, desirable and
adequate so that it can be used by investors and independent observers to judge
the companys performance. The audit committee ensures that the external
auditor receives all the necessary information that are required to carry out the
8 | Page
audit process independently and eectively and that the functioning of the
external auditor is not subjected to the pulls and pressures of the inside
management. The scope of audit and terms of engagement of the external auditor
is set by the audit committee and continually monitors its functioning and
progress.
(4) The Auditor

Auditors scrutinize and verify the accounts and approve that the nancial
statements are prepared in accordance to the prescribed principles and that the
accounts are free from material misstatements and give a clear and fair view of
the nancial status of the company. In discharging its functions, the auditor
veries and certies that the information produced by the company are in
accordance with the various disclosure statutes prescribed under the countries
legal framework and are in accordance to the accounting and auditing standards
prescribed by the regulators. It ensures that various management assumptions
regarding the recognition of revenue and expenses are in conformity with the
established procedures and standards.
BENEFITS OF CORPORATE
GOVERNANCE
Reduces risk a review risk mechanism is provided which helps to reduce

the fraud risk.
Stimulates performance clear accountability and effective links are
instituted between performance and rewards.
Improves access to capital markets- corporate governance is seen as
protecting shareholders rights.
Improvement in the goods & services marketabilty.
Demonstrating transparency & social accountability
9 | Page
IMPORTANCE OF CORPORATE
GOVERNANCE
Board of Directors accountability & their responsibilities to the

shareholders.
Transparency
Provides clarity to enhance accountability in responsibilities.
Quality and ability of Directors.
Checks & maintain balances in the governance process.
CLAUSE 49 OF THE LISTING

AGREEMENT
Independent Directors - 1/3 to which depends on the chairman of the board
that whether he is in a executive or non - executive position.
Non-Executive Directors - The total term is limited now to three terms of each
three years of office for non-executive directors.
Directors of the Board The board frames a conduct code for all the board
members and senior management and everybody have to agree with the code
annually.
Audit Committee - Financial statements and the draft audit report of
management discussion, financial condition analyses and operations result of
compliance with laws and risk management .
Whistleblower Policy - This policy should be communicated between all the
employees and protection of whistleblowers from unfair treatment.
Subsidiary Companies - 50% non-executive directors & 1/3 & independent
directors which depends on the chairman position whether it is non-executive or
executive.
Disclosures - Contingent liabilities.
10 | P a g e
CASE STUDY ON SOBHA DEVELOPERS

LIMITED
INTRODUCTION
Sobha Developers Ltd founded in 1995, is an Indian multinational Real
estate developer with its headquarters in Bangalore, India engaged in the
construction business, sale, housing projects, commercial premises and other
related development activities. The Company is also involved in manufacturing
activities like interiors, products of concrete, glazing and metal works, providing
backward integration. Residential and contractual projects are mainly focused by
the company.
Sobha Developers Ltd is one of the largest and only backward integrated real
estate players in the country. Since inception, the Company have always tried to
achieve benchmark quality, customer centric approach, robust engineering, inhouse research, uncompromising business ethics, timeless values and
transparency in all spheres of business conduct, which have contributed in
making it a preferred real estate brand in India.
(Source: Sobha developers annual-report-2012-2013)
BOARD OF DIRECTORS
Anup Shah
Independent Director
Non Executive
Dr.S.K. Gupta
Non Executive
Ravi PNC Menon
Chairmen
Executive
J.C. Sharma
Vice Chairman & Managing Director
Executive
M.Damodaram
Non Executive
R.V.S. Rao
Non Executive
P Ramakrishnan
Deputy Manging Director
Executive
(SOURCE: ANNUAL REPORT OF SOBHA DEVELOPERS LTD. 2013-2014)
11 | P a g e
COMMITTEES OF THE BOARD
Audit Committee
Stakeholders Relationship Committee
Nomination, Remuneration and Governance Committee
Risk Management Committee
Corporate Social Responsibility Committee
Share Transfer Committee
(SOURCE: ANNUAL REPORT OF SOBHA DEVELOPERS LTD. 2013-2014)
QUALITY AND EFFECTIVENESS OF

CORPORATE GOVERNANCE
Corporate Governance is necessary but not sufficient for success. Bad governance
can ruin a company but cannot on its own ensure success hence the need for
enterprise governance.So for the evaluation of the standard and quality of
corporate governance of the company, considering all the relevant conditions of
corporate governance stipulated by clause 49 of the Listing Agreement as well as
provisions of the Companies Act, 1956.
The Sobha Developers endeavours to imbibe the best in Corporate Governance
practices and has adopted a comprehensive Corporate Governance policy. Sobha
is in compliance with the Corporate Governance guidelines as stipulated under
various clauses of the Listing Agreement entered into with stock exchanges .
(Source: www.sobha.com )
12 | P a g e
METHODOLOGY
The working method used here for the evaluation of the standard and quality of
corporate governance has considered all the relevant conditions of corporate
governance stipulated by Clause 49 of the Listing Agreement as well as provisions
of the Companies Act, 1956. In order to ascertain how far a company is compliant
of governance standard, a point value points has been provided to these
conditions according to their importance.
Although this method is subjective having its own limitations, it helps us to pin
point the quality and effectiveness of corporate governance with points assign to
important parameters of governance. Accordingly the company is awarded some
points on some parameters, which constitutes the governance process in
company. These key governance parameters are selected on a 90 point scale .
(source: Ms. Neelam Bhardwaj1 CMA Dr. Batani Raghavendra Rao2. Corporate
Governance Practices In India - A Case Study)
SELECTED KEY GOVERNANCE PARAMETERS
Key governance
parameters
Points assigned
Statement of companys philosophy on

code of governance
Structure and strength of the board
Chairmen and CEO duality
Disclosure of tenure and age limit of

directors
Disclosure of definition on Independent
director, financial expert, and selection
criteria of board members including
independent directors
Post-board meeting follow-up system
and compliance of the board procedure
Appointment of lead independent
director
Disclosure of other provisions as to
boards and committee
Disclosure of remuneration policy and
remuneration of directors
Board committee
13 | P a g e
2
5
2
2
1
2
25
Disclosure and transparency
19
General body meetings
Means of communication, and general

shareholder information
Compliance of corporate governance

and auditors certificate
10
Disclosure of stakeholders interest
10
TOTAL
90
(Source : Corporate Governance Practices In India - A Case Study)
Out of 90 points, 64 points have been assigned to four parameters,

I)
II)
III)
IV)
Various board committees ( 25 points )

Disclosure and transparency ( 29 points )
Compliance of corporate governance and auditors ( 10 points )
Disclosure of stakeholders interests ( 10 points )
These are very important parameters for assessing quality and effectiveness of
corporate governance system in a company.
After determining total score based on the parameters mentioned, company is
graded on a five- point scale.
SCORE RANGE
76 90
61 75
46 60
31 45
Below 31
14 | P a g e
RANK
Excellent
Very Good
Good
Average
Poor
TABLE 1: EVALUATION OF
GOVERNANCE STANDARD OF SOBHA
DEVELOPERS FOR THE YEAR (2012
2013)
Governance Parameters
Points
Gained
Points
Assigned
1. Statement of companys philosophy on code of governance.
2. Structure and strength of the board.
3. Chairman and CEO duality

Promoter executive chairman cum MD/CEO
Non-promoter executive chairman cum MD/CEO
Promoter non-executive chairman
Non-promoter non-executive chairman
Non-executive independent chairman
4. Disclosure of tenure and age limit of directors
5. Disclosure of
Definitions of Independent director
Definitions of financial expert
Selection criteria of board of directors including
6. Post-board meeting follow-up system and compliance of the
board procedure
7. Appointment of lead independent director
8. Disclosure of other provisions as to the boards and
committees.
9. Disclosure of
a) Remuneration policy
b) Remuneration of directors
10. Board Committees
a) Audit committee
Transparency in composition of audit committee
Compliance of minimum requirement of the

number of independent directors in the
committee.
15 | P a g e
5
1
2
3
0
1
2
1
2
0
1
8
1
1
0
1
number of meetings of the committee.

Information about literacy and expertise of
committee members
Information about participation of head of
finance, statutory auditor and chief internal
auditor in the committee meeting
Disclosure of audit committee charter and terms
of reference
Publishing of audit committee report
b) Remuneration/Compensation committee
Formation of the committee
Information about number of committee

meetings

number of non-executive directors in the
committee.
Compliance of the provision of independent

directors chairman of the committee.
Information of all members participation in the

committee meeting
Publishing of committee report

c) Shareholders/Investors grievance committee
Transparency in compostion of the committee
Information about nature of complaints and

queries received and disposed itemwise

meetings
Information about action taken and

investors/shareholders survey

d) Nomination committee
Publishing of committee charter and report

e)
f)
g)
h)
Health safety and environment committee

Ethics and compliance committee
Investment committee
Share transfer committee
11. Disclosure and transparency
16 | P a g e
1
1
0
1
1
1
1
1
1
1
5
1
0
0
0
0
0
0
0
0
0
1
1
1
1
1
19
Significant related party transactions having potential

conflicts with the interest of the company.
Non-compliance related to capital market matters
during last three years.
Accounting treatment
Board disclosure Risk Management
Information to the board on risk management
Publishing of risk management report
2
1
Management discussion and analysis
Shareholders information :
Appointment of new director/reappointment of

retiring directors
Quarterly results and presentation
Share transfer
Directors responsibility statement
Shareholder rights
Audit qualification
12. General body meetings

a) Location and time of general meetings held in last three
years.
b) Details of special resolution passed in the last three
AGMs/EGMs
c) Details of resolution passed last year through postal
ballot including the name of conducting official and
voting procedure
13. Means of communications and general shareholder
information
14. Compliance of corporate governance and auditors
certificate
a) Clean certificate from auditors
b) Qualified certificate from auditors
15. Disclosure of stakeholders interests
a) Environment ,Health, and safety measures (EHS)
b) Human resource development initiative (HRD)
c) Corporate social responsibility (CSR)
d) Industrial Relation (IR)
e) Disclosure of policies on EHS, HRD, CSR and IR
17 | P a g e
0
0
1
0
2
2
3
1
1
1
2
2
10
10
10
0
0
0
0
0
TOTAL
51
90
According to the evaluation of governance standard based on certain parameters

Sobha Developers scored 51 points out of 90 in the year 2012 - 2014
TABLE 2: EVALUATION OF
GOVERNANCE STANDARD OF SOBHA
DEVELOPERS FOR THE YEAR (2013
2014)
Governance Parameters
1. Statement of companys philosophy on code of governance.
2. Structure and strength of the board.
3. Chairman and CEO duality
Promoter executive chairman cum MD/CEO
Non-promoter executive chairman cum MD/CEO
Promoter non-executive chairman
Non-promoter non-executive chairman
Non-executive independent chairman
4. Disclosure of tenure and age limit of directors
5. Disclosure of
Definitions of Independent director
Definitions of financial expert
Selection criteria of board of directors including
Points
Gained
2
Points
Assigned
2
2
5
2
3
1
0
1
6. Post-board meeting follow-up system and compliance of the

board procedure
7. Appointment of lead independent director
8. Disclosure of other provisions as to the boards and

committees.
9. Disclosure of
18 | P a g e
c) Remuneration policy
d) Remuneration of directors
10. Board Committees
i) Audit committee
Transparency in composition of audit committee

number of independent directors in the
committee.

number of meetings of the committee.
Information about literacy and expertise of

committee members
Information about participation of head of

finance, statutory auditor and chief internal
auditor in the committee meeting
Disclosure of audit committee charter and terms

of reference
Publishing of audit committee report

j) Remuneration/Compensation committee

meetings

number of non-executive directors in the
committee.
Compliance of the provision of independent

directors chairman of the committee.
Information about participation of all members

in the committee meeting

k) Shareholders/Investors grievance committee
Transparency in compostion of the committee
Information about nature of complaints and

queries received and disposed itemwise

meetings
Information about action taken and
19 | P a g e
0
1
8
1
1
1
1
1
2
1
1
1
1
1
0
5
1
1
1
investors/shareholders survey
l) Nomination committee
Publishing of committee charter and report
0
0
1
1
m) Health safety and environment committee

n) Ethics and compliance committee
o) Investment committee
p) Share transfer committee
11. Disclosure and transparency
Significant related party transactions having potential
conflicts with the interest of the company.
Non-compliance related to capital market matters

during last three years.
1
19
2
Accounting treatment
Board disclosure Risk Management
Information to the board on risk management
Publishing of risk management report
Management discussion and analysis
Shareholders information :
Appointment of new director/reappointment of

retiring directors
Quarterly results and presentation
Share holders
Directors responsibility statement
Shareholder rights
Audit qualification
20 | P a g e
2
1
0
1
0
2
2
12. General body meetings

d) Location and time of general meetings held in last three
years.
e) Details of special resolution passed in the last three
AGMs/EGMs
f) Details of resolution passed last year through postal
ballot including the name of conducting official and
voting procedure
13. Means of communications and general shareholder
information
14. Compliance of corporate governance and auditors
certificate
c) Clean certificate from auditors
d) Qualified certificate from auditors
15. Disclosure of stakeholders interests
f) Environment ,Health, and safety measures (EHS)
g) Human resource development initiative (HRD)
h) Corporate social responsibility (CSR)
i) Industrial Relation (IR)
j) Disclosure of policies on EHS, HRD, CSR and IR
TOTAL
3
1
1
1
2
10
10
10
2
2
2
2
69
90
According to the evaluation of governance standard based on certain parameters

Sobha Developers Limited scored 69 points out of 90 in the year 2012 - 2014.
By taking the average of total points of both the years,
69+ 51
2
= 60 points
21 | P a g e
CONCLUSION
So according to five point scale of working method1
Score Range
Grade
76 90
61 75
46 60
31 45
Below 31
Excellent
Very Good
Good
Average
Poor
Compliance of corporate governance in Sobha Developers Ltd shows a good

performance in implementing norms in their company.
But they should follow more of the norms under Clause 49 to come under Very
Good or Excellent category of the index because corporate governance is a way of
life and not a set of rules, a way of life that necessitates talking into account the
stakeholders interest in every business decision. A companys most valuable
asset is goodwill it enjoys with its stakeholders and institutional investors are
willing to pay 20% more on average for companies with a good governance
record.
1 Working method is a suggested method for examining the quality and effectiveness of
Corporate Governance by Subhash Chandra Das in his book Corporate Governance in India - An
Evaluation which considered all the relevant conditions of corporate governance stipulated by
Clause 49 of the Listing Agreement as well as provisions of the Companies Act, 1956.
22 | P a g e
LEARNINGS
Corporate governance in a real estate industry is an important issue for investors,
occupiers, lenders and developers. Major issues include standardization of
property valuation, transparency, and compensation of executives, qualification
of board of members, relationships of investors, rating of corporate and appraisal
of the board.
Corporate governance should be considered as an important opportunity for real
estate industries to improve and enhance their reputation and to become a lot
more professional.
Indian corporations like Sobha developers Ltd., which is an Indian
multinational Real estate developer are emerging on the world stage and
discovering that the old ways of doing business are no longer sufficient to achieve
success in such a fast-paced global environment.
23 | P a g e
NTCC Weekly Progress Report
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: CORPORATE GOVERNACE IN A REAL ESTATE INDUSTRY
:1
Objective of the week
To study the concept of corporate governance.

Work Done This week :
Studied the concept of corporate governance and importance of it.
Student Signatures : GARIMA MAHESHWARI
Faculty Guide Remarks
24 | P a g e
Faculty Guide Signatures

Note:
Email weekly report to your Faculty Guide
This report should be attached to the Project Report and should form part of
Internal Evaluation
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
:2

Studied the components of corporate governance.

Note:
Internal Evaluation
25 | P a g e
NTCCWeekly Progress Report
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
:3

Studied the history of corporate governance and corporate governance in India.

Note:
Internal Evaluation
26 | P a g e
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
:4
To study the concept of corporate governance and corporate governance index.

Studied the method for the development of corporate governance index.

Note:
Internal Evaluation
27 | P a g e
Name
GARIMA MAHESHWARI
Enrollment No.
Program
Organisation
Project description
Week number
: 060
: MBA REUI
: RICS SBE
:5
To study the concept of corporate governance and corporate governance index.

Studied the history of corporate governance.
The Issues in Corporate Governance
Objectives of Corporate Governance
The importance of corporate governance in any Industry.
Key principles and Benefits of Good Corporate Governance System.
Professionalization of Corporate Governance.

Note:
Internal Evaluation
Name
Enrollment No.
Program
Organisation
28 | P a g e
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
Project description
Week number

:6
To study the financial statement of Sobha Developers Ltd.

Studied annual reports of last three years of Sobha Developers and corporate governance
of the same.

Note:
Internal Evaluation
Name
Enrollment No.
Program
Organisation
Project description
Week number
29 | P a g e
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
:7
To relate the companys adoption of corporate governance with SEBI regulations and
Clause 49.
Studied SEBI regulations and clause 49 of corporate governance.

Note:
Internal Evaluation
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
:8

To study the concept of giving scores through corporate governance standards and
understand.
Studied the working method for the evaluation of corporate governance of a company
based on certain parameters.
30 | P a g e

Note:
Internal Evaluation
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
:9
.
To make the table of evaluation of governance standards for Sobha Developers Ltd.
Studied governance standards for the evaluation of table for corporate governance of
Sobha Developers and presented the table to the faculty.
31 | P a g e

Note:
Internal Evaluation
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: 10

To submit the final draft report for the Corporate Governance of Sobha Developers Ltd.
Submitted the final draft report for Sobha Developers Group and discussed with the
faculty about the same.
32 | P a g e

Note:
Internal Evaluation
Name
Enrollment No.
Program
Organisation
Project description
Week number
GARIMA MAHESHWARI
: 060
: MBA REUI
: RICS SBE
: 11

To discuss for final submission.
Finalized the report and discussed with the faculty for final submission.

Note:
33 | P a g e
Internal Evaluation
34 | P a g e
REFERENCES
www.nfcg.india.org/
www.Business.gov.in/corporate governace
www.nfcg.india.org/
www.sobha.com
http://www.sebi.gov.in
Jayati Sarkar, Subrata Sarkar and Kaustav Sen. A Corporate Governance

Index for Large Listed Companies in India
Corporate Governance in India : Regulations and Enactments.
M.H.M.Faizer. History of Corporate Governance.
Ms. Neelam Bhardwaj1 CMA Dr. Batani Raghavendra Rao2. Corporate

Governance Practices In India - A Case Study.
Sarath Nair, Shivani Patel and Dipti Thakkar. Corporate Governance in

India and SEBI Regulations.
Shelly Corporate Governance.
Subhash Chandra Das. Corporate Governance in India - An Evolution.
35 | P a g e

Garima Maheshwari Mba - Reui Semester - I

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Garima Maheshwari Mba - Reui Semester - I

Uploaded by

Copyright:

Available Formats

GARIMA MAHESHWARI

OBJECTIVES OF THE PROJECT.............................................................4

CORPORATE GOVERNANCE IN INDIA......................................................6

CORPORATE GOVERNANCE OF A REAL-ESTATE INDUSTRY...............

BENEFITS OF CORPORATE GOVERNANCE..............................................9

IMPORTANCE OF CORPORATE GOVERNANCE.....................................10

5 THE ROLE OF SEBI IN CORPORATE GOVERNANCE. .Error! Bookmark not

CLAUSE 49 OF THE LISTING AGREEMENT..........................................10

CASE STUDY ON SOBHA DEVELOPERS LIMITED................................11

COMMITTEES OF THE BOARD.................................................................12

QUALITY AND EFFECTIVENESS OF CORPORATE GOVERNANCE......12

9 TABLE 1: EVALUATION OF GOVERNANCE STANDARD OF SOBHA

OBJECTIVES OF THE PROJECT

CORPORATE GOVERNANCE OF A REALESTATE INDUSTRY

There are many other stakeholders who include employees, competitors,

Four important mechanisms of governance which are considered to improve the

(1) The Board of Directors

(2) The Ownership Structure

(3) The Audit Committee

(4) The Auditor

Reduces risk a review risk mechanism is provided which helps to reduce

Board of Directors accountability & their responsibilities to the

CLAUSE 49 OF THE LISTING

CASE STUDY ON SOBHA DEVELOPERS

Ravi PNC Menon

Vice Chairman & Managing Director

Deputy Manging Director

(SOURCE: ANNUAL REPORT OF SOBHA DEVELOPERS LTD. 2013-2014)

COMMITTEES OF THE BOARD

(SOURCE: ANNUAL REPORT OF SOBHA DEVELOPERS LTD. 2013-2014)

QUALITY AND EFFECTIVENESS OF

SELECTED KEY GOVERNANCE PARAMETERS

Statement of companys philosophy on

Disclosure of tenure and age limit of

Disclosure and transparency

General body meetings

Means of communication, and general

Compliance of corporate governance

Disclosure of stakeholders interest

(Source : Corporate Governance Practices In India - A Case Study)

Out of 90 points, 64 points have been assigned to four parameters,

Various board committees ( 25 points )

1. Statement of companys philosophy on code of governance.

2. Structure and strength of the board.

3. Chairman and CEO duality

Transparency in composition of audit committee

Compliance of minimum requirement of the

Compliance of minimum requirement of the

number of meetings of the committee.

Formation of the committee

Information about number of committee

Compliance of minimum requirement of the

Compliance of the provision of independent

Information of all members participation in the

Publishing of committee report

Transparency in compostion of the committee

Information about nature of complaints and

Information about number of committee

Information about action taken and

Publishing of committee report

Formation of the committee

Publishing of committee charter and report

Health safety and environment committee