Professional Documents
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Research Project
Research Project
Research Project
Thanking You
Neerja Gandhi
Krishnadevi Shetty
Shantanu Sohoni
On the very outset of this report, we would like to extend our sincere & heartfelt obligation
towards all the personages who have helped us in this endeavor. Without their active guidance,
help, cooperation & encouragement, we would not have made headway in the project.
We are grateful to our institute, Mukesh Patel School of Technology Management and
Engineering and the SVKM’s NMIMS University for making the Research Project an integral
part of the MBA Tech. course. The program acts as an interface between the students and
research, as a separate discipline in itself.
It was only because of constant assistance and guidance of Prof. Dasika Chaitanya Ma’am that
we were able to complete our research project.
We would thank our faculty mentor, Dasika Ma’am for constantly guiding us through our project
and always being available, sparing time from her busy schedule as well as evaluating our
project and helping me understand the finer nuances.
Any omission in this brief acknowledgement does not mean lack of gratitude.
Thanking You
Neerja Gandhi
Krishnadevi Shetty
Shantanu Sohoni
Sr Particulars Pg.
no. no
1 Abstract 5
2 Introduction 6
4 Research Methodology 10
8 Reference 37
9 Appendix 39
During the course of this research, we analyzed that, for the various Stakeholders (Shareholders,
Employees, and Customers etc.) of an FMCG Company, the Corporate Disclosure requirements
are different depending on the stake they hold in the business. For Shareholders, it might be
profit margins; Employees will be interested in measures taken to ensure their benefits; while
Customers would want a company to disclose their level of compliance to product quality
standards. Hence even perception of efficiency, of a company (in terms of performance) changes
with Stakeholders. Furthermore, they all seem to regard the importance of quality disclosures,
rather than quantity.
Through this paper, we have tried to relate performance of 30 FMCG companies of India, with
respect to their levels of disclosures.
A. Background of Study
Efficiency should include a series of dimensions of overall importance, whose structure should
be demanding in the sense that, it should have competence-related content. Companies which are
called “efficient” will only then be able to determine if they actually are presently and will
continue to be efficient in the future, and that such efficiency is measured with respect to
relevant competitors. Also, given the predominant role of private enterprise in modern society,
the concept of Social Welfare, which is the backbone of any society, is going to be strongly
attributed to Business Efficiency.
On these assumptions, the relevant question is: when can a company be said to be efficient?
Disclosure, either voluntary or mandatory, has the virtue to reduce information asymmetries and
of allowing effective control of managers, and (re-)establishing good governance within the
organisation. These information asymmetries cause conflicts between those who are commonly
called insiders (managers and majority shareholders) and, those who are termed as the outsiders
(minority shareholders, creditors, and other stakeholders).
C. Purpose/Objective :
1. Understand parameters of Corporate Disclosure
2. Understand parameters of Organizational efficiency
3. Stakeholder perception on Organizational efficiency
4. Indentifying the variables
5. Construct disclosure scorecard
6. Check and understand the impact of Disclosure Index on Organizational Efficiency
The theoretical distinction between efficiency and effectiveness as aspects of performance has
operational implications (Kotabe, 1998). Efficiency refers to the internal functioning of an
organization and generally, has been considered to be best represented through some ratio of
inputs to outputs (Chamberlain, 1968). In most business firms, this ratio is approximated by the
profit margin (Lenz, 1978). In the systems framework of Katz and Kahn (1978), effectiveness is
represented by the firm’s ability to relate to its environment, particularly in regard to the
acquisition of scarce resources.
Our attention is focused upon the relationships between size, structure and organizational
performance, specifically economic measures of efficiency.
Weber posed a sociological question dealing with the consequences of bureaucratic structure:
"Whether or not (the) structural principles in turn release specific economic effects, and if so,
what effects."
Some propositions of the basic model based on the size of the firm
1. Large size promotes structural differentiation.
2. The higher the centralization, the higher the formalization. The higher the formalization,
the higher the efficiency.
3. The higher the complexity, lower the centralization. The higher the centralization, the
higher the efficiency
4. The higher the complexity, the lower the formalization. The higher the complexity ,the
lower the efficiency
The remaining propositions of the basic model concern the relationship of stratification to other
variables within the organization.
5. The higher the stratification, the lower the complexity.
6. The higher the centralization, the higher the stratification. The higher the stratification, the
higher the formalization.
7. The higher the stratification, the higher the efficiency
Bauwhede and Willekens (2008) investigated the impact of governance related variables on the
CG disclosure of different European firms. This study used a new variable of accruals along with
other governance variables. The result showed that the disclosure level increases with the
accruals while the same is decreases with the director’s ownership and CEO duality Ho and
Wong (2001) analyzed the impact of different governance related variables on the disclosure
level of Hong Kong firms. The variables relating to the firm characteristics are also included in
the study. Their results revealed that the board dominance and family ownership negatively
affect the CG disclosure while it is positively affected by audit committee and board
independence.
Collett and Hrasky (2005) attempted to analyze the CG disclosure determinants in the context of
Australian firms. The study primarily focused on the impact of firm characteristics (size,
leverage, ROA etc.) on the disclosure level.
Eng and Mark (2003) study revealed that block holders and government ownership cause to
increase the disclosure level. This result was not supported by previous studies. Furthermore the
firm size, market to book value ratio and ROA were found to be positively related with CG
disclosure.
Mallin and Ow-Yong (2012) focused on analyzing the CG disclosure determinants of the listed
firms of UK. The study reported a positive impact of board size and board independence on GC
disclosure while a negative impact of gearing and director’s ownership was reported.
Benefits of disclosure for shareholders
Shareholder value creation
Improvement in information held by third parties
Investors’ behavior and increased share liquidity
Change in managerial behavior: better governance and a fall in agency costs
Having more information being disclosed does not necessarily mean that the disclosure is of high
quality. Therefore, some studies investigated corporate social and environmental disclosure by
measuring the quality of disclosure (Cormier and Magnan, 1999; 2003; Cormier and Gordon,
2001; Liu and Anbumozhi, 2009).
Research Design is the overall plan for conducting the research in order to find out the answers
for the research questions / hypotheses set in the beginning. It should be comprehensive and to
include all the relevant aspects for conducting the research at a reasonable cost and time. This
includes the sampling technique, the collection of data through various instruments, proper
statistical tools to do the data analysis and interpreting the same. This study is descriptive
research, wherein the primary data is sought through a questionnaire to answer the questions
based on the relevant hypothesis.
B. Sources of Data
The survey method was deployed in this study to gain insight and knowledge as how the
stakeholders’ perception at various levels namely expectation and satisfaction in various
software companies taken for study, the intricacies in terms of differences among companies
the way it was perceived by the stakeholders. The primary data of the study shall be collected
through a structured questionnaire. The relevant secondary data shall be collected through
journals, magazines, newspapers, research articles, published information and details from
websites.
It is the theoretical basis and the practical means by which data are collected so that the
characteristics of a population can be inferred with known estimates of error. The following
subdivisions explain the sampling design:
o Selection of Sampling Area
o Sampling Technique
o Sample Size
Variables Studied
The study contains the perception of the stakeholders on expectation towards corporate
disclosure practices. Some of the variables studied are, disclosure of income &
expenditure, actual profitability, actual risk, dividend declaration, investor relations,
grievance resolution, bonus shares declaration, cash dividend, property and paper
dividend, growth information, winding up status, financial transactions, corporate
communication of allotment, issue and transfer of shares, transparency of share
allotment, borrowing loan.
The study also contains the perception of the stakeholders on satisfaction towards
corporate disclosure practices. Some of the satisfaction variables studied are, disclosure
of income & expenditure, actual profitability, actual risk, dividend declaration, investor
relations, grievance resolution, bonus shares declaration, cash dividend etc.
It is a class of research method which amalgamates the qualitative and quantitative traditions. It
is valuable in organizational research because it allows helps to recover and examine the
nuances of stakeholder perceptions, and societal trends and organizational behaviors. It is also
bridges the gap between purely quantitative and purely qualitative research methods. This type
of analysis helps researchers analyze perceptual and socio-cognitive constructs that are difficult
to study via traditional methods. At the same time, it allows us to gather large samples that may
be difficult to employ in purely qualitative studies.
We have analyzed 30 FMCG Companies of India and have reviewed their annual reports for the
year 2014-2015. Based on a scorecard consisting of Mandatory and Voluntary disclosures, we
have rated each company based on their levels of consolidated disclosures. Then we have
compared this score with their Return on Equity, to inference whether it affects performance of
the company.
Qualitative Analysis:
The problems with disclosures are well known. As the volume of disclosures has grown,
regulators and financial statement users have repeatedly said that disclosure documents contain
too much boilerplate and are so repetitive that it is difficult for investors to find the most
important information. Meanwhile, some investors and other users have called for new
disclosures or improvements in existing ones.
Disclosures
(A) Basis of related party transactions
A statement in summary form of transactions with related people (parties) in the ordinary
course of business should be placed periodically before the audit committee.
(D) Proceeds from public issues, rights issues, preferential issues etc.
When money is raised through an issue (public issues, rights issues, preferential issues etc.), it
should disclose to the Audit Committee, the uses / applications of funds by major category
(capital expenditure, sales and marketing, working capital, etc), on a quarterly basis as a part of
their quarterly declaration of financial results.
Further, on an annual basis, the company should prepare a statement of funds utilized for purposes
Compliance
1. The company should obtain a certificate from either the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance as stipulated in this
clause and annex the certificate with the directors’ report, which is sent annually to all the
shareholders of the company. The same certificate should also be sent to the Stock
Exchanges along with the annual report filed by the company.
2. The non-mandatory requirements given in may be implemented as per the discretion of the
company. However, the disclosures of the compliance with mandatory requirements and
adoption (and compliance) / non-adoption of the non- mandatory requirements should be
made in the section on corporate governance of the Annual Report.
5. Shareholders Committee:
i. Name of non-executive director heading the committee
ii. Name and designation of compliance officer
iii. Number of shareholders’ complaints received so far
iv. Number not solved to the satisfaction of shareholders
v. Number of pending complaints
6. General Body meetings:
i. Location and time, where last three AGMs held.
ii. Whether any special resolutions passed in the previous 3 AGMs
iii. Whether any special resolution passed last year through postal ballot – details of
voting pattern
iv. Person who conducted the postal ballot exercise
v. Whether any special resolution is proposed to be conducted through postal ballot
vi. Procedure for postal ballot
7. Disclosures:
i. Disclosures on materially significant related party transactions that may have potential
conflict with the interests of company at large.
ii. Details of non-compliance by the company, penalties, and strictures imposed on the
company by Stock Exchange or SEBI or any statutory authority, on any matter related
to capital markets, during the last three years.
iii. Whistle Blower policy and affirmation that no personnel has been denied access to the
audit committee.
iv. Details of compliance with mandatory requirements and adoption of the non-mandatory
requirements of this clause
PnG:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements.
- Mine Safety disclosures (Safety disclosure)
- Quantitative and qualitative disclosures about market risk
- Disclosure of delinquent filers pursuant to item 405 regulation
- Engaging the disclosure committee: evaluating disclosure implications
- Evaluation of the disclosure control and procedures
- Disclosure regarding change in internal control over financing reporting
Emami:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements.
- Promoting timely and effective disclosures
- Code of fair practice disclosures
HUL:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
- Disclosure of pending cases/ instances of non-compliance
- Disclosure of contingent liabilities
Godrej:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
1. The details of announcements and statements made by directors deemed necessary to
be known by the shareholders and where they could find the details of the same
2. General Sharholder information
a. Outstanding GDRs/ADRs/warrants/convertible instrument and impact on equity
b. Plant location
c. Address for correspondence
d. NECS for payment of dividend
e. Consolidation of shares under one folio
Marico Industries:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
General Shareholder Information
o Profile of Managing Director Mr. Harsh Mariwala
o Directorships in other Companies
Orient Beverages:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
- Provisions of Section 135 of the Companies Act, 2013 are not applicable to the
company; hence, no corporate social responsibility disclosures are not made
- Financial disclosures are made under the Companies Act, 2013
- Issue of capital and disclosure requirements are also made
- Disclosure under Rule 5(2) not applicable to the company
Pidilite:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
Vadilal:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
- Company does not provide any loans or financial arrangement to its employees or
directors or Managerial Personnel, so no disclosure under section 67 (3) (c) is not
required
- Issue of capital and disclosure requirements are also made
Coca-Cola:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
- Mine Safety disclosure
- Quantitative and qualitative disclosures about market risk
- Disclosures of Disposals of Components of an Entity
- Disclosures about discontinued operations will provide with more information of
assets
- Disclosures about the nature, timings and uncertainty of revenue cash flow arising
from customer contracts are part of ASU 2014-09; Company is evaluating its
adoption impacts.
- Fair value disclosures related to pension assets are included
- Fair value disclosures related to post retirement benefit plan assets are included
- Changes in and disagreements with accountants on accounting and financial
disclosures
The Company has complied with the mandatory requirements and has not adopted any n
on-mandatory requirement of Clause 49 of the Listing Agreements.
Henkel:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
- Contains all disclosures required according to Section 289 (4)
- Disclosures providing the number of treasury shares and their use
- Disclosures of major shareholders
- Disclosures regarding benefits granted for fiscal 2015, including the maximum and
minimum achievable compensation for variable remuneration component and
allocation for fiscal 2015
- Disclosures relevant to International Financial Reporting Standards
Future:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
1. Disclosure in respect of Conservation of Energy, Technology Absorption
2. Disclosures as required under SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme)
3. Statutory Compliance, Penalties and Strictures disclosure
4. Disclosure about Proceeds from the Initial Public Offer of the Company
5. Disclosures relating to amalgamation of TFIPL with the Company as required under AS
14
ITC:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
1. Details of non-compliances, penalties, strictures by Stock Exchanges / SEBI / Statutory
Authorities on any matter related to capital markets during the last three years
2. Inter-se relationships between Directors of the Company
3. Material financial and commercial transactions of senior management, where they may
have had personal interest, and which had potential conflict with the interests of the
Company at large
4. Portfolio of businesses, CSR and Sustainability initiatives, EHS performance of
Company
Venky’s:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements. Additional Disclosure done by the
organization are:
1. Shareholder Rights
2. Audit Qualifications
3. Separate posts of Chairman and Managing Director / CEO
Kwality Foods:
It complies with mandatory and non-mandatory requirement as per Clause 49 of the Listing
Agreement and nothing more than the stated requirements.
Analysis of Variance
Source DF SS MS F P
Regression 1 2207.8 2207.75 4.97 0.034
Error 27 11984.9 443.89
Total 28 14192.7
As seen in the regression analysis, we have got a P value of 0.025 and an R-squared value
of 15%.
The R-squared value being 15% is considerably low. But this could happen due to less predictors
in the regression model. However, in some cases, it is quite possible that the data inherently has a
higher amount of unexplainable variability. e.g., many a times, studies have R-squared values
less that 50% because people are fairly unpredictable.
Yet, since we have P value of 0.025, which is low, it indicates a real relationship between
the response variable and the significant predictors.
An insight into the topic would reveal that what is undisclosed may become much more important
at times than what is being disclosed in to the stakeholders of a company through annual reports,
advertisements, chairman’s letters or otherwise. A number of such issues can be analyzed to get a
feel of what type of improvements should be considered to give correct view of the material facts
which are applicable to the company and to the industry to which the company belongs.
Relevance to an investor is that like any other Industry, FMCG companies are also in a phase of
consolidation and growth in India. We have already seen the signs.
Companies that have successfully streamlined their disclosures by focusing on relevant and
material information cite many benefits, including:
• Increased investor confidence due to communication of more meaningful information
• Greater efficiency in preparing investor communications and auditing disclosures
• Improved coordination throughout the organization, including the board of directors, and with
regulators and external advisers
• Strengthened market reputation and leadership
Developing appropriate processes to enhance disclosures often requires planning and support
from executive management and the Audit Committee; outreach to investors; and coordination
with lawyers, auditors and other advisers. It may be more productive for a company to target
specific disclosure areas that are particularly complex or lengthy rather than start with a blank
sheet to rewrite the financial statements and SEC reports. We believe that both preparers and
users are best served when there is sustained focus on improving the quality of information
provided to investors.
However, it is found that all the companies fulfill the bare minimum criteria for disclosure in the
Corporate Governance report in the Annual Report. Furthermore, as discussed earlier, they
believe in high quantity of disclosures, rather than concentrating on the quality of the disclosures.
Corporate management is undergoing drastic changes over the years. However, often we see
companies defensive when it comes to parting with vital information, which might have an
impact on its future. While product knowledge lies rightly in the domain of exclusivity, it may
not be so when the stake and risks are to be publicized. This is the reason why Regulators have,
from time to time world over, come up with Standards for corporate disclosure to comply with.
Employee Opinion Survey Demo 1. (n.d.). Retrieved March 8, 2016, from http://www.hr-
survey.com/sdeoaq.htm
Corporate disclosure: A review of its (direct and indirect) benefits and costs. (n.d.).
Retrieved March 17, 2016, from http://www.cairn.info/revue-economie-internationale-
2011-4-page-5.htm
Farvaque, E. (n.d.). Corporate disclosure: A review of its (direct and indirect) benefits
and costs. Retrieved March 13, 2016,
fromhttp://www.sciencedirect.com/science/article/pii/S2110701713600013
Armandi, B. (2006, July 03). Organizational Size, Structure, and Efficiency: A Test of a
Blau-Hage Model. Retrieved March 17, 2016,
fromhttp://onlinelibrary.wiley.com/doi/10.1111/j.1536-7150.1982.tb01667.x/abstract
Frost, J. (n.d.). How to Interpret a Regression Model with Low R-squared and Low P
values. Retrieved March 17, 2016, fromhttp://blog.minitab.com/blog/adventures-in-
statistics/how-to-interpret-a-regression-model-with-low-r-squared-and-low-p-values
31 and geographical
Expenditure location
on human resources (e.g. training, welfare facilities)
32 Basis of accounting methods used, and any change
33 Discussion of the major factors likely influence following year's
34 Analysis of sales revenue and earnings attributable to foreign
35 results
Information relating to subsidiaries (e.g. names, addresses, percentage
36 operations
Forecast of following year's profits
37 ownership)
Number and type of ordinary shareholders (e.g. institutions,
38 Information relating to past five balance sheet events
39 individuals)
Net income
40 Total public and management expenditure
Q15. Any other specific information that you deem necessary as an investor for you to invest in a
company
Q16. Do you feel more inclined to invest/reinvest in a company which discloses all the
information deemed necessary by you?
Dear Respondents: Thank you for your willingness to join this survey. Please respond
to all the questions in this questionnaire. We understand that the interpretation of
the questionnaire and the responding to the questionnaire require a high level of
professional judgment. Please check (√) the appropriate parentheses or express the
extent to which you agree or disagree on the given statement by choosing (circling) one
of the following: (Y+) strongly agree, (Y) agree (O) neither agrees nor disagrees (or no
opinion), (N) disagree; (N+) strongly disagree.
Satisfaction
5 Considering everything, I am
satisfied at company
Career
9 Job promotions within the
company are fair and
reasonable.
Company
11 Company is innovative in
developing new ways to serve
our Stakeholders.
Appraisals
14 My manager provides me with
adequate feedback.
Recognition
16 I receive enough recognition
for work that I do
Management
18 My manager helps me to get
ahead at my job
20 Management of my company
makes wise decisions.
Respect
22 My opinions counts at
company
Security
24 I feel I have job security
Q25. On a scale of Excellent to Poor, how would you rate your overall employment with company and why?
-Excellent
-Good
-Average
-Poor
Q27. If you had an opportunity to make any change you wanted to make your company a better place to work, what
one improvement would you make?
Q28. I feel good about my continued employment with your company. Yes No
If no, please provide explanation: