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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

Are Business Ethics and Corporate Governance complementary to each


other

Name of Author : Chanchal


Assistant Professor
S.R.C.C, Delhi University
Res-39-C,B-4,ashok vihar,phase-2,Delhi-110052
chanchal010880@yahoo.co.in

Abstract: This research work is on “Are Business Ethics and Corporate Governance

complementary to each other”


PURPOSE –THE MAIN PURPOSE OF THIS STUDY IS:-
To examine that business ethics and corporate governance are complementary to each other
To determine the role of business ethics and corporate governance in making and evaluating
stakeholder decisions
RESEARCH SAMPLE-THE SAMPLE OF STUDY INCLUDES:-
Indian companies - Tata steel and Wipro.
Corporate scandal on Satyam computer services, India.
Methodology –All the research work is based on published articles, research paper, books and
data produced by companies. We have measured them separately into two parts:-
In the first part we have measured the status of selected two companies and Corporate scandal
on Satyam computer services, India. (research sample)
In the second part we have measured analysis and interpretation of data.
FINDINGS –The research findings conclude that Business ethics and corporate governance are
complementary to each other. Both are necessary in making stakeholder decisions.
HYPOTHESES-
 Are business ethics and corporate governance complementary to each other?
 Is there no significant relationship between them?
 Are both corporate governance and ethics necessary in making and evaluating stakeholders
decisions?
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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

Research limitations/implications – this research is not free from limitations .first sample size
is small only two companies secondly, the study is based on Indian companies .The accuracy of
the analysis is dependent upon the accuracy of the Secondary data resources and study on
selected organization.
Keywords- Ethics, corporate governance, stakeholder decision
Paper type- research paper

Introduction: Over the last two decades, corporate governance has attracted a great deal of
public interest because of its apparent importance for the economic health of corporations and
society today every corporate sector has to operate in a competitive practice. If managers
consider only law in making decisions its implications can be highly dangerous. Hence,
business ethics help approaching moral problems more systematically and reasonably.

Business ethics and corporate governance are complementary to each other . “If corporate
governance is pillar, on which business run long time then, business ethics is mortar which
makes strong and powerful to the corporate governance to ensure that the Board of directors and
management are discharging their function in building and satisfying stakeholders confidence”

The major concepts in this study are corporate governance, business ethics, , stakeholder
decisions.

Business ethics: Term ethics has been derived from the Greek world “ethos” which means
character .Business ethics refer to a set of moral principles which play a very significant role in
guiding the conduct of managers and employees in the operation of any enterprise. Business
ethics create self imposed discipline on the part of business.
Principles of business ethics: The institute of business ethics has suggested the following seven
principles
 Be trustful
 Keep an open mind
 Meet obligations
 Have clear documents

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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

 Become community involved


 Maintain accounting control
 Be respectful
Most companies have put in place a code of ethics for its employees to conduct Ethics are the
guiding principles.
Where the proposed business activity/ operation of the company borders on the unknown, the
company needs to apply the ethics principle to decide on the project.
About corporate governance: corporate governance is the system of laws, rules and factors
that control operations of a company.
A corporation is an enterprise authorised by law to conduct business. Governance implies a
degree of control to be exercised by key stakeholders‟ representatives for the furtherance of
corporate growth and protection of stakeholders‟ interests.

Corporate governance ensures how effectively the board of directors and managements are
discharging their functions in building and satisfying stakeholders‟ confidence.

Principles of corporate governance: the basic qualities are


 Transparency
 Accountability
 Independence
 Reporting

Stakeholder decision: stakeholder in a business enterprise include employee, suppliers,


customers, shareholders, creditors and the rest “where laws fail ethics can succeed”.
Ethics refer to a set of moral principles which should play a very significant role in guiding the
conduct of managers and employees in the operation of any enterprise.
Ethics as the capacity to reflect on values in the corporate decision making process, to
determine how these values affect stakeholder decisions. On the other hand corporate
governance refers to the accountability of the board of directors of a corporation towards its
stakeholders.

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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

Objective of the Study: The present study on the basis of secondary data of the companies
(Tata steel, Wipro) and review of old research work. The study aims to find out the role of
ethics in corporate governance, why corporate governance and ethics necessary in making and
evaluating stakeholders decisions, how they help to each other in various stakeholder decisions
the main purpose of this study is-

To find out the result that business ethics and corporate governance are complementary to each
other: - ethics and corporate governance both have same qualities .basic difference between
them is that ethics relates to moral duty and obligation of people. Because Greek word ethos
meaning character and character is a personal attribute. People have character. on the other hand
corporate governance is the system of laws, rules and factors that control operations of a
company.

An ethical business uses good governance and a well governed business tends to be ethical.
Good governance involves: - transparency, independent and protection of the rights and
interests of all stakeholders. All these are ethical practices.

Business ethics seeks to make business people honest, fair and responsible citizens. On the
other hand corporate governance is about promoting corporate fairness, transparency,
responsibility and accountability. “Ethics & Corporate Governance” are not just Moral or
Compliance Issues. In the long term they are Essential Behavioural Traits for the Organisation.

The future of any organization as the optimum utilization of all resources hinges upon the
efficacy of the management.
To determine the role of business ethics and corporate governance in making and evaluating
stakeholder decisions: - In many cases risk management systems failed due to inadequacies in
corporate governance procedures. Misdeeds by top executives have been responsible for these
scams. Misuse of funds, overstating expenses, understanding revenues, overvaluing assets,
underreporting of liabilities etc are example of these misdeeds. Organisations are managed by
Policies, Guidelines and Systems.

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These are dynamic instruments, and therefore need to be reviewed from time to time however
over a period of time wrong practices have come into being, and which are the reasons for the
problems that have occurred.
Normally, decisions are being taken within the framework of the Policies and guidelines in
place. Now, there could be critical situations wherein the policy in question would need to be
slightly deviated from, in Order to take the right decision, in the best interests of the
organization.
In Such situations, a very clear and precise note should be brought out giving The reasons
which necessitated the said deviation from the policy. The said Note should also contain the
implications to the organization if the decision was not taken.

Research questions and Hypotheses:


 Are business ethics and corporate governance complementary to each other?
On the basis of research sample and Review of literature business ethics and corporate
governance are complementary to each other. “If corporate governance is pillar, on which
business run long time then, business ethics is mortar which makes strong and powerful to the
corporate governance to ensure that the Board of directors and management are discharging
their function in building and satisfying stakeholders confidence”

 Are there no significant relationships between them?


Corporate governance and business ethics have significant relationship. An ethical
business uses good governance and a well governed business tends to be ethical.
 Are both corporate governance and ethics necessary in making and evaluating
stakeholder‟s decisions?
Ethics as the capacity to reflect on values in the corporate decision making process, to
determine how these values affect stakeholder decisions. on the other hand corporate
governance refers to the accountability of the board of directors of a corporation towards its
stakeholders. “Ethics & Corporate Governance” are not just Moral or Compliance Issues. In the
long term they are Essential Behavioural Traits for the Organisation.

Research sample: research sample for the study consists of


 Two Indian companies-Tata steel and Wipro.

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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

 Corporate scandal on Satyam computer Services, India.


Research limitations/implications – this research is not free from limitations .first sample size
is small only two companies, secondly, the study is based on Indian companies .The accuracy
of the analysis is dependent upon the accuracy of the Secondary data resources and study on
selected organization .The study is limited by the nature of the sample. Although this sample
was sufficient for the purpose of research work. The result of this study would help to solve the
problem of ethic related corporate governance require urgent attention from policy makers,
Economists, Share holders, accountants and general public
Review of literature:
A number of scholars have given attention to the importance of codes of ethics and corporate
governance whether these are industry-wide or organization-specific.
In a global survey of corporate governance and ethics Rossouws (2005) findings reinforce the
notion that corporate governance has a distinct ethical nature. He asserts that the typical
arrangements and processes that constitute a corporate governance system are all merely means
to ensure that the corporation will act in a manner that is fair, accountable, responsible and
transparent – in simple terms: ethical. There is strong recent evidence that good governance
does matter.
Beenu, 2004 their work indicates that corporate governance and ethics play very important role
in business work indicate that if values are the bedrock of any corporation culture, ethics are
foundation of authentic business relationship.”
Relationship between corporate governance and corporate ethics also has been emphasized in
the financial press (White, 2002). Another example is the link between corporate governance
and business ethics that has also been analyzed (Wieland, 2001; Potts and Maluszewski, 2004).
Rudolph (2005) and Elkington (2006) gave evidence of overlapping terminology and cross-
connections between corporate responsibility, ethics, and governance. Similarly, Painter-
Morland (2006) conceived corporate governance, ethics management, and sustainability as
interrelated and dependent upon one another.
Bhimani (2008) explores the fusion between ethics and modern economic rationality and
reflects on what he calls, the “scientisation of economics and ethics” in academic discourse. He
contends that that the enlistment of ethics within the epistemologically privileged posture of

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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

economics characterizes corporate governance codes, and uses the UK Combined Corporate
Governance Code of 2006 in his analysis to support this.
Recently, a number of scholars have begun to propose research agendas to investigate the issues
surrounding corporate governance, ethics and policies.
“If values are the bedrock of any corporation culture, ethics are foundation of authentic business
relationship”
Building on present perspectives of institutional change, Enrione, Mazza and Zerboni (2006)
examine the development of the institutionalization of codes of governance and the role of the
different players concerned in promulgating these. Their work presents an empirical analysis of
the roles of four groups of actors: law-makers, model makers, market makers, and governance
enactors in the enactment of governance codes in a sample of 150 codes of governance
introduced in 78 countries from 1978 to 2004. As a result, they were able to identify four
distinct stages of institutionalization: precipitating jolts, theorization, diffusion, and re
institutionalization. As a result, they suggest that a comprehensive investigation of the content
of codes of governance and the likelihood of adopting such codes in a given country should be
undertaken.
Harshbarger and Holden (2004) point out that while many of the governance issues that
organizations face are not new, the environment in which they confront them is more
challenging than ever: State and Federal law enforcement have applied significantly increased
resources and a more aggressive philosophy toward confrontation of governance lapses; the
media spotlight has increased awareness among those constituents directly affected as well as
the business community as a whole; shareholder proposals are taken more seriously; and the
judiciary has demonstrated its willingness for a more stringent definition of good faith. As well,
there are a number of factors that have brought ethical issues into sharper focus, including
globalization, technology and rising competition. Van Beek and Solomon (2004) also note the
ability to deliver a professional service will necessarily take place in an environment in which
there is an increasing tendency towards individuality, while society as a whole becomes more
global. The new realities of corporate governance show that no entity or agent is immune from
fraudulent practices and have altered the way companies operate; they have re-defined the
baseline for what is considered prudent conduct for businesses and executives (Dandino, 2004).

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IRJMSH Vol 5 Issue 5 [Year 2014] ISSN 2277 – 9809 (0nliine) 2348–9359 (Print)

Research methodology: All the research work is based on published articles, research paper,
books and data produced by companies. We have measured them separately into two parts-
 In the first part we have measured the status of selected two companies and Corporate
scandal on Satyam computer services, India. (Research sample)
 In the second part we have measured analysis and interpretation of data
Part 1:-
World is not only just going through economic crisis but also ethical crisis with the Corporate
frauds, Accounting scandals, Mismanagement, Bribes and many more. The financial crisis of
2008 has renewed focus on corporate Governance, once again. The financial crisis can be to an
important extent attributed to failures and weaknesses in corporate governance arrangements.
Satyam scandal:-
Introduction: In 1987, B. Ramalinga Raju ("Mr. Raju") formed Satyam in Hyderabad, India
with fewer than 20 employees. Ironically, Satyam means "truth" in the ancient Indian language
Sanskrit. The company specializes in information technology, business services, computer
software, and is a leading outsourcing company in India. Satyam immediately experienced
success after it issued an initial public offering on the Bombay Stock Exchange in 1991.
Established on 24th June 1987 by B. Ramalinga Raju and his brother-in-law, D. V. S. Raju,
Satyam Computer Services Limited was incorporated in 1991 as a public limited company and
also got its first Fortune 500 client, Deere and Co. In a short span of time, it became a leading
global consulting and IT services company spanning 55 countries before nemesis caught up
with it. It was one of the few Indian IT services companies listed on the New York Stock
Exchange.
At the peak of its business, Satyam employed nearly 50,000 employees and operated in 67
countries. Satyam was as an example of India's growing success. Satyam won numerous awards
for innovation, governance, and corporate accountability. In 2007, Ernst & Young awarded Mr.
Raju with the Entrepreneur of the Year award. On April 14, 2008, Satyam won awards from
MZ Consult's for being a leader in India in corporate governance and accountability. In
September 2008, the World Council for Corporate Governance awarded Satyam with the
"Global Peacock Award" for global excellence in corporate accountability. Unfortunately, less
than five months after winning the Global Peacock Award, Satyam became the centerpiece of a
massive accounting fraud

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SATYAM TIMELINE
June 24, 1987: Satyam Computers is launched in Hyderabad
1991: Debuts in Bombay Stock Exchange with an IPO over-subscribed 17 times.
2001: Gets listed on NYSE: Revenue crosses $1 billion.
2008: Revenue crosses $2 billion.
December 16, 2008: Satyam Computers announces buying of a 100 per cent stake in
two companies owned by the Chairman Ramalinga Raju‘s sons–Maytas Properties and
Maytas Infra. The proposed $1.6 billion deal is aborted seven-hours later due to a
revolt by investors, who oppose the takeover. But Satyam shares plunge 55% in
trading on the New York Stock Exchange.
December 23: The World Bank bars Satyam from doing business with the bank‘s
direct contracts for a period of 8 years in one of the most severe penalties by a client
against an Indian outsourcing company. In a statement, the bank says: ―Satyam was
declared ineligible for contracts for providing improper benefits to Bank staff and for
failing to maintain documentation to support fees charged for its subcontractors. On the
day the stock drops a further 13.6%, it is lowest in more than four-and-a-half years.
December 25: Satyam demands an apology and a full explanation from the World
Bank for the statements, which damaged investor confidence, according to the
outsourcer. Interestingly, Satyam does not question the company being barred from
contracts, or ask for the revocation of the bar, but instead objects to statements made
by bank representatives. It also does not address the charges under which the World
Bank said it was making Satyam ineligible for future contracts.

December 26: Mangalam Srinivasan, an independent director at Satyam, resigns


following the World Bank‘s critical statements.
December 28: Three more directors quit. Satyam postpones a board meeting, where it
is expected to announce a management shakeup, from December 29 to January 10.
The move aims to give the group more time to mull options beyond just a possible
share buyback. Satyam also appoints Merrill Lynch to review ‗strategic options to
enhance shareholder value.

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January 2, 2009: Promoters‘ stake falls from 8.64% to 5.13% as institutions with whom
the stake was pledged, dump the shares.
January 6, 2009: Promoters‘ stake falls to 3.6%.
January 7, 2009: Ramalinga Raju resigns, admitting that the company inflated its
financial results. He says the company‘s cash and bank shown in balance sheet have
been inflated and fudged to the tune of INR 50,400 million. Other Indian outsourcers
rush to assure credibility to clients and investors. The Indian IT industry body, National
Association of Software and Service Companies, jumps to defend the reputation of the
Indian IT industry as a whole.
January 8: Satyam attempts to placate customers and investors that it can keep the
company afloat, after its former CEO admitted to India‘s biggest-ever financial scam.
But law firms Izard Nobel and Vianale & Vianale file ―class-action suits on behalf of
US shareholders, in the first legal actions taken against the management of Satyam in
the wake of the fraud.
January 11: The Indian government steps into the Satyam outsourcing scandal and
installs three people to a new board in a bid to salvage the firm. The board is
comprised of Deepak S Parekh, the Executive Chairman of home-loan lender, Housing
Development Finance Corporation (HDFC), C. Achuthan, Director at the country‘s
National Stock Exchange, and former member of the Securities and Exchange Board
of India, and Kiran Karnik, Former President of NASSCOM.
January 12: The new board at Satyam holds a press conference, where it discloses that it is
looking at ways to raise funds for the company and keep it afloat during the crisis. One such
method to raise cash could be to ask many of its Triple A-rated clients to make advance
payments for services.
TATA STEEL: (CORPORATE IDENTITY NUMBER L27100MH1907PLC000260)
TISCO is a worldwide steel industry founded in 1907 by Dorabji Tata. The company is situated
in Mumbai. TISCO stands for Tata Iron and Steel Company Limited.Tata Iron and Steel
Company was established by Dorabji Tata on August 25, 1907, as part of his
father Jamsetji's Tata Group. By 1939 it operated the largest steel plant in the British Empire.
The company changed its name from TISCO to Tata Steel in 2005

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Tata Steel believes in adopting the best practices in terms of corporate governance that have
been and continue to be developed. The company conducts all aspects of its business with full
transparency and accountability.
It does not tolerate corrupt or fraudulent practices. it expect honesty, integrity and transparency
in all aspects of our business from our employees, contractors and other business counterparts.
Ethical principles are clearly and unambiguously articulated in the Tata Code of Conduct, to
which all Tata Group companies subscribe. Originally written in 1998, the Code was updated in
2008 to better reflect changing expectations within society and the increasingly global scale of
the Group‟s activities.
The Tata Steel Group is proud of its longstanding reputation as a fair and caring employer, and
respects all human rights both within and outside the workplace. The Tata Code of Conduct
stipulates that all employees have a personal responsibility to help preserve the human rights of
everyone at work and in the wider community.
AWARDS AND RECOGNITIONS
 In 2013, Tata Steel was ranked India's 7th most admired company by Fortune magazine. It
was India's most admired company in 2012.
 In 2013, Tata Steel received the Most Admired Knowledge Enterprises (MAKE) award
for 2012 at Global and Asian level. The company has previously been recognised by the
Indian MAKE awards on six accounts since its inception in 2005.
 It won the 'Golden Peacock' award in 2009 for its corporate social responsibility (CSR)
initiatives.
 In 2008, Tata Steel was awarded Deming Application Prize for excellence in Total Quality
Management.

The company is part of the composite Dow Jones Sustainability World Index (DJSI World)
since 2008. DJSI World comprises leaders in sustainability (the top 10% in terms of
performance), selected on the basis of long-term economic, environmental and social criteria,
from the largest 2500 companies in the world.
Environment Excellence
• Recognition from World steel for five successive years as Climate Action Member
• Recognised by CDP as Climate Change Disclosure Leader

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Wipro:-
The company was incorporated on 29 December 1945, in Mumbai by Mohamed Premji as
'Western India Products Limited', later abbreviated to 'Wipro'.
The company logo still contains a sunflower to reflect products of the original business.
In 1966, after Mohamed Premji‟s death, his son Azim Premji returned home from Stanford
University and took over Wipro as its chairman at the age of 21.
During the 1970s and 1980s, the company shifted its focus to new business opportunities in the
IT and computing industry, which was at a nascent stage in India at the time. On 7 June 1977,
the name of the company changed from Western India Vegetable Products Limited, to Wipro
Products Limited.
The year 1980 marked the arrival of Wipro in the IT domain. In 1982, the name was changed
from Wipro Products Limited to Wipro Limited.
Wipro is the third largest IT services company in India and 7th largest worldwide. To focus on
core IT Business, it demerged its non-IT businesses into a separate company named Wipro
Enterprises Limited with effect from 31 March 2013.
 The Company has set itself the objective of expanding its capacities and becoming
globally competitive in its business. As a part of its growth strategy, the Company
believes in adopting the „best practices‟ that are followed in the area of Corporate.
 Governance across various geographies. The Company emphasises the need for full
transparency and accountability in all its transactions, in order to protect the interests of its
stakeholders. The Board considers itself as a Trustee of its Shareholders and
acknowledges its responsibilities towards them for creation and safeguarding their wealth.
Wipro, one of the world's most trusted brands, is a name with a long history. Here's a snapshot
of our journey to date:
 Established in 1945 as Western India Vegetable Products Limited in Amalner, Maharashtra
 IPO for capital in February 1946
 Ventured in to the fledgling IT industry in 1981
 Established software products and exports subsidiary, Wipro Systems Ltd. in 1983
 Pioneers in marketing indigenous Personal Computers in 1985
 Established a Joint venture with GE in 1989

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 Entered IT services in the 1990s - we were among the pioneers in developing the ODC
(Offshore Development Center) concept
 Software business assessed at SEI-CMM Level 5 in 1998
 Listed on NYSE in 2000 (NYSE:WIT)
 The first company in the world to be assessed at PCMM Level 5 in 2001
 Entered the BPO business in 2002
 Entered the Eco-energy business in 2008
 Wipro Named as a 2014 World's Most Ethical Company by the Ethisphere Institute for the
Third Successive Year Bangalore, India - March 21, 2014

Part 2:-Now, if we conclude the complete paper we can easily compare both the
companies'(Tata steel and Wipro) honesty level, accountability level and off course
transparency level. These are the pillars of Corporate Governance.
When we talk about Tata steel and Wipro, find it strong in all aspect and above all the company
thinks of its employees first then about anything else. Because, the founder of these Companies
believes that employees are the biggest assets for any company.
So, we find that Tata steel and Wipro had not only acquired a best position for itself but by its
best Corporate Governance practices it has made a great perception of Investors about Indian
companies in International market.
On the other hand Satyam Computers had lost the trust of itself and other Indian companies in
the International Market by its bad Corporate Governance conduct.
So, it can be said that fulfilling the requirements of Corporate Governance and ethics is not the
matter of choice but it's a compulsion for companies. Ethics, Efficiency and Accountability are
most important for long term survival and prosperity of any organization. So, Companies should

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follow the way Tata steel and Wipro has followed and still following not the way which Satyam
took.
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 Corporate Ownership & Control / Volume 6, Issue 2, Winter 2008 – Continued – 1 246

Websites:
 Http://www.ethics.org.
 Http://www.ethicsphere.com
 Http://www.google.com
 Http://www.tatasteel.com/corporate-citizenship/ethical-behaviour.asp
 Http://en.wikipedia.org/wiki/Tata_Steel
 Http://books.google.co.in/books
 Http://www.wipro.com/investors/corporate-governance/
 Http://www.wipro.com/newsroom/Wipro-named-as-a-2014-worlds-most-ethical-company-by-the-
Ethisphere-Institute-for-the-third-successive-year
 Http://www.wipro.com/newsroom/press-releases.aspx
 http://www.ask.com/wiki/Wipro
 http://www.wipro.com/

Book:

 Kumar, Anil , and Jyotsna rajan arora ,Governance ,Ethics and Social Responsibility of
Business, International Book House , New Delhi , 2014.
 Gupta ,C.B. Governance ,Ethics and Social Responsibility of Business,Sultan Chand &
Sons , New Delhi, 2014
 Rajput , Namita ,and Herpreet kaur , Governance ,Ethics and Social Responsibility of
Business, Sun India Publication , New Delhi, 2014

International Research Journal of Management Sociology & Humanity ( IRJMSH ) Page 257
www.irjmsh.com

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