VIDYASAGAR UNIVERSITY JOURNAL OF COMMERCE
VIDYASAGAR UNIVERSITY JOURNAL OF COMMERCE
VIDYASAGAR UNIVERSITY JOURNAL OF COMMERCE
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VOL. 13 MARCH, 2008<br />
<strong>VIDYASAGAR</strong> <strong>UNIVERSITY</strong><br />
<strong>JOURNAL</strong> <strong>OF</strong> <strong>COMMERCE</strong><br />
Journal of<br />
The Department of Commerce with Farm Management<br />
Vidyasagar University
Editorial Board<br />
EDITOR-IN-CHIEF<br />
K. C. Paul<br />
Vidyasagar University<br />
EXECUTIVE EDITOR<br />
Arindam Gupta<br />
Vidyasagar University<br />
T. L. Khan<br />
Vidyasagar University<br />
ASSOCIATE EDITORS<br />
S. Ghosh<br />
Vidyasagar University<br />
D. P. Pande<br />
Formerly,<br />
Vidyasagar University<br />
MEMBERS<br />
D. Obul Reddy<br />
Formerly,<br />
Osmania University<br />
Asish K. Bhattacharyya<br />
I. I. M. Calcutta<br />
Jaydeb Sarkhel<br />
University of Burdwan<br />
Sudipti Banerjea<br />
University of Calcutta<br />
K. V. Achalapathi<br />
Osmania University<br />
Ranjan Kr. Bal<br />
Utkal University<br />
Badar Alam Iqbal<br />
Aligarh Muslim University<br />
Dilip Roy<br />
University of Burdwan<br />
D. V. Ramana<br />
XIM Bhubaneswar<br />
Abhijit Sinha<br />
Vidyasagar University<br />
T. N. Sahu<br />
Vidyasagar University<br />
Members of the Editorial Board and the Department of Commerce with Farm<br />
Management, Vidyasagar University are not responsible for any of the views<br />
expressed by the contributors in the Vidyasagar University Journal of Commerce.
CONTENTS<br />
Sl. No. Title of Article Page No.<br />
1. CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN<br />
ASIA<br />
Dr. Madan Bhasin<br />
2. A SURVEY ON THE RECAPITALISATION, MERGERS AND<br />
ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Mr. S.A. Aduloju<br />
Mr. A.L. Awoponle<br />
Mr. S.A. Oke<br />
3. SHG - BANKING IN INDIA – EMPIRICAL EVIDENCES <strong>OF</strong><br />
BANKERS’ PERCEPTION AND PROBLEMS<br />
Prof. Samirendra Nath Dhar<br />
Mr. Kiranjit Sett<br />
Mr. Soumitra Sarkar<br />
4. ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE<br />
THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
Prof. Arindam Gupta<br />
Mr. Debashis Kundu<br />
5. CORPORATE RESTRUCTURING THROUGH MERGERS AND<br />
ACQUISITIONS: A CASE STUDY<br />
Dr. Debdas Rakshit<br />
Mr. Chanchal Chatterjee<br />
6. WTO AND INDIA: TIME FOR RENAISSANCE <strong>OF</strong> FARM SECTOR<br />
Mr. Vijay Kumar Mishra<br />
7. A DISCRIMINANT ANALYSIS AND PREDICTION <strong>OF</strong> LIQUIDITY-<br />
PR<strong>OF</strong>ITABILITY<br />
Dr. Amalendu Bhunia<br />
REPORT <strong>OF</strong> THE RAPPORTEURS <strong>OF</strong> THE NATIONAL SEMINAR<br />
ON “CURRENT TRENDS IN INDIAN BANKING”<br />
Mr. Subrata Mukherjee<br />
Dr. Rabindranath De Dalal<br />
REPORT <strong>OF</strong> THE EXTENSION LECTURE PROGRAMME<br />
Prof. Arindam Gupta<br />
1<br />
35<br />
54<br />
66<br />
79<br />
91<br />
100<br />
107<br />
112
EDITORIAL<br />
Welcome to the present issue of this journal. One gets knowledge-rich by<br />
gaining experience which is surely a repository of hurdles and challenges. The<br />
passage to this thirteenth annual issue is not an exception; but we are sure it speaks<br />
for us as to how strategic we were in overcoming those hurdles and in gainfully<br />
utilizing that experience for gradual improvement. Maintaining continuity, though an<br />
uphill task, is an important aspect in the life of a journal for its sustenance. That in<br />
turn depends on three basic factors – contribution from the authors (the input),<br />
editorial functions (the processing mechanism), and acceptance by the users (the<br />
output). We have undertaken the task of performing the editorial functions and<br />
thereby remain grateful to both the authors and the users for their continued and<br />
stronger support for longer sustenance. We are specially grateful to the two foreign<br />
authors on this count.<br />
Two important features of this journal, to reiterate, are the ‘blind review’<br />
process to maintain and improve the quality, and an earmarked space for ‘Students’<br />
Section’ meant ‘for the students and by the students’. We apologise to those<br />
contributors whom we could not accommodate in this volume due to lack of<br />
sufficient time to re-process and to get the revised version of their contributions. We<br />
hope to find them in the next volume. We also apologise to the users for our failure<br />
to present any write up in the ‘Students’ Section’.<br />
This volume contains seven articles – one on Corporate Governance in the<br />
Asian sub-continent, three on different aspects of Mergers and Acquisitions, and one<br />
each on Microfinance, effects of WTO in Indian Farm sector, and on prediction of<br />
Liquidity and Profitability. Dr. Madan Bhasin has written on Corporate Governance.<br />
As to Mergers and Acquisitions, i) recapitalisation issue in Nigerian Insurance<br />
industry has been studied jointly by Mr. S. A. Aduloju, Mr. A. L. Awoponle, and Mr.<br />
S. A. Oke; ii) a study jointly by Prof. Arindam Gupta and Mr. Debashis Kundu<br />
analyses the effectiveness in enhancing Profitability and Shareholder Value Creation;<br />
and iii) Dr. Debdas Rakshit jointly with Mr. Chanchal Chatterjee has studied the<br />
effectiveness in Corporate Restructuring. Bankers’ perception about Microfinance<br />
has been analysed jointly by Prof. Samirendra Nath Dhar, Mr. Kiranjit Sett, and Mr.<br />
Soumitra Sarkar. Mr. Vijay Kumar Mishra has taken the endeavour to identify the<br />
possibility of renaissance in the Farm sector under WTO regime and finally Dr.<br />
Amalendu Bhunia has tried to predict the Liquidity and Profitability by Discriminant<br />
Analysis. Apart from the articles, this volume also presents the highlights of the
National Seminar on ‘Current Trends in Indian Banking’ by Mr. Subrata Mukherjee<br />
and Dr. Rabindra Nath De Dalal and of the Extension Lecture programme by Prof.<br />
Arindam Gupta as Head of the Department, organized by the Department during the<br />
year.<br />
I must appreciate the gesture of my colleagues in cooperation and sharing of<br />
the editorial tasks. Prof. Arindam Gupta deserves special mention for his<br />
commendable role in his capacity as the Executive Editor towards continuous quality<br />
improvement and timely publication. I cannot leave without recognizing the role of<br />
our Mentor, Prof. S. K. Pramanick, the honourable Vice-Chancellor of our<br />
University. In the end, Mr. Achinta Marik, the Proprietor of M/s. Mithu Enterprise<br />
deserves equal credit for crashing the printing time without sacrificing its quality.<br />
We’ll perceive our efforts to be successful only if this journal is well accepted by the<br />
readers.<br />
Dated: Midnapore<br />
The 31 st March 2008<br />
Sd/- K. C. Paul<br />
Editor-in chief
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
Madan Bhasin *<br />
ABSTARCT<br />
CG in Asia have assumed greater limelight with the series of corporate failings and<br />
scandals, following which the markets, investors and society at large have begun to<br />
loose faith in the infallibility of these systems. It provides an overview of the CG<br />
practices and transparency scenario prevalent in the Asia region, duly supported by<br />
empirical data. No doubt, several initiatives have been undertaken by various<br />
national and international agencies, and CG scenario have considerably improved,<br />
but much work still remains to be done, and the ethos of CG culture has yet to sink<br />
in fully. We highly appreciate the timely and bold initiative taken by the Council of<br />
the ICAI to agree to fully converge with IFRS standards on or after 1 April 2011.<br />
This article seeks to present a series of suggestions aimed to improve CG practices<br />
in India. Most notably, India must reform how its boards of directors function,<br />
improve its enforcement mechanisms, redefine its corporate laws, and embrace CG<br />
as a philosophy. The country should be proud of what it has achieved in CG<br />
practices but, of course, much more needs to be done. Thus, CG in India and Asia<br />
remains a work-in-progress requiring some rethinking.<br />
Introduction<br />
The term ‘governance’ has been derived from the word ‘gubernare’, which means “to rule or<br />
steer”. Governance is the general exercise of authority, and the process by which a society or<br />
an organization ‘steers’ itself. However, over the years it has found significant relevance in<br />
the corporate-sector on account of growing number and size of corporations, the widening<br />
base of their shareholders, increasing linkages with the physical environment, and overall<br />
impact on the society’s well-being. Corporate Governance (CG) is the system of structural,<br />
procedural and cultural safeguards designed to ensure that a company is run in the ‘best’<br />
long-term interests of its shareholders, as well as, other stakeholders. This alignment requires<br />
a ‘commitment’ to sustained interactions between a company and its principal stakeholders.<br />
The separation of ownership (the shareholder) and control (the management) in corporate<br />
enterprises brings about “agency” problem in which management may take actions that<br />
compromise the interests of its shareholders. The primary CG mechanism, in fact, is the<br />
board of directors, and its primary purpose is to combat the familiar ‘agency’ problem—the<br />
* Associate Professor of Accounting, SKK School of Business, SungKyunKwan University, Seoul,<br />
South Korea, e-mail : madan.bhasin@rediffmail.com
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
tendency and ability of senior managers to put their personal interests above those of the<br />
company’s shareholders and stakeholders. It is the responsibility of the board of directors, in<br />
fact, to ensure ‘good’ CG. This involves a set of relationships between the management of a<br />
corporation, its board, its shareholders and other relevant stakeholders. Accordingly, the<br />
board must agree on the corporation’s purpose (what it is for), its ethical values (what it<br />
stands for), and the strategy to achieve its purpose. In the practical sense, CG involves the<br />
“nuts and bolts” of how corporations should fulfill their responsibilities to their shareholders<br />
and other stakeholders.<br />
“Good” CG requires that the board must govern the corporation with integrity and enterprise<br />
in a manner, which entrenches and enhances the ‘license’ it has to operate. This license is<br />
not only regulatory but embraces the corporation’s interaction with its shareholders and<br />
other stakeholders, such as, the communities in which it operates, bankers, other suppliers of<br />
finance and credit, customers, the media and public opinion makers and pressure groups.<br />
While the board is accountable to the owners of the corporation for achieving the corporate<br />
objective, its conduct in regard to factors, such as business ethics and the environment, for<br />
example, may have an impact on legitimate societal interests (stakeholders) and thereby<br />
influence the reputation and long-term interests of the business enterprise. However, an ideal<br />
governance structure should give management sufficient room to exercise their talent, while<br />
simultaneously controlling their behavior.<br />
During the 1990s, a number of high-profile corporate scandals (viz., Enron, WorldCom,<br />
Tyco, etc.) in the US and elsewhere (viz., Parmalat, Ahold, Alstom, etc.) triggered an indepth<br />
reflection on the ‘regulatory’ role of the government in protecting the interests of<br />
shareholders. The Enron scandal, for example, has sparked numerous debates on issues<br />
relating to transparency, accountability and disclosure. For the US—a strong proponent of<br />
transparency and good CG—a scandal like Enron is certainly an embarrassment. The energy<br />
giant surprised the market by announcing that it was forced to recognize losses of US$ 1.01<br />
billion. These losses were related to the unwinding of partnerships controlled by Enron’s<br />
CFO. As a result the company would eliminate more than US$1 billion in shareholder<br />
equity. This led to a securities class-action lawsuit on behalf of all persons who acquired<br />
Enron’s stock during 2000-01. “The lawsuit alleges that Enron’s management: (a) misled<br />
investors by failing to disclose material information about the company’s risk position, (b)<br />
issued false and misleading information to potential investors, and (c) disposed of over<br />
US$73 million of their stock to unsuspecting investors.” What transpired next was a<br />
corporate soap-opera: bankruptcy, suicide, political patronage, cronyism, more allegations<br />
and even more denials? Ferris et al., (2007) concludes as: “We find that the incidence of<br />
‘derivative’ lawsuits is higher for firms with a greater likelihood of “agency conflicts”.<br />
Derivative lawsuits are associated with significant improvements in the board of directors:<br />
the proportion of outside representation on the board increases.” To redress the problem of<br />
corporate misconduct, ensuring sound CG is believed to be essential to maintaining investor<br />
confidence and good performance.<br />
A growing number of empirical studies have demonstrated that good CG contributes to<br />
better investor protection (la Porta et al., 2000), lower costs of capital (Ashbaugh-Skaife et<br />
2 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
al., 2004), reduced earnings manipulations (Xie et al., 2001), increased company market<br />
value (Black et al., 2004; Brown and Caylor, 2004), improved stock returns (Gompers et al.,<br />
2003; Bauer et al., 2003) and even economic growth (Maher and Anderson, 1999). “Wellgoverned<br />
companies with actively traded shares should be able to raise funds from noncontrolling<br />
investors at significantly lower cost than poorly governed companies because of<br />
the premium potential investors can be expected to demand for taking the risk to invest in<br />
less well-governed companies. CG continues to be seen by some as relatively unimportant in<br />
developing countries, in large part because of the small number of firms there with widely<br />
traded shares,” (Charles Oman, 2005). The purpose of CG, in nutshell, is to build and<br />
strengthen accountability, credibility, transparency, integrity and trust. Under CG system,<br />
effective checks and balances are exercised by the followings: shareholders voting system;<br />
appointment of independent directors; establishment of nomination, audit, ethics, CG and<br />
remuneration committees; using internal audit; and appointment of an effective and powerful<br />
chairman and CEO. In the practical sense, CG involves the nuts & bolts of how corporations<br />
should fulfill their responsibilities to their shareholders and other stakeholders.<br />
CG practiced by some corporations, unfortunately, have turned out to be an annual ‘ritual,’<br />
involving “check-box” of items around legislative requirements (e.g., provisions for board<br />
composition in terms of executive and non-executive directors, setting up independent audit<br />
and CG committees, CEO/CFO certification of financial statements, legal compliance<br />
monitoring, internal controls, etc.). Realizing the need for ‘good’ governance, corporations<br />
from all over the world must attempt to ‘evolve’ gradually from the traditional “compliance”<br />
approach to a “conscience” one. There has been recognition of the need to ‘balance’ interests<br />
of not just shareholders but different stakeholders, who are equally important for the health<br />
of a company. Undoubtedly, CG has assumed greater limelight with the series of corporate<br />
failings, across the globe, following which the markets, the investors and the society at large,<br />
have begun to lose faith in the infallibility of these systems. For instance, Badawi (2005)<br />
portrays the situation as: “The recent wave of corporate fraudulent financial reporting has<br />
prompted global actions for reforms in CG and financial reporting, by governments and the<br />
accounting & auditing standard-setting bodies in the U.S. and internationally (including the<br />
European Union, the International Federation of Accountants, the OECD, and others) in<br />
order to restore investor confidence in financial reporting, the accounting profession and<br />
global financial markets.”<br />
CG refers to that blend of law, regulation, and appropriate ‘voluntary’ private-sector<br />
practices, which enables the corporation to attract financial and human capital, perform<br />
efficiently, and thereby perpetuate it by generating long-term economic value for its<br />
shareholders, while respecting the interests of other stakeholders and society as a whole. The<br />
principal characteristics of effective CG are: transparency (disclosure of relevant financial<br />
and operational information and internal processes of management oversight and control);<br />
protection and enforceability of the rights and prerogatives of all shareholders; and directors<br />
capable of independently approving the corporation’s strategy and major business plans and<br />
decisions, and of independently hiring management, monitoring management’s performance<br />
and integrity, and replacing management when necessary. Similarly, the Asian Development<br />
Vidyasagar University Journal of Commerce 3
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
Bank (1999) defines ‘good governance’ as based on four pillars: transparency,<br />
accountability, predictability and participation, recognizing that “their application must be<br />
country-specific and solidly grounded in the economic, social and administrative capacity<br />
realities of the country”.<br />
“CG comprehends that structure of relationships and corresponding responsibilities among a<br />
core group consisting of shareholders, board members, corporate managers designed to<br />
‘best’ foster the competitive performance required to achieve the corporation’s primary<br />
objective,” observes Organization for Economic Cooperation and Development (OECD). It<br />
is concerned with wider accountability and responsibility of the directors towards ‘key’<br />
stakeholders of the corporations, viz., employees, consumers, suppliers, creditors and the<br />
wider community. Oman and Blume (2005) have aptly pointed out, “Corporations around<br />
the world are realizing that better CG adds considerable value to their operational<br />
performance. The poor quality of local systems of CG lies at the heart of one of the greatest<br />
challenges facing most countries in the developing world.”<br />
In developing nations, both ‘voluntary’ guidelines and more ‘coercive’ codes of best practice<br />
have already been issued. For example, both “the Code of Best Practices” issued by the<br />
Brazilian Institute of Corporate Directors and the “Code of Corporate Governance” issued<br />
by the Corporate Governance Committee of the Mexican Business Coordinating Counsel are<br />
wholly ‘aspirational’ and not linked to any ‘listing’ requirements. Similarly, the<br />
Confederation of the Indian Industry (CII’s Code) and the Stock Exchange of Thailand Code<br />
are designed to build awareness within the corporate sector of governance best practice, but<br />
are not, at this time, linked to stock exchange listing requirements. In sharp contrast to these,<br />
Malaysia’s Code on Corporate Governance, the Code of Best Practice issued by the Hong<br />
Kong Exchange, and South Africa’s King Commission Report on CG, all contemplate<br />
mandatory disclosures concerning compliance with their recommendations. Many<br />
companies are now thinking of governance as something more than just an area reporting to<br />
the Corporate Secretary or Legal Counsel. Recently, the rise of the “Chief Governance<br />
Officer” mirrors the appointment of the Chief Ethics Officer by many companies that have<br />
been plagued by scandal or crisis (e.g. MCI). As these roles become institutionalized, they<br />
will emerge as the engines of the next generation of governance ‘best’ practices designed to<br />
add value, instead of simply complying with external regulations and codes.<br />
Many aspects of a company’s structure, behavior, ethical standards and culture, and the<br />
legal, regulatory, community and media environments in which it operates, impacts the<br />
governance structure of a company. ‘Good’ governance is not simply a matter of adopting a<br />
set of rules, but a continuous process of implementing tailored strategic initiatives to<br />
maximize long-term value. The rules does matter, of course, but rules have changed<br />
significantly in recent years, with the introduction of many national, international regulations<br />
and codes defining ‘best practice’. While some of the country ‘specific’ recommendations<br />
may vary, most best-practices prescriptions focus on improving practices and disclosure in<br />
five ‘core’ areas as outlined in Box-1. “The Combined Code, 2003 (of the UK) is a practical<br />
implementation of this idea comprising two parts: principles of good governance and a code<br />
of best practice,” (Chang et al., 2006).<br />
4 Vidyasagar University Journal of Commerce
Core Areas<br />
Board Structure<br />
Audit and<br />
Financial<br />
Controls<br />
Executive<br />
Compensation<br />
Shareholder<br />
Rights<br />
Market for<br />
Control<br />
Madan Bhasin<br />
Box-1: Good Governance Best Practices—Key Areas<br />
Recommendations<br />
• Establish at least a majority of independent non-executive<br />
directors<br />
• Install a non-executive chairman, rather than a Chairman-<br />
CEO<br />
• Hold non-executive director meetings without management<br />
present<br />
• Install a non-executive chairman on all major board<br />
committees<br />
• Establish a unitary board structure where all directors<br />
represent all shareholders, rather than a two-tiered structure<br />
• Establish procedures to ensure clear, accurate and timely<br />
financial disclosure, including the valuation of intangible<br />
assets<br />
• Require independent outside auditors, free from potential<br />
conflicts of interest<br />
• Establish an audit committee 100% comprised of<br />
independent directors with the resources to ensure proper<br />
financial oversight<br />
• Strengthen ethical guidelines and internal control<br />
mechanisms<br />
• Link compensation to long-run improvements in operating<br />
performance relative to specific benchmarks<br />
• Require ‘clawback’ provisions for recouping compensation<br />
paid based on false results<br />
• Ensure that all shareholders have one vote per share<br />
• Eliminate multiple class of stock with divergent rights<br />
• Provide shareholders with the ability to nominate potential<br />
directors<br />
• Remove excessive anti-takeover mechanisms such as poison<br />
pills, classified boards, golden shares and preference shares.<br />
It is a matter of great satisfaction that moves are afoot globally to promote ‘convergence’ of<br />
good CG practices. “Codes on Corporate Governance” issued internationally by the OECD,<br />
World Bank, Australia, South Africa, France, Common Wealth Secretariat, etc. are all<br />
promoting a “convergence of CG practices”. The International Accounting Standards, with<br />
linkages to the International Organization of Securities Commission (IOSCO), which<br />
represents most of the world’s regulating stock exchanges, are pulling towards a<br />
‘harmonization’ of desirable CG practices. Yet the sober truth is that CG practices in various<br />
Vidyasagar University Journal of Commerce 5
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
countries still remain divergent, despite all these major initiatives for convergence. Despite<br />
some incidences of abuse in the UK, controls on CG are better developed than in other<br />
European countries. This is because companies listed in Britain are subject to the “Combined<br />
Code on Corporate Governance,” and also the Directors’ Remuneration Report Regulations,<br />
passed in 2002. No equivalent level of disclosure, however, is required in Germany, Spain,<br />
Austria or Belgium, and it seems that the British regime has formed a blueprint for new<br />
European Commission recommendations. The Commission is keen to increase standards of<br />
CG across all member states and its recent recommendations focus on directors’<br />
remuneration and the role of non-executive directors.<br />
The Commonwealth Association for Corporate Governance (CACG), assisted by the<br />
Commonwealth Secretariat and the Commonwealth Fund for Technical Co-operation, has<br />
undertaken a pioneering role in the field of CG. In fact, extensive work has already been<br />
undertaken by the OECD, of which a number of commonwealth countries are also members.<br />
In preparing the CACG Guidelines, however, reference was made to the OECD “Principles<br />
of Corporate Governance”. Moreover, the G-7 countries also endorsed it as an acceptable<br />
level of CG standards with universal application, and which has formed the basis of the joint<br />
World Bank/OECD initiative to form the ‘Global Corporate Governance Forum.’ The<br />
Commonwealth is a participant in this initiative too.<br />
There have been several leading CG initiatives launched in India since the mid-1990s. The<br />
first was by the Confederation of Indian Industry (CII), which came up with the first<br />
voluntary code of CG in 1998. The second was by the Securities and Exchange Board of<br />
India (SEBI), now enshrined as Clause 49 of the listing agreement. The Naresh Chandra<br />
Committee and Narayana Murthy Committee reports followed it in 2002. Based on some of<br />
the recommendation of these committees, SEBI revised Clause 49 of the listing agreement in<br />
August 2003. The Department of Company Affairs had set up “National Foundation for<br />
Corporate Governance” (www.nfcgindia.org) in partnership with CII, ICAI, and ICSI. In CG<br />
practices, India can be proud of what it has achieved so far, initially voluntarily and later<br />
under guidance of various regulators, while recognizing that obviously much more needs to<br />
be done.<br />
Ultimately, CG in any country can be improved by making corporate operations more<br />
transparent, without sacrificing business strategy and secrets, which are absolutely necessary<br />
for success in the ‘competitive’ market place (Greer et. al., 2006). More and more Indian<br />
corporations (for example, Hero Honda, Hindustan Lever, Tata group, Larsen & Toubro,<br />
Infosys, Wipro, etc.) are being tested on ‘minimum’ ethical standards laid down by<br />
‘shastras’ and by several regulatory agencies. They have to meet both ethical and legal<br />
norms in the conduct of their day-to-day operations. The objectives of the present paper are<br />
two-fold: (a) can we look to Indian Shastras for ethical concepts and values, which may<br />
prove to be the cornerstone of CG? (b) Why improving transparency in the CG, especially in<br />
the Asia, is labelled as the ‘biggest’ problem? An attempt will be made here to search for<br />
answers to both these issues.<br />
6 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
Corporate Governance Scenario in the Asian Countries<br />
CG has received much attention in recent years, partly due to the “financial crisis” in the<br />
Asia. In fact, Asia is a very ‘diverse’ region in terms of levels of economic development and<br />
institutional regimes. There are commonalities across the economies; however, most<br />
importantly the prevalence of family ownership and relationship-based transactions. The CG<br />
work on Asia so far shows that the combination of ownership structure and property rights<br />
system (law and enforcement) fundamentally delineates the incentive, policy and<br />
performance of managers and their firms. While Asia has some ‘specific’ CG issues, there<br />
are many CG issues in Asia ‘generic’ to other countries, most importantly the role of family<br />
ownership concentration and the degree of minority rights protection. Conventional CG<br />
mechanisms (takeovers and board of directors) are not strong enough to relieve the agency<br />
problems in Asia. Firms do employ other mechanisms to mitigate their agency problems<br />
(such as, employing reputable auditors), but even these have only limited effectiveness. The<br />
overall low transparency of Asian corporations relates to these agency problems, with the<br />
prevalence of connection-based transactions, increasing desires among all owners and<br />
investors to protect rents (with rents often arising from government actions) including a large<br />
safety net provided to the financial sector. Resulting forms of crony capitalism, i.e.,<br />
combinations of weak CG and government interference, not only lead to poor performance<br />
and risky financing patterns, but also are conducive to macro-economic crises. Another<br />
lesson is that group and diversification structures are associated with agency problems that<br />
may more than offset any beneficial effects from transactions in internal markets and<br />
learning by doing within the same organization. While work on Asia has clarified some CG<br />
issues, many important issues are still unknown.<br />
No doubt, CG guidelines and codes of best practice arise in the context of, and are affected<br />
by, differing national frameworks of law, regulation and stock exchange listing rules, and<br />
differing societal values. Although boards of directors provide an important internal<br />
mechanism for holding management accountable, effective CG is supported by and<br />
dependent on the market for corporate control, securities regulation, company law,<br />
accounting and auditing standards, bankruptcy laws, and judicial enforcements. Therefore, to<br />
understand one nation’s CG practices in relation to another’s, one must understand not only<br />
the “best practice” documents but also the underlying legal and enforcement framework. An<br />
attempt will be made here to survey the CG scenario in the Asian countries.<br />
The financial crisis that overran much of Asia in the late 1990s prompted most of the<br />
countries to give improved CG a priority. “CG Watch,” an annual collaborative study of the<br />
CG landscape of the Asian markets undertaken by independent stockbroker CLSA Asia<br />
Pacific Markets and the Asian Corporate Governance Association (ACGA) offers the most<br />
comprehensive assessment of CG standards, and progress for both regulators and companies<br />
within the Asia region. They introduced a detailed survey and scoring methodology in 2004,<br />
made the methodology more rigorous in 2005 and enhanced the methodology further in<br />
2007. However, no survey was done in 2006. The CG scores for companies is based on<br />
“seven” key categories. Six of the key categories—discipline, transparency, independence<br />
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CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
accountability, responsibility and fairness—are unchanged from our previous year’s scores,<br />
with the seventh category this year being the score for the “clean & green” survey that<br />
replaced the previous social responsibility category. Under each of these categories, we<br />
assess the companies on issues that are ‘key’ to constituting good CG. Our CG score is based<br />
on how we rate a company on 54 issues under six main aspects, each with a 15% weighting,<br />
that we take to constitute the concept of CG, to which we add the C&G score with a 10%<br />
weighting. The CG scores for Asian markets during 2003 to 2007 are shown in Table-1.<br />
Table-1: Corporate Governance Watch Scores<br />
Market 2003 2004 2005 2007<br />
1. Hong Kong 73 67 69 67<br />
2. Singapore 77 75 70 65<br />
3. India 66 62 61 56<br />
4. Taiwan 58 55 52 54<br />
5. Japan -- -- -- 51<br />
6. South Korea 55 58 50 49<br />
7. Malaysia 55 60 56 49<br />
8. Thailand 46 53 50 47<br />
9. China 43 48 44 45<br />
10. Philippines 37 50 48 41<br />
11. Indonesia 32 40 37 37<br />
In 2007, the ACGA team has taken a bigger role in the scoring, building up the country<br />
criteria to 87 issues under five categories: CG rules and practices, enforcement, political and<br />
regulatory environment, accounting and auditing standards, as well as overall CG culture. As<br />
in our last survey, absolute scores have fallen for most markets primarily because of the<br />
following changes made to the methodology: (a) New questions: Our last survey had 76<br />
questions across the five categories. This year, we have scored against 87 questions. First<br />
category not just CG rules, but also practices; and (b) Scoring system: The scores are now<br />
based on the following gradations: Yes (1 point); Largely (0.75 points); Somewhat (0.5<br />
points); Marginally (0.25 points); and No (zero point). Wording of some questions are also<br />
made more precise.<br />
The ACGA has tightened its ranking criteria. “The more one looks the less one finds:<br />
country scores have generally declined. Hong Kong and Singapore top the 11 markets we<br />
surveyed; Indonesia and the Philippines at the bottom”. Country ratings are trending<br />
downwards not because of any decline in their CG standards or less efforts on the part of<br />
regulators. Jamie Allen (2005) observes: “Substantial improvements on the basis of key<br />
determinants of CG had taken place in the Asian countries markets rankings for CG.<br />
Countries in Asia were scored against these issues and a weighting to each category applied<br />
to arrive at an overall country score.” It is encouraging that most markets in 2007 scored<br />
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higher for “CG Culture,” indicating that the level of CG-related activity among companies,<br />
investors, CG associations, academics, director institutes and other professional bodies is<br />
increasing. This should provide a foundation for continued improvements in the years to<br />
come.<br />
Table-2 shows that in Singapore, Malaysia, Indonesia and Thailand regulators require<br />
companies to report their annual results within two months of the fiscal year-end. Similarly,<br />
quarterly reporting is mandatory in most Asian markets (except Hong Kong) where strong<br />
resistance to change appears to persist among many of the territory’s large companies. All<br />
markets (except Taiwan and the Philippines) require the disclosure of stakes (5% or more) in<br />
companies, and some markets also require the disclosure of individual directors’<br />
compensation. Most markets also insist on the disclosure of audit and non-audit fees paid to<br />
external auditors. Other areas of improvement include enforcement, where there is evidence<br />
in most markets of increased resources being applied in this area. However, most markets<br />
have improved their accounting and auditing standards largely in line with international<br />
standards, although there are discrepancies in Taiwan, China and Indonesia. Auditing<br />
standards are pretty much inline with international standards, other than in China. Singapore<br />
has already taken the big lead in its efforts to regulate the accounting profession. Matthias,<br />
Lawrence and Wilson (2005) have portrayed pessimistic scenario: “Securities regulation in<br />
many markets has been updated and strengthened, especially in the area of dealings in<br />
securities by directors and related-party transactions. However, we do not see the legal<br />
system allowing minority shareholders cost-effective access to courts in Hong Kong, India,<br />
Malaysia, the Philippines, Thailand or Indonesia.” Nowadays, agreement is growing at least<br />
in principle on what ‘good’ governance entails, and most countries in the region have<br />
adopted ‘explicit’ governance codes.<br />
Table-2: Asian Governance Regimes<br />
Country* Ranking Criteria<br />
China<br />
Hong Kong<br />
India<br />
Indonesia<br />
Korea<br />
Malaysia<br />
Philippines<br />
Singapore<br />
Taiwan<br />
Thailand<br />
RULES AND REGULATIONS<br />
Most companies report their annual results N N N Y N Y N Y N Y<br />
within 2 months?<br />
Have reporting deadlines been shortened in the N N Y Y N Y N Y N S<br />
past 3 years?<br />
Is quarterly reporting mandatory? S N Y Y Y Y Y Y S Y<br />
Do securities laws require disclosure of<br />
Y Y Y S Y Y N Y N Y<br />
ownership stakes above 5%?<br />
Do securities laws require prompt disclosure of Y Y Y N Y Y Y Y S Y<br />
Vidyasagar University Journal of Commerce 9
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
share transactions by directors and controlling<br />
shareholders?<br />
Are class-action lawsuits permitted? S N N N Y N N N S N<br />
Is voting by poll mandatory for resolutions at N S N N N N N N S N<br />
AGMs?<br />
Can shareholders easily remove a director who S S N S N S S Y Y N<br />
has been convicted of fraud or other serious<br />
corporate crimes?<br />
Will share option expensing become mandatory N Y S S N N Y Y S N<br />
over the next 10 month?<br />
ENFORCEMENT<br />
Is there an independent commission against N Y S N S S N Y N N<br />
corruption (or its equivalent) that is seen to be<br />
effective in taking public and private sector<br />
companies?<br />
POLITICAL AND REGULATORY<br />
ENVIRONMENT<br />
Is the statutory regulator (i. e., securities<br />
S Y S N S S S S S S<br />
commission) autonomous of government (not<br />
part of the Finance Ministry)?<br />
ACCOUNTING AND AUDITING<br />
Do the rules require disclosure of consolidated Y Y Y Y Y Y Y Y S Y<br />
accounts?<br />
Do the rules require segment reporting? Y Y Y S Y Y Y Y S Y<br />
Do the rules require disclosure of audit and nonaudit<br />
Y Y Y N Y Y S S Y Y<br />
fees paid to the external auditor?<br />
Do the rules require disclosure of connected Y Y Y Y Y Y S Y Y Y<br />
transactions?<br />
Does the government or the accounting regulator Y Y S S S Y Y Y S Y<br />
have a policy of following international<br />
standards on auditing?<br />
INSTITUTIONAL MECHANISMS AND<br />
CORPORATE CULTURE<br />
Are institutional investors engaged in promoting N S S N S S N S S S<br />
better corporate governance practices?<br />
Are any retail investors engaged in promoting N Y S N Y S N Y N N<br />
better corporate governance practices?<br />
Have retail investors formed their own<br />
N N Y S Y S N Y N N<br />
shareholder activist organization?<br />
[*Japan was not covered in this survey. Keys: Y = Yes, N = No, S = Somewhat]<br />
So far so much for what is good in Asian CG regulation. There is continued reluctance<br />
among many Asian markets not to shorten their annual reporting deadlines, especially in<br />
Hong Kong, Korea, Taiwan and Indonesia. Only South Korea has introduced comprehensive<br />
10 Vidyasagar University Journal of Commerce
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class-action litigation to assist investors to fight securities violations. China and Taiwan<br />
already have systems that allow a degree of class action, and Thailand is having a bill under<br />
consideration. Unfortunately, no market has yet introduced mandatory “voting by poll,”<br />
rather than a simple “show of hands,” for all resolutions at shareholders meetings. Hong<br />
Kong and Taiwan, however, are rare examples of markets that require voting by poll for<br />
some major resolutions. Still, very few Asian markets require directors’ remuneration to be<br />
disclosed on a named, individual basis. Most markets permits disclosure to be made in<br />
aggregate (or by way of bands). Similarly, independent board committees (except audit<br />
committees) have not found strong support among regulators and no market makes it easy<br />
for minority shareholders to nominate independent directors. As Wong and So (2005) states,<br />
“Worryingly, only Singapore, Taiwan and, to a lesser degree, South Korea, have regulations<br />
that make it easy to remove directors convicted of fraud or other serious corporate crimes.”<br />
South Korea now requires the largest conglomerates (or chaebols) to issue “combined<br />
statements”, including all companies under their control, regardless of whether they have a<br />
direct equity interest. The independence of external auditors is being boosted too. In 2002,<br />
South Korea’s Securities and Futures Commission took the unprecedented step of punishing<br />
the local affiliate of a global accounting firm for negligence by reducing the number of<br />
companies, it could serve as external auditor.<br />
According to Panjwani (2005), “The country CG score for India for 2005 is 6.2, or third in<br />
the region after Singapore (7.5) and Hong Kong (6.7), as shown in Table-3. While India<br />
scores over most other Asian markets in areas of rules & regulations, and their enforcement,<br />
it scores lower than most on adoption of international auditing standards.” Malaysia<br />
improved its ranking by two places as a result of improved accounting standards, better<br />
enforcement, and higher score for its political and regulatory environment, while Philippines<br />
marginally leapfrogged China due mainly to its higher score for accounting and auditing.<br />
Indonesia remains firmly rooted at the foot of the table. Leahy (2004) concludes, “Securities<br />
laws and listing requirements of stock exchanges have been strengthened, regulatory<br />
authorities have enhanced powers, and the media are becoming inquisitive and probing.<br />
However, the institutions needed to ensure good governance (viz., judicial systems, capital<br />
markets, long-term institutional investors that can push for better governance) continues to<br />
be underdeveloped in most of these countries.”<br />
Markets<br />
Table-3: Markets Ranked by Corporate Governance in Asia<br />
Rules &<br />
Regulations<br />
(15%)<br />
Enforcement<br />
(25%)<br />
Political &<br />
Regulatory<br />
(20%)<br />
Vidyasagar University Journal of Commerce 11<br />
IGAAP<br />
(20%)<br />
CG Culture<br />
(20%)<br />
Country<br />
Score<br />
(2005)<br />
Country<br />
Score<br />
(2004)<br />
Singapore 7.9 6.5 8.1 9.5 5.8 7.5 7.7<br />
HongKong 6.6 5.8 7.5 9.0 4.6 6.7 7.3<br />
India 6.6 5.8 6.3 7.5 5.0 6.2 6.6<br />
Malaysia 7.1 5.0 5.0 9.0 4.6 6.0 5.5<br />
Korea 6.1 5.0 5.0 8.0 5.0 5.8 5.5
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
Taiwan 6.3 4.6 6.3 7.0 3.5 5.5 5.8<br />
Thailand 6.1 3.8 5.0 8.5 3.5 5.3 4.6<br />
Philippines 5.8 3.1 5.0 8.5 3.1 5.0 3.7<br />
China 5.3 4.2 5.0 7.5 2.3 4.8 4.3<br />
Indonesia 5.3 2.7 3.8 6.0 2.7 4.0 3.2<br />
New forms of CG behavior will undoubtedly take considerable time to become ingrained in<br />
the thinking and culture of more and more companies. Governments, corporate leaders,<br />
investors, and regulators in most of the Asian countries do realize that CG practices would<br />
not change overnight, so patience is needed. Getting companies to comply with CG rules<br />
across Asia is a daunting task requiring greater transparency and better enforcement, not to<br />
mention a cultural upheaval in boardrooms. But given the vast amount of differences in<br />
ownership structures, business practices and enforcement capabilities, merely adopting CG<br />
requirements en masse from the U.S. or Europe would be a foolish mistake. Asian<br />
governments should rank their reforms, from time to time, in order of priority and tailor<br />
them to the country’s specific needs. Ensuring that local laws and CG codes are consistent<br />
with the OECD “Principles of CG,” we personally feel would be a good starting point. In this<br />
context, Witherell (2004) very appropriately pointed out: “Policy makers, investors,<br />
corporations and stakeholders, worldwide have used these principles to tackle a broad set of<br />
relevant issues common to all, such as, the need for transparent reporting, having informed<br />
shareholders, and accountable boards of directors.” However, we are of the firm opinion that<br />
it is better to enforce ‘basic’ reforms vigorously rather than to adopt requirements that would<br />
go totally unheeded.<br />
Since CG is an evolving concept in most parts of Asia, raising awareness is vital to any<br />
reform efforts to succeed. Region-wide organizations, such as the Asian Corporate<br />
Governance Association, have been formed to promote understanding, sharing countryspecific<br />
experiences & problems, and stimulating corporate reforms in the right direction. As<br />
Barton and Coombers (2005) observed: “Several regional groups, including CLSA Emerging<br />
Markets (a regional brokerage firm), Thai Rating and Information Services, and India’s<br />
ICRA, to name a few, publicly rate the governance practices of listed companies.” In<br />
addition, we have several national and international organizations (viz., World Council for<br />
Corporate Governance, Global Corporate Governance Forum, World Bank’s Corporate<br />
Governance and International Finance Corporation, OECD’s Corporate Governance,<br />
National Foundation For Corporate Governance, Commonwealth Association for Corporate<br />
Governance, etc.) which are sharing their country-specific rich experiences, and providing<br />
guidance and impetus for improvements in the sphere of CG. The CACG Guidelines have<br />
been structured on a basis complimentary to the OECD Principles of Corporate Governance.<br />
Over the past few years, a range of initiatives—public and private—have been launched with<br />
a view to improving CG and ethics in Asia. But it is clear that CFOs consider many of these<br />
measures to be works in progress, requiring further development to be truly effective. For<br />
example, the Malaysian Code of Corporate Governance, first introduced in March 2000, has<br />
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been a success in ensuring a high level of compliance with the CG principles and best<br />
practices (CG Survey Report 2004). In 2004, the government established the Malaysian<br />
Institute of Integrity, whose role is to facilitate and execute the National Integrity Plan in<br />
both the private and public sectors. Whistle-blowing laws have also been introduced across<br />
every sector. The Securities Laws were amended in 2005 to include whistle-blowing<br />
provisions for both offices of the companies and external auditors. The Companies<br />
Commission of Malaysia is also looking at such provisions.<br />
Not to be outdone, Singapore’s government launched its Council on Corporate Disclosure<br />
and Governance in 2002, to prescribe accounting standards and strengthen the existing<br />
framework for reporting practices. And in November 2004 the Hong Kong stock exchange<br />
published a final report on its new Code on CG Practices, along with a new set of rules<br />
requiring issuers to include a ‘CG Report’ in their annual reports. Private efforts include the<br />
KPMG-backed HK Audit Committee Institute, which opened at the end of 2002 to serve as a<br />
resource for audit committees and senior management, and groups such as the Minority<br />
Shareholders Watchdog Group in Malaysia. Published guidance and standards, such as those<br />
issued by COSO, are influential too. COSO is a voluntary private sector organization,<br />
founded in 1985 by professional bodies in the US that promotes better financial reporting<br />
through business ethics, effective internal controls, and corporate governance.<br />
Transparency Scenario in the Asian Countries<br />
Long renowned for their opaque business practices, Asia’s corporations are undergoing a<br />
dramatic transformation on the CG front. One of the major pillar of ‘good’ CG is<br />
“transparency” (projected through a code of governance), which incorporates a system of<br />
checks and balances between key players—board of directors, senior level of management,<br />
auditors and other stakeholders. As Islam (2006) rightfully observes: “Transparency requires<br />
enforcement of “right to information”—nature, timeliness, and integrity of the information<br />
produced at each level of interface.” All this can succeed when the responsibilities of each<br />
segment of the corporate entity, and their interface is clearly defined and understood by all.<br />
If CG is concerned with better ethics and principles, it is only natural that the focus should<br />
be on ‘increasing’ transparency. In fact, transparency is measured by the ability of outsiders<br />
to assess true position of a company—availability of firm specific information to those<br />
outside publicly traded firms. We conceptualize corporate transparency within a country as<br />
the joint output of a multifaceted system whose components collectively produce, gather,<br />
validate, and disseminate information to market participants outside the firm. The framework<br />
categorizes country-level measures of information mechanisms under three headings: (a) the<br />
corporate reporting regime, including measures of intensity, measurement principles,<br />
timeliness, and audit quality of financial disclosures, and the intensity of governance<br />
disclosures (i.e., identity, remuneration, and shareholdings of officers and directors, and<br />
identity and holdings of other major shareholders); (b) the intensity of private information<br />
acquisition, including measures of analyst following, and the prevalence of pooled<br />
investment schemes and insider trading activities; and (c) information dissemination,<br />
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CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
including a measure of the extent of media penetration in an economy. To sum up, key<br />
components of transparency on the CG front comprises of the followings:<br />
• Timely release of Annual Report<br />
• Timely release of semi-annual financial announcements<br />
• Timely release of quarterly results<br />
• Prompt disclosure of results with no leakage ahead of announcement.<br />
• Clear and informative results disclosure<br />
• Accounts presented according to international GAAP<br />
• Prompt disclosure of market-sensitive information<br />
• Accessibility of investors/analysts to senior management<br />
• Websites where announcements updated promptly<br />
• Sufficient disclosure of any dilutive instruments<br />
• Waivers applied on disclosure rules for the market<br />
It is encouraging that most Asian markets have scored higher for “CG Culture and IGAAP”,<br />
indicating that the level of CG-related activities among companies, investors, corporate<br />
governance associations, academics, director institutes, accounting bodies and other<br />
professional bodies is increasing. This should provide a foundation for continued, albeit<br />
gradual, improvements in the years to come. To sum up, “Generally, high standards of<br />
financial and non-financial reporting, frequency and timeliness of financial reporting is<br />
world class, with high quality quarterly reporting, and audited results within 60 days.<br />
Accounting and auditing standards, more or less, in line with international norms, plus<br />
regulation of the auditing profession is being strengthened.” Table-4 highlights the<br />
transparency scenario (accounting and auditing framework) prevalent in the Asian countries.<br />
Table-4: Transparency Scenario in Asia: Accounting and Auditing Frameworks<br />
International Generally Accepted<br />
Accounting Principles (IGAAP)<br />
China<br />
Hong Kong<br />
India<br />
Indonesia<br />
Japan<br />
Korea<br />
Malaysia<br />
Philippines<br />
Singapore<br />
Thailand<br />
Taiwan<br />
1 Does the government or the accounting<br />
regulator have a policy of following IAS/IFRS<br />
accounting standards?<br />
2 Are local accounting rules largely in line with<br />
the international standards?<br />
3 Are accounting practices among large listed<br />
companies in line with international best<br />
practices?<br />
4 Are accounting practices among small and<br />
medium sized listed companies in line with<br />
Y Y Y Y Y Y Y Y Y Y Y<br />
L Y L S L S L Y Y L L<br />
S Y L S Y L L S Y L L<br />
M S M M S M M M L S S<br />
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Madan Bhasin<br />
international best practices?<br />
5 Do the rules require disclosure of consolidated Y Y Y Y Y M Y Y Y Y L<br />
accounts?<br />
6 Do the rules require segment reporting? Y Y Y L S L Y Y Y Y Y<br />
7 Is disclosure of audit and non-audit fess paid Y Y Y N N Y Y S S Y S<br />
to the external auditor required?<br />
8 Does the government or the accounting Y Y Y Y Y L Y Y Y Y Y<br />
regulator have a policy of following<br />
international standards on auditing?<br />
9 Are local auditing rules in line with<br />
L Y L S L L Y Y Y L L<br />
international standards?<br />
10 Are auditing practices among large listed L Y L L L L L L Y L Y<br />
companies in line with international best<br />
practices?<br />
11 Are auditing practices among small and M L M S S M M S S M S<br />
medium sized listed companies in line with<br />
international best practices?<br />
12 Is the government or the accounting regulator S M S S S Y Y S Y S Y<br />
actively implementing new international best<br />
practices on the independence of external<br />
auditors? (e.g., by introducing limits on the<br />
non-audit work that external auditors can do;<br />
requiring for audit-partner rotation;<br />
whistleblower protection for auditors; etc.)<br />
13 Must the CEO, CFO or directors sign and Y L Y Y Y Y Y Y L Y Y<br />
certify a company’s annual accounts?<br />
14 Is the government strengthening the regulation M M M S S M N M L M N<br />
of the accounting profession? (e.g., by setting<br />
up an independent oversight board)<br />
15 Is the expensing of share-based payments Y Y Y Y Y Y Y Y Y N N<br />
mandatory?<br />
[Keys: Y = Yes (+ 1 point); L= Largely (+ 0.75 points); N = No (+ 0 points); S = Somewhat (+ 0.5 points);<br />
M = Marginally (+ 0.25 points); X = Data unavailable (+ 0 point)].<br />
Another research study undertaken by JP Morgan (2005) highlights just how varied Asian<br />
markets are in timeliness of their financial reporting. They analysed 172 large and liquid<br />
Asian companies in order to calculate ‘average’ number of days taken between close of<br />
books and reporting variety of data, including quarterly, semi-annual, and consolidated<br />
annual results (see Table-5). “Surprisingly, Hong Kong companies faired worse than their<br />
Asian counterparts in the reporting of ‘interim’ results—they took an average of 66 days<br />
between book close and reporting. For consolidated annual reports, Hong Kong companies<br />
were fourth slowest with an average of 97 days (only Indonesian, Korean and Taiwanese<br />
firms taking more time 132, 100, 114 days, respectively).” While Hong Kong companies did<br />
Vidyasagar University Journal of Commerce 15
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
score extremely well in quarterly reporting (18 days against international average of 35<br />
days), the sample size was extremely small (only 3 companies) because quarterly reporting<br />
is not mandatory. It is a matter of great pride that some Indian companies (like Infosys<br />
Technologies and Hughes Software Systems) stand out for being much faster (25 days) at<br />
quarterly reporting, while those in Taiwan (30 days) and Thailand (31 days) also do well.<br />
But when it comes to ‘consolidated’ annual reports, only one country (Australia with 63<br />
days) comes close to the international average of 59 days. Thai companies lead the Asian<br />
pack at just 71 days, while Singapore and Indian firms report after an average of 83 and 84<br />
days, respectively. Unfortunately, Indonesian companies give investors the longest wait—<br />
132 days. Further, Morgan study singled out certain Asian companies (viz., Infosys<br />
Technologies and Hughes Software from India, TSMC from Taiwan, and ST Engineering<br />
from Singapore) for exceeding required regulatory standards and taking CG very seriously.<br />
Looking ahead, reporting deadlines are likely to shorten in Asia. Ramaswamy (2005) adds<br />
here: “Under the US Sarbanes-Oxley Act, 2002 the SEC will cut filing periods in phases<br />
over 2003-06. The deadline for annual reports, for example, will be cut from the original 90<br />
days to just 60 days for fiscal years ending on or after December 15, 2006. It can be easily<br />
anticipated that these new requirements will raise the bar on reporting standards and will put<br />
pressures on regulators in Asia to force improvements soon.”<br />
Table-5: Average Days between Close of Books and Reporting<br />
Country Quarterly Semi-annual Annual report<br />
(consolidated)<br />
Australia 20* 51 63<br />
China 32* 60 90<br />
Hong Kong 18* 66 97<br />
India 25 25 84<br />
Indonesia 48 58 132<br />
Korea 37 37 100<br />
Malaysia 57 57 87<br />
Philippines 49* 49 86<br />
Singapore 42 40 83<br />
Taiwan 30 52 114<br />
Thailand 31 31 71<br />
International<br />
Average # 35 N/a 59<br />
* Only 7 or fewer companies report quarterly in firms sampled.<br />
# Comprises 8 selected US & European blue-chips.<br />
Melendy and Huefner (2007) have recently advocated the constitution of “Compliance<br />
Committees” to improve CG transparency scenario. Without greater transparency in CG,<br />
laws and governance codes will do little to build investors’ confidence in the long-run.<br />
Notwithstanding recent reforms, accounting standards in many Asian countries remain<br />
weak—enough trained professionals are not available (with an in-depth understanding of<br />
16 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
local & international accounting standards), and accounting self-regulatory organizations are<br />
lax in enforcements (Parker, 2007). As Choi (et al., 2007) remarks: “Disclosure requirements<br />
and auditing practices, however, are improving slowly since national financial reporting<br />
standards are gradually being “harmonized” with international standards. The sober truth is<br />
that CG practices in various countries still remain divergent despite major initiatives for<br />
convergence.” Although most Asian countries are strengthening their accounting standards<br />
and adopting minimum CG rules, many are still lagging behind in their effective<br />
enforcements: lack investigative powers and political will, enforcement staffs, or big budgets<br />
to conduct rigorous investigations. Most governments are augmenting their resources to<br />
monitor companies and enhancing the authority of their regulators, some of which are now<br />
getting tougher. Box-2 summarizes the Regional CG Disclosure Strengths and Weaknesses.<br />
Box-2: Regional CG Disclosure Strengths and Weaknesses<br />
Strengths:<br />
• Improving financial reporting: frequency, speed, substance, consolidation of accounts,<br />
director pay, stock-option expensing.<br />
• Quality of auditing and investor communications among large issuers is generally<br />
good and improving.<br />
• Regulators seem to have got the message on enforcement.<br />
• Regulatory and stock exchange information communication (e.g., in use of websites) is<br />
improving rapidly in many markets.<br />
• Professional and director training strong/growing.<br />
Weaknesses:<br />
• The quality of financial and non-financial reporting among small- and mid-cap listed<br />
firms is lagging.<br />
• Late reporting deadlines in certain markets.<br />
• Continuous disclosure of price-sensitive information needs to improve.<br />
• Blatant misuse of the “personal reasons” explanation when a director resigns.<br />
• Inadequate rules on disclosure of takeover bids.<br />
• Draft IPO prospectuses provided only to certain investors and analysts in some<br />
markets.<br />
• Some regulators still vet company announcements.<br />
• AGM agendas and circulars often lack sufficient detail.<br />
• Publication of detailed AGM vote results often non-existent.<br />
In response to recent CG scandals, governments have already responded by adopting a<br />
number of regulatory changes. One component of these changes has been increased<br />
disclosure requirements. For example, Sarbanes-Oxley (SOX), adopted in response to Enron,<br />
WorldCom, and other public governance failures, required detailed reporting of off-balance<br />
sheet financing and special purpose entities. Additionally, SOX increased the penalties to<br />
executives for misreporting. The link between governance and transparency is clear in the<br />
Vidyasagar University Journal of Commerce 17
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
public’s (and regulator’s) perceptions; transparency was increased for the purpose of<br />
improving CG. The ‘new’ regulations put in place through the “Sarbanes-Oxley Act” in the<br />
USA and the “Combined Codes” in the UK have helped to introduce much-needed reforms,<br />
particularly with regard to CG transparency. Table-6 pinpoints some of the implications of<br />
SOX for Asia.<br />
Table-6: Sarbanes-Oxley’s Echoes in Asia<br />
Question<br />
China<br />
Hong Kong<br />
India<br />
Indonesia<br />
Korea<br />
Malaysia<br />
Philippines<br />
Singapore<br />
Taiwan<br />
Thailand<br />
Disclosure of audit and non-audit fees to Y Y Y N Y Y S Y Y Y<br />
external auditor?<br />
Following international standards on the S Y Y S S S Y Y Y Y<br />
independence of external auditors?<br />
Must CEO, CFO, or directors certify the Y S Y Y Y M Y S S Y<br />
annual accounts?<br />
Strengthening regulation of the accounting S S M S S S S Y S S<br />
and auditing profession?<br />
[Keys: Y = Yes; S = Somewhat; M = Marginally; N = No]<br />
Massive governance failures at a few companies have destroyed the “reputation” capital of<br />
the corporate sector as a whole, and made governance as a topic of growing interest to<br />
academics and practitioners alike. Nonetheless, weaknesses still remains, which continue to<br />
tarnish the reputation of many companies and put downward pressure on their share prices.<br />
Beyond simply complying with these “new” regulations, companies that care about their<br />
reputation must also care about how their governance structures and policies are perceived<br />
by the investors and the wider stakeholder community that continuously monitors their<br />
activities. As Fombrun (2006) asserts: “The fact that only eight of GMI’s 33 top-rated<br />
companies have high visibility and that of these only four (Eastman Kodak, Home Depot,<br />
Procter & Gamble, and Xerox) receive high reputation quotient (RQ) scores indicates that<br />
strong governance policies alone do not necessarily translate to high visibility and<br />
perception.” Not only must they implement policies that align with the ‘best practice’<br />
models proposed nationally and internationally, but they must ensure that the internal<br />
practices they put in place are strictly adhered to and communicated to their many interested<br />
and concerned stakeholders. Companies that do are increasingly finding that adopting “bestin-class”<br />
governance not only helps them avoid regulatory scrutiny and risk, but also<br />
provides a springboard for the implementation of value-adding strategies. Having a senior<br />
‘governance officer’ responsible for consistency in putting these practices in place is crucial.<br />
18 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
Having a senior ‘reputation officer’ in charge of orchestrating communications and<br />
initiatives that convey transparency about these practices is also vital.<br />
There has been a resurgence of interest in ethics in reaction to the CG scandals at the<br />
beginning of the decade. The accounting profession globally has taken steps to enhance the<br />
importance of ethical behavior and decision making. The International Federation of<br />
Accountants (IFAC) has launched a revised code of ethics based on a set of fundamental<br />
principles to be adopted by individual accountancy bodies. Accountants in business,<br />
particularly at board or at top management level, are often regarded as the keepers of the<br />
ethical conscience of their organizations. As well as following their own professional codes<br />
of ethics, accountants set an ethical example to others. According to a research report (2006)<br />
prepared by CFO Asia in collaboration with ACCA: “Good ethics are vital to good corporate<br />
governance. Company boards too are now becoming much more aware of the need to have<br />
the right ethical culture. The culture of an organization is probably the most important aspect<br />
of its system of internal control, and it is the foundation for other internal controls.<br />
Management may set out the policies and procedures which it wants followed, but it is the<br />
corporate culture which determines when they are followed, amended or ignored.”<br />
No doubt, CG has improved to some extent in the Asia region and some countries<br />
(Singapore in particular) have made significant progress in this direction. The next step is to<br />
instil “new governance” behavior, and it will take considerable time in the near future. Many<br />
corporate leaders, investors, and regulators in Asia articulate the benefits of effective CG.<br />
They judiciously understand that enduring reforms would not be achieved overnight, and<br />
that, in the short term, many practical impediments and disincentives may block or slow<br />
down the necessary changes. Thus, to move ahead in the right direction with consistent pace,<br />
across the Asian region, both governments and companies must play their respective roles.<br />
In this context, Leahy (2004) once remarked: “Governments should provide a strong legal<br />
and regulatory framework to underpin the reforms. Companies, on the other hand, should<br />
create stronger and more purposeful boards; enhance the scope, accuracy, and timeliness of<br />
financial reporting; and pay more regard to the rights and interests of minority shareholders.”<br />
While country-specific provisions will differ from one country to the next, any reform effort<br />
must include following core elements: robust corporate and securities laws, tough<br />
accounting standards, strong regulators, efficient judicial systems, and determined efforts to<br />
clamp down on ‘corruption’. Without sustained progress in the foundations of CG, any<br />
improvement focused at individual companies level will fall far short of its potential.<br />
CG in the Asian Countries—Strengths and Weaknesses<br />
An attempt will be made in this section to examine the CG scenario in 2007, and summarize<br />
the major strengths and weaknesses of the Asian markets. The CLSA and ACGA’s report<br />
titled as “The CG Watch 2007” scores show slightly better average CG improvement for<br />
companies in India, China and Indonesia, while a slight deterioration in the average score in<br />
Taiwan. Japan, a new entrant, has a higher average CG score for its firms than the rest of the<br />
Vidyasagar University Journal of Commerce 19
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
sample. Of the larger-cap companies, CG commitment appears highest, reflected in scores at<br />
over 80% for HSBC, Sharp, HK Exchanges, TSMC, Infosys and CLP Holdings. Although<br />
the absolute CG scores in 2007 may not be high, the survey does highlight that each country<br />
has some genuine strengths on which it can build, if it chooses to do so and can muster the<br />
necessary political support. Table-6(a) gives a breakdown of the average scores of the<br />
companies in each country by scores for each of the seven categories in the CG score.<br />
Table-6(a): Average CG Category Scores by Asian Countries in 2007<br />
(%) Disciplinparency<br />
Trans-<br />
Indepen- Account- Respon- Fairness Clean & Overall<br />
Dence Ability Sibility<br />
Green CG<br />
Japan 55.3 89.3 42.3 27.7 76.0 72.1 45.0 58.9<br />
Thailand 51.3 92.9 62.5 51.1 32.6 66.9 31.8 56.7<br />
Hong Kong 56.3 79.7 47.3 56.8 57.2 69.2 12.0 56.2<br />
Taiwan 68.4 57.2 42.6 51.9 62.6 59.9 28.9 54.3<br />
India 65.4 83.8 43.1 43.1 41.2 49.2 27.5 51.6<br />
Malaysia 63.4 85.3 57.6 37.1 44.4 46.4 13.2 51.4<br />
Singapore 57.6 84.2 72.7 27.2 50.6 36.3 10.6 50.3<br />
Korea 50.3 71.9 42.8 49.2 42.3 59.4 23.4 49.7<br />
Philippines 39.1 65.1 63.1 35.7 26.7 60.4 20.5 45.5<br />
China 45.5 66.6 45.8 44.6 28.6 45.7 7.9 42.3<br />
Indonesia 59.6 44.9 49.1 38.8 21.0 39.6 9.8 38.9<br />
Average 55.7 74.6 51.7 42.1 43.9 55.0 21.0 50.5<br />
Japan, with a relatively small sample of 40 companies, had higher average scores in<br />
particular for transparency, responsibility, fairness and on clean & green (C&G). Thai<br />
companies score well on transparency, fairness and accountability, and also had the highest<br />
average score for C&G in the Asia ex-Japan sample. This is mainly because there is a large<br />
representation of petrochemical companies in its sample, which are already aware and<br />
addressing issues of emissions. Hong Kong companies score better on fairness,<br />
responsibility and accountability, while Malaysian companies have higher average scores<br />
against the overall sample for transparency and discipline. Singapore companies also score<br />
well on transparency and independence but are dragged by lower than average scores for<br />
accountability and fairness. Taiwanese firm’s average scores are pulled down on<br />
accountability, fairness and independence. The somewhat unexpected result of mainland<br />
China companies having higher average CG scores is mainly because Taiwanese companies<br />
are exceedingly poor on accountability on average 32ppt lower for this category than for<br />
Chinese companies. Indonesian companies have lower than average scores for C&G,<br />
responsibility and transparency.<br />
It is a matter of great pride that some exemplary companies can be found in Asia also. For<br />
instance, CLP (Hong Kong), Posco (South Korea), Public Bank (Malaysia), Siam Cement<br />
(Thailand) and Singapore Telecommunications (Singapore), to name a few, have been<br />
20 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
recognized by several publications and organizations in the past for their good CG practices.<br />
Three Hong Kong companies (i.e., HSBC, HK Exchanges and CLP) dominate at the very<br />
top of the list of companies with the highest CG scores in 2007. Of the top-30 CG scores, 10<br />
are Japanese companies (see Table-7). However, of the top five companies in the high CG<br />
large cap list (which score above 80%) only one company (Sharp) is from Japan. Other<br />
Japanese companies CG scores are below 80%. In all, seven of the top-30 CG companies are<br />
from HK. The other two companies in this list at the top for CG are TSMC and Infosys. For<br />
instance, Infosys Technologies from India discloses the extent of its compliance with 10 CG<br />
codes, reconciles its financial statements with eight accounting standards (including the US<br />
and UK GAAP), and has a board with a majority of independent directors, as well as, wholly<br />
independent audit, nominations, corporate governance, ethics and compensation committees.<br />
In this list of top-30, South Korea has six companies (viz., Hynix Semiconductor, LG Philips<br />
LCD, Kookmin Bank, Hana Financials, Posco, and Shinhan Financial) but unfortunately<br />
none of them scored above 80%--top companies have ‘good’ but not ‘excellent’ CG scores.<br />
Table-7: Top-CG companies among large-caps (sorted by CG ranking in 2007)<br />
Company Country Sector<br />
HSBC Hong Kong Financial services<br />
Sharp Japan Technology<br />
HK Exchanges Hong Kong Financial services<br />
Taiwan Semiconductor Taiwan Technology<br />
Infosys India Technology<br />
CLP Hong Kong Power and gas<br />
MSI Japan Financial services<br />
Nintendo Japan Technology<br />
Hynix Semiconductor Korea Technology<br />
LG Philips LCD Korea Technology<br />
Esprit Hong Kong Consumer<br />
Inpex Japan Petroleum & Chemicals<br />
Bharti India Telecoms<br />
Kookmin Bank Korea Financial services<br />
Mitsubishi Estate Japan Property<br />
China Steel Taiwan Materials<br />
Li & Fung Hong Kong Consumer<br />
Swire Hong Kong Property<br />
Toyota Motor Japan Automotive<br />
United Microelectronics Taiwan Technology<br />
Standard Chartered Hong Kong Financial services<br />
Hana Financial Korea Financial services<br />
Posco Korea Materials<br />
Shinhan Financial Korea Financial services<br />
Vidyasagar University Journal of Commerce 21
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
Nine Dragons Paper Hong Kong Miscellaneous<br />
Mitsubishi Electric Japan Technology<br />
Resona Japan Financial services<br />
Wipro India Technology<br />
Hindustan Lever India Consumer<br />
Honda Motor Japan Automotive<br />
[Source: CLSA Asia-Pacific Markets, CG Watch 2007, page 43]<br />
No doubt, some Asian countries have a higher ratio of strengths to weaknesses than others.<br />
Appendix-1 highlights the major strengths and weaknesses regarding CG scenario prevalent<br />
in the Asian Countries. But certainly all the Asian countries are in a much better shape now,<br />
from a CG perspective, than they were at the start of this decade. The challenge, at present,<br />
is to keep going and avoid the temptation to sit back and relax.<br />
A Time for Rethinking<br />
Ethics is an ‘inspirational’ objective, and should represent the ‘intrinsic’ cultural values of<br />
the society in which a corporation operates, as well as, the behavior expected of the<br />
corporation in all its dealings with shareholders and other stakeholders generally. Where a<br />
corporation sees fit to codify ethical conduct, such guidelines should be succinct but<br />
sufficiently detailed to give a clear direction to the behavior of those to whom it is directed.<br />
Ethical practices and issues are both complex and vexed; no single or universal model can be<br />
defined or prescribed. It should be clearly noted that the notion of having “one size fits all”<br />
type of universal CG code is not only inappropriate but undesirable also. In any event, a<br />
number of countries, where the private enterprise sectors are relatively developed, have<br />
individually established national codes to address their own special requirements—namely,<br />
United Kingdom (Cadbury, Greenbury and Hampel Reports), Australia (Borsch Report),<br />
South Africa (King Report), Canada (Dey Report), India (CII) and Malaysia.<br />
Modern society is afflicted by “moral pollution,” which is not confined to the corporate<br />
sector alone, but is all pervasive. In such a climate, mere gimmicks of reforming the<br />
corporate sector would not automatically guarantee good CG. What is required is an<br />
evolution of a culture of social consciousness. As per Indian Shastras, “improvement in the<br />
quality of governance can improve only if each and every individual starts culturing human<br />
values in the inner world of himself. Search for effectiveness by culturing human values is a<br />
journey within the individual, within the self.” The global debate is gradually ‘converging’<br />
very much in favor of having “Code of Ethics and Values,” but the challenge is how to<br />
successfully implement it. The Indian Vedas had stated long back, how to do it with the help<br />
of an example: “A business should benefit from business like a honey bee, which suckles<br />
honey from the flower without affecting its charm and beauty,” thereby indicating that<br />
adopting ethical values and principles are the only solutions to prosperity and welfare of the<br />
society in the long-run.<br />
Undoubtedly, the starting point for reform in Asia is very different from the starting point in<br />
Europe or North America. Asian governments, corporate leaders, investors and regulators<br />
22 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
realize that “CG practices would not change overnight, so lot of patience is needed.” Getting<br />
companies in Asia to comply with new rules is a challenging task requiring greater<br />
transparency and better enforcement, not to mention a cultural upheaval in boardrooms.<br />
Agreement is growing, at least in principle, on what good CG entails, and most countries in<br />
the region have adopted CG Codes. “Securities laws and the listing requirements of stock<br />
exchanges have been strengthened, regulatory authorities have enhanced powers, and the<br />
media is more inquisitive.” Since the Asian crisis, all the countries in the region have seen an<br />
overhaul in their auditing/accounting standards. Consequently, there has been a convergence<br />
of local auditing standards with international best practices. Not only does this mean that<br />
there is standardization across the region, which facilitates comparisons, it also shows a<br />
heartening dedication to transparency and openness. Yet the progress is uneven. Across<br />
Asia, too many companies remain unconvinced of the value of good CG. Moreover, the<br />
institutions needed to ensure good governance—judicial systems, capital markets, long-term<br />
institutional investors that can push for better governance—continue to be underdeveloped in<br />
most of the region. Laws and regulations are not enforced rigorously. The years following<br />
the Asian financial crisis have seen the implementation of more rigorous CG standards but it<br />
is questionable whether the new rules have actually permeated corporate practices.<br />
Now, the challenge is to move away from the ‘philosophical’ debate on CG to dealing with<br />
the “hard” issues of practical implementation, and the application of good CG practices<br />
throughout the world. It will be necessary to analyze the particular circumstances of each<br />
country, their legal and regulatory systems, structures of business enterprise, inherent<br />
cultural characteristics and heritage, before defining any specific approaches to addressing<br />
issues of CG. Naturally, each country must define for itself what its special circumstances<br />
and priorities are within this context. The next phase of activities will include establishment<br />
of “Centres of Excellence” in collaboration with the World Bank to provide training at<br />
regional and country level in the various elements constituting a suitable CG framework.<br />
Maintaining the momentum for CG reforms in Asian countries, thus, will require some<br />
rethinking on ‘basic’ questions. First, what major rule changes or changes to the legal system<br />
are needed to allow market participants to fully engage in CG reform and to complement the<br />
efforts of regulators? If we want robust and effective CG, we need robust and well-crafted<br />
rules, and vigorously enforcing them. Secondly, do any existing procedural rules inhibit<br />
investors from exercising their most basic rights, such as, voting and participating in annual<br />
general meetings? The answers in many parts of the region are amply clear, that they do.<br />
Thirdly, are any existing rules inherently self-defeating and incapable of producing the<br />
intended outcomes? Weak definitions of “independent director” are a good example. Fourth,<br />
are we creating potential conflicts or managerial inefficiencies within companies by grading<br />
new global best practices onto traditional company law structures without reforming them?<br />
A good example here is the introduction of independent directors into the quasi two-tier or<br />
dual-board system of China, Indonesia, Japan and Taiwan.<br />
Benz and Frey (2007) conclude: “We proposed that CG can learn from four cornerstones of<br />
public governance. First, we argue that CG can gain from realigning managers’<br />
compensation with the practice prevalent in the public sector—namely, fixed compensation<br />
Vidyasagar University Journal of Commerce 23
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
not dependent on pay-for-performance. Second, we consider the advantages of relying on the<br />
basic democratic idea of division of power in CG. Third, we can learn from how rules of<br />
succession prevalent in the political sphere can be applied so as to devise better governance<br />
rules. And, fourth, we propose that CG can be improved by relying on institutionalised<br />
competition in core areas of the firm.<br />
CG is not just “compliance” but goes further, as we sometimes describe it as “beyond<br />
compliance towards building a good governance culture, instilling an environment of trust<br />
and confidence.” CG stems from the culture and mindset of management and cannot be<br />
regulated by legislation alone; too many legal provisions and their intricacies would make<br />
the real objective worthless. Perhaps the most important challenge we face, at present, is the<br />
mindset of the people and the organizational culture. This change should come from within,<br />
not by force. The government or the regulatory agencies, at best, can provide certain<br />
environment which will be conducive for such a mindset taking place but the primary<br />
responsibility is of the ‘managerial people’ (the elite and more powerful class) especially the<br />
members of the board of directors and the top management. Further, the spirit of CG is more<br />
important than the form—substance is more important than style. Ethical values are the<br />
essence of CG and these will have to be clearly articulated, and systems and procedures<br />
devised so that these values are practiced ‘willingly’ by the corporate world. Inevitably, the<br />
question of CG boils down to “morality and respect for the shareholders’ right”. We are of<br />
the firm opinion that some initiatives have been taken by various national agencies in Asia,<br />
but much work still remains to be done (see Table-8), and the ethos of CG culture has yet to<br />
sink in. Full convergence with international accounting and audit standards, better protection<br />
of minority investors, stronger enforcement of existing laws & regulations, actual<br />
independence of the supposedly independent, non-executive directors, etc., are some of the<br />
grey areas requiring improvements in CG scenario in the Asian countries. In nutshell, we can<br />
say that CG scenario in Asia remains at best a gradual work-in-progress, and how soon it<br />
will attain perfection only future will tell us.<br />
Table-8: Shareholder Rights--a Work-in-progress in Asia<br />
Question<br />
China<br />
Hong Kong<br />
India<br />
Indonesia<br />
Japan<br />
Korea<br />
Malaysia<br />
Philippines<br />
Singapore<br />
Taiwan<br />
Thailand<br />
Can minority shareholders easily elect an N M M N N N N N M M N<br />
independent executive director?<br />
Are pre-emption rights for minority N M M L N M M N M M S<br />
shareholders family protected?<br />
Is there a trend of large listed companies S Y M N N N N N N N S<br />
voting by poll?<br />
[Keys: Y = Yes; S = Somewhat; M = Marginally; N = No]<br />
24 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
References<br />
1. Allen, J. 2005. “Corporate Governance Watch 2005: Spreading the Word,” Asian<br />
Corporate Governance Association, Hong Kong, pp.60-69.<br />
2. Allen, J. 2006. “Weak Rules Hinder Corporate Governance Reform in Asia,”<br />
International Financial Law Review, November, pp.17-18.<br />
3. Athreya, M. B. 2005. “Business Values For The 21st Century,” in the book “Corporate<br />
Governance and Business Ethics,” editors, All India Management Association, Excel<br />
Books, New Delhi, pp. 4-12.<br />
4. Badawi, I. M. 2005. “Global Corporate Accounting Frauds and Action for Reforms,”<br />
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Quarterly, No.2, pp. 24-38.<br />
6. Benz, M. and Frey, B.S. (2007). “Corporate Governance: What Can We Learn From<br />
Public Governance?” Academy of Management Review, Volume 32, No. 1, pp. 92-107.<br />
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Hour,” The Chartered Accountant, November, pp.762-771.<br />
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Publishing Corp., Hong Kong, June, pp. 1-32.<br />
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Perspectives from the Bhagavad Gita,” Singapore Management Review, Volume 29, No.<br />
1, pp.73-84.<br />
11. Choi, Jong-Hag and Wong, T.J. 2007. “Auditors’ Governance Functions and Legal<br />
Environments: An International Investigation,” Contemporary Accounting Research,<br />
Spring, Volume 24, Issue 1, pp. 13-46.<br />
12. CLSA Asia-Pacific Markets, 2007. “CG Watch 2007: CG in Asia,” in collaboration with<br />
the Asian Corporate Governance Association, Hong Kong (visit www.clsa.com for<br />
details).<br />
13. Ferris, S.P. Jandik, T., Lawless, R.M., and Makhija, A. 2007. “Derivative Lawsuits as a<br />
Corporate Governance Mechanism: Empirical Evidence on Board Changes Surrounding<br />
Filings,” March, Journal of Financial and Quantitative Analysis, Vol. 42, No. 1, pp. 143-<br />
166.<br />
14. Fombrun, C.J. 2006. “Corporate Governance,” Corporate Reputation Review, Volume 8,<br />
No. 4, pp. 267-271, Palgrave Macmillan Ltd.<br />
15. Greer Lesley and Tonge, Alyson 2006. “Ethical Foundations: A New Framework for<br />
Reliable Financial Reporting,” Business Ethics: A European Review, July, Volume 15,<br />
No. 3.<br />
16. Leahy, Christopher 2005. “Corporate Governance in Asia,” Euromoney, pp.31-35.<br />
17. Matthias, M. B., Lawrence, W. B. and Wilson, G. P. 2005. “Broadening Indonesia’s<br />
Reform Agenda,” The McKinsey Quartely, No. 3, pp. 32-40.<br />
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18. Melendy, S. R., Huefner, R. J. 2007. “The Role of the CPA in Corporate Governance<br />
Committees,” The CPA Journal, February, available at www.nysscpa.org.<br />
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(Q 3, 2005), pp. 49-67.<br />
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The Standard, January 3.<br />
Appendix-1<br />
CG Scenario in the Asian Countries: Strengths and Weaknesses<br />
Hong Kong<br />
Strengths<br />
• Relatively high standards of financial and non-financial reporting. Accounting<br />
and auditing standards in line with international norms.<br />
• Good disclosure of director share transactions, individual director<br />
remuneration, and reasonably good disclosure of material transactions.<br />
• Voting by poll is mandatory for certain resolutions at EGMs and is now<br />
regularly carried out for all resolutions at AGMs by most large caps.<br />
• Protection of minority shareholders in takeovers and privatizations is strong.<br />
• Regulatory and stock exchange Web sites are good source of information on<br />
laws, regulations, public enforcement activities, and company<br />
announcements/reports.<br />
26 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
Weaknesses<br />
• Frequency of financial reports remains limited to annual and interims, while<br />
reporting deadlines (120 days for audited annuals) is well below international<br />
best practice.<br />
• Legal remedies available to investors are extremely limited and costly.<br />
• Definition of “independent director” is artificially designed and weak, which<br />
undermines the value of this role.<br />
• Enforcement powers of both the main securities commission and the stock<br />
exchange are insufficient. Enforcement and disciplinary proceedings drag on<br />
for years.<br />
• Most institutional investors are not voting their shares or taking an active<br />
interest in CG issues. Almost none attend AGMs.<br />
• No organized retail shareholder association.<br />
Singapore<br />
Strengths<br />
• Accounting and auditing standards in line with international norms, plus<br />
regulation of the auditing profession is being strengthened.<br />
• Generally high standards of financial and non-financial reporting. Frequency<br />
and timeliness of financial reporting is world class, including high quality<br />
quarterly reporting and audited annual results within 60 days.<br />
• Companies provide reasonably good disclosure of material transactions.<br />
• Regulatory deterrence against insider trading is improving.<br />
• Scope of information on regulatory Web sites, especially as regards public<br />
enforcement activities by the Monetary Authority, has grown.<br />
• A small group of institutional investors are actively voting their shares,<br />
attending AGMs and asking questions.<br />
• Singapore has an organized retail shareholder association.<br />
Weaknesses<br />
• There is limited disclosure of individual-director remuneration in Singapore.<br />
• Independent directors in most listed companies need not be independent of the<br />
controlling shareholder.<br />
• Legal remedies available to investors are extremely limited.<br />
• Voting by poll is not mandatory and rarely practiced, even by major listed<br />
companies.<br />
• Rules governing takeovers and privatizations are quite strong, except that the<br />
approval process for voluntary de-listings does not adequately protect minority<br />
shareholders (since all shareholders, including the controlling shareholder and<br />
directors, may vote).<br />
• The deadline for releasing AGM notices and detailed agendas is still only 14<br />
days, which is well below global best practice.<br />
• Finding data on enforcement activities on the stock exchange Web site is not<br />
Vidyasagar University Journal of Commerce 27
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
easy, while the organization of company announcements could be greatly<br />
improved.<br />
India<br />
Strengths<br />
• Financial and non-financial reporting standards among the largest companies<br />
are high (in some cases, truly world class).<br />
• Release of audited annual results by these companies is quick (within 60 days).<br />
• Disclosure of individual director remuneration is required and companies<br />
release their detailed AGM agendas relatively early (at least 21 days).<br />
• The main securities commission (SEBI) is independent of government (more<br />
so than in most Asian markets).<br />
• Regulatory Web sites contain large amount of information on laws and<br />
regulations.<br />
• The media is extremely free to report on and debate CG issues.<br />
• India has some excellent examples of well-governed firms and a national<br />
industry body (CII), which spreads the word via reports, conferences and<br />
training courses.<br />
Weaknesses<br />
• Huge disparity between the high standards of many large caps and the rest of<br />
the market (made up of thousands of small listed firms).<br />
• Despite the good reputation of Infosys, HDFC Bank and some others, the true<br />
level of commitment to good governance among India’s large caps is less than<br />
advertised.<br />
• Various disclosure rules have weaknesses (e. g, those relating to quarterly<br />
reporting, material transactions, and share transactions by directors).<br />
• Legal remedies for shareholders are in theory quite strong, but in practice<br />
extremely weak due to an inefficient court system.<br />
• Public corruption and disorganization is rife.<br />
• There is virtually no voting by poll at AGMs, even among the large caps, and<br />
meetings are often held in remote locations.<br />
• Regulatory enforcement is improving, but resources and results still limited.<br />
• Minimal involvement of institutional investors in CG issues. Greater<br />
involvement by retail groups, but their efforts are piecemeal, fragmented and<br />
localized (no real national shareholder association).<br />
Taiwan<br />
Strengths<br />
• Financial reporting standards are reasonably close to international norms and<br />
are improving (e. g, quarterly reports will be consolidated from 2008). The<br />
same for accounting and auditing standards.<br />
• Major improvements have been made to company and securities laws, as well<br />
as ancillary regulations, over the past two years.<br />
• Regulatory enforcement has taken a step forward, especially with regard to<br />
28 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
corporate fraud and insider trading.<br />
• Taiwan is one of the few places in Asia that requires directors convicted of<br />
fraud to resign their positions on boards.<br />
• The scope of regulatory and corporate information on regulatory Web sites is<br />
wide and improving. Finding English translations of major laws and rules is<br />
easy.<br />
• The judiciary is fairly independent and generally clean, while media freedom<br />
is strong. There is active involvement of academics and certain non-profit<br />
organizations in CG reform.<br />
• There is a quasi-government agency, the Securities and Futures Investor<br />
Protection Centre, undertaking law suits on behalf of minority shareholders.<br />
Weaknesses<br />
• Non-financial reporting standards could improve, as could disclosure of<br />
substantial shareholding stakes and share transactions by directors.<br />
• Voting by poll is normally carried out for the election of directors at AGMs,<br />
but not for all resolutions, and voting results are not made public.<br />
• Indeed, the entire apparatus of annual meetings in Taiwan—from sending out<br />
notices, to finalizing agendas, to voting and publishing results—needs an<br />
overhaul.<br />
• Institutional investors routinely cite Taiwan as one of the most difficult<br />
markets in Asia to vote in.<br />
• Regulatory enforcement has improved, regulatory agencies are underresourced<br />
and there is a lack of cross-fertilization between the market and<br />
certain agencies (such as the Securities and Futures Bureau) in terms of<br />
recruitment.<br />
• The main statutory regulator, the Financial Supervisory Commission, is not<br />
independent from the Taiwanese government and often exposed to strong<br />
parliamentary and political pressure.<br />
• The judiciary is improving, but lacks the depth of skill needed to deal with<br />
complex securities cases.<br />
Japan<br />
Strengths<br />
• Global standards of CG, financial and non-financial reporting practices are<br />
quite high, especially among the larger companies. Quarterly reports are fairly<br />
robust and detailed, while rules on disclosure of substantial shareholding<br />
stakes and share transactions by controlling shareholders have recently been<br />
improved.<br />
• Past two years have witnessed major legislative changes—new and<br />
modernized Company Law, Securities law, Financial Instruments and<br />
Exchange Law.<br />
• Regulatory enforcement has become more vigorous in recent years, but is not<br />
Vidyasagar University Journal of Commerce 29
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
always consistent or fairly applied.<br />
• Disclosure of public enforcement activities is relatively good, while private<br />
enforcement by the market is on the rise (e. g, through the voting of shares at<br />
AGMs and investor engagement with companies).<br />
• Japan has an active Pension Fund Association and is the only country in Asia<br />
to have a working electronic voting system.<br />
Weaknesses<br />
• While listed companies have been willing to improve their disclosure practices<br />
and enhance communication with shareholders, they have felt less compelled<br />
to change their organizational structures and open themselves to outside<br />
scrutiny by, for example, independent directors and minority shareholders.<br />
• Japan has no real concept of “independent director”, nor does it have a proper<br />
national code on CG (unlike other Asian markets).<br />
• It promotes modern CG ideas in a rather fragmented way through various parts<br />
of its company and securities laws, regulations and listing rules. This may be a<br />
necessary compromise, but it creates a fair degree of ambiguity around<br />
government policy.<br />
• There are many areas where standards could be improved, but which appear to<br />
be neglected at present, including: cutting the deadline for releasing audited<br />
annual results from the current 90 days to 60 days; requiring all listed<br />
companies to publish their AGM agendas earlier (the rule is still 14 days);<br />
requiring the results of poll votes to be published; and so on.<br />
South Korea<br />
Strengths<br />
• Financial and non-financial reporting practices among the larger listed<br />
companies have improved. Government has been taking notice of new<br />
international best practices on auditor independence and whistle blowing<br />
protections.<br />
• Public enforcement, most noticeably in the activities of public prosecutors and<br />
the judiciary, has also improved.<br />
• Korea is unusual in having had a vigorous retail activist movement and<br />
minority shareholders willing to take companies to court.<br />
• One of the few countries to pass a law permitting class-action lawsuits for<br />
accounting fraud.<br />
• Media is quite free to report on CG issues, although not always impartial.<br />
• Korea now has a corporate governance focus fund.<br />
Weaknesses<br />
• Financial reporting and accounting standards still some way from international<br />
norms (e. g, lack of consolidation for interims and quarterly reports; deadline<br />
for audited annual results is still 90 days; valuation still based on cost rather<br />
than fair value).<br />
30 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
• Rules on disclosure of share transactions by directors and individual director<br />
remuneration are well below global best practice.<br />
• Class-action lawsuits may be permitted, but a range of restrictions have<br />
nullified the impact of this law. Directors convicted of fraud are not required to<br />
resign from boards, except in banking and financial firms.<br />
• There is virtually no voting by poll at the AGMs of listed companies (even<br />
among the large ones).<br />
• The position of independent directors remains weak (as in most markets).<br />
• In light of the above, it is not surprising that the government’s policy on CG<br />
comes across as highly inconsistent.<br />
Malaysia<br />
Strengths<br />
• Financial reporting and accounting standards have improved in recent years<br />
and the reporting practices of large caps are close to international best<br />
practices.<br />
• Quarterly reporting is fairly sound.<br />
• Regulatory bodies are well-staffed and have strong powers of investigation and<br />
enforcement.<br />
• Disclosure of public enforcement activities is good, while regulatory and stock<br />
exchange web sites are informative and provide access to all major laws,<br />
regulations, corporate announcements, and so on.<br />
• The Malaysian government has been taking account of, and implementing,<br />
new international best practices on auditor independence and whistle blowing<br />
protections.<br />
• Professional bodies are quite actively promoting CG and related training, while<br />
the Minority Shareholder Watchdog Group, which is still government-funded,<br />
has been revamped and given a sharper focus.<br />
Weaknesses<br />
• The quality of financial reporting among small listed companies is poor, while<br />
the standards of non-financial reporting among all companies leaves a lot to be<br />
desired.<br />
• Few companies report their audited annual results within 60 days.<br />
• Securities laws do not appear to provide a credible deterrent against insider<br />
trading. Legal remedies for shareholders are limited.<br />
• There is virtually no voting by poll at AGMs.<br />
• There is little confidence in the market that independent directors are<br />
genuinely independent in Malaysia.<br />
• While public enforcement efforts have improved, regulators do not have a<br />
reputation for treating all companies and individuals equally.<br />
• Private enforcement by the market is limited (at both the institutional and retail<br />
level), with many investors having a low opinion of the ethical standard of the<br />
Vidyasagar University Journal of Commerce 31
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
average listed company.<br />
Thailand<br />
Strengths<br />
• Financial and Non-financial reporting rules are in line with international norms<br />
and reporting practices among large companies are largely in line with global<br />
standards.<br />
• Companies report audited annual results within 60 days, and quarterly<br />
reporting is quite robust.<br />
• Regulators have made greater efforts to improve enforcement in recent years<br />
(and disclose what they are doing) and have undertaken some quite innovative<br />
measures (e.g., a director “white list”; an AGM assessment program).<br />
• Companies are starting to vote by poll voluntarily at their annual meetings<br />
(although in a slightly strange hybrid way: votes are not counted<br />
confidentially, but anyone who wants to vote against raises their hand and<br />
his/her vote is deducted from the total).<br />
• There is an active director training program organized by the Thai Institute of<br />
Directors.<br />
Weaknesses<br />
• The current military government has not taken a big interest in the equity<br />
market or CG reforms.<br />
• Major legislative amendments to both the Public Companies Act and the<br />
Securities and Exchange Act continue to languish in the system, and hold back<br />
the introduction of improvements to Thailand’s CG regime.<br />
• Regulatory enforcement may be improving, but some of the innovative efforts<br />
(such as the “white list”) are proving harder to implement than expected—<br />
since neither the securities commission nor the stock exchange has the power<br />
to remove a director not on the white list.<br />
• Meanwhile, investor confidence in its corporate-governance regime seems to<br />
be at its lowest point for more than five years.<br />
China<br />
Strengths<br />
• One of China’s main strengths is an ability to make bold moves when you least<br />
expect it. Witness the announcement in early 2006 that it would bring its<br />
accounting and auditing standards rapidly into line with international norms.<br />
• Although there are countless practical problems associated with this move—<br />
lack of trained accountants and experienced auditors, difficulties over<br />
measuring fair value, and so on—it should help to build confidence in the<br />
quality of listed company accounts in China over the long term.<br />
• Major legislative amendments to both the Company Law and the Securities<br />
Law in 2005 should also lay a stronger foundation for CG.<br />
• Large listed companies in China often do vote by poll (although are not<br />
32 Vidyasagar University Journal of Commerce
Madan Bhasin<br />
required to by law) and they release their detailed AGM agendas earlier than<br />
most companies in the region (20 days).<br />
• Surprisingly, while few large A-shares report their audited annual results<br />
within 60 days, some of the mid caps do.<br />
• Meanwhile, regulatory websites have improved hugely over the past two years,<br />
especially in the quantity and timeliness of English-language material.<br />
Weaknesses<br />
• The quality of financial reporting among large caps is quite high, especially<br />
among those listed overseas, the value of non-financial reporting is much<br />
lower (e.g., disclosure of director remuneration is often quite vague and<br />
misleading, not to mention inconsistent from company to company).<br />
• Quarterly reports are more limited in scope than in many other markets.<br />
• Rules governing disclosure of share transactions by directors and material<br />
transactions are not up to international standard, securities laws appear to<br />
provide little deterrent effect against insider trading and market manipulation.<br />
• Access to the legal system is restricted and the competence of the judiciary to<br />
adjudicate difficult securities cases is an issue.<br />
• Little scope for minority shareholders to organize themselves into an<br />
independent association to protect their interests.<br />
Philippines<br />
Strengths<br />
• Financial-reporting practices among large caps are common, including the<br />
quality of quarterly reports.<br />
• Listed Philippine companies produce some of the most detailed AGM circulars<br />
in the region, with some of the better ones releasing them quite early.<br />
• Regulatory web sites are informative and media has considerable freedom to<br />
report on CG issues.<br />
• Focus on bringing its accounting and auditing rules into line with international<br />
standards.<br />
• Providing for director’s training.<br />
Weaknesses<br />
• The quality of non-financial reporting is not high, even among larger firms.<br />
They take 105 days to report audited annual results.<br />
• Disclosure rules relating to material transactions could be improved.<br />
• The regulatory system does not deter insider trading.<br />
• Class-action lawsuits are permitted, but rarely initiated.<br />
• Voting by poll is non-existent and is seen by companies as difficult and timeconsuming.<br />
• After a strong start early this decade, the Securities Commission seems to have<br />
lost its focus regarding CG policy.<br />
• Enforcement is seen as woeful and regulators lack resources to do a proper job.<br />
Vidyasagar University Journal of Commerce 33
CORPORATE GOVERNANCE AND TRANSPARENCY SCENARIO IN ASIA<br />
• The influence of the market (i.e., investors) is extremely limited.<br />
Indonesia<br />
Strengths<br />
• Given the poor to uneven state of financial reporting in Indonesia, the quality<br />
of many quarterly reports is actually good.<br />
• Indonesia offers some of strictest protection for minority shareholder preemption<br />
rights in the region (indeed, its rules are probably too restrictive).<br />
• The present government’s anti-corruption drive is yielding some results.<br />
• Indonesia continues to try to improve its CG regime through, for example,<br />
revising its national code of best practice and bringing in a new CG code for<br />
banks.<br />
Weaknesses<br />
• While the government may be amending its CG codes few believe it is truly<br />
serious in its efforts.<br />
• The anti-corruption drive aside, the Indonesian government has a deeply<br />
entrenched credibility problem.<br />
• This malaise is echoed in market: in the low quality overall of financial<br />
reporting; weak disclosure of material events and share transactions by<br />
directors; the scope for insider trading; the lack of investor involvement; and<br />
the antipathy showed by many companies to CG.<br />
• Extremely weak enforcement record of regulators and the lack of<br />
independence of the main securities regulator.<br />
34 Vidyasagar University Journal of Commerce
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
A SURVEY ON THE RECAPITALISATION, MERGERS AND<br />
ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
S.A. Aduloju *<br />
A.L. Awoponle**<br />
S.A. Oke***<br />
ABSTRACT<br />
The reaction of the insurance underwriters towards the recapitalization exercise in<br />
Nigeria is investigated. Fifty-four questionnaires were properly filled and returned<br />
from members of staff of some selected insurance companies, upon which descriptive<br />
analytical tools and chi-square statistical tool were used. From the analysis,<br />
recapitalisation has been enhancing the development of insurance industry and<br />
mergers and acquisitions have remained a viable option for them to remain in<br />
business. Based on the findings recommendations were made; insurance industry<br />
should not wait until they are compelled by law to increase their capital base.<br />
Recapitalised insurance companies should have strategic alliance with the<br />
multinationals in the country for technical and business support for the local<br />
underwriters. Also, the industry’s regulatory mechanism should produce a strong<br />
pressure group to make a presentation to the government for legislation to conserve<br />
our foreign earnings and retained insurance premiums paid to the foreign underwriters<br />
who absolutely control some of our insurance business in Nigeria.<br />
Introduction<br />
In recent times, the world financial system has experienced considerable economic shocks<br />
due to unprecedented system failures, and increasing insiders’ abuse (Irukwu, 2005). Thus,<br />
government’s intervention is continually noticed with the aim of repositioning the emerging<br />
companies for better service and enhances their capacity to acquire a larger share of the<br />
market. For insurance and re-insurance companies in Nigeria, the positive drive by<br />
government for repositioning seems to be beneficial both to the organisations and the<br />
∗ Department of Actuarial Science and Insurance, University of Lagos, Nigeria,<br />
** Department of Actuarial Science and Insurance, University of Lagos, Nigeria,<br />
e-mail:awoponle2000@yahoo.com,<br />
***Department of Mechanical Engineering, University of Lagos, Nigeria,<br />
e-mail: sa_oke@yahoo.com.
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Nigerian community at large (Aghoghobvia, 2005; Isimoya, 1999). Insurance and<br />
reinsurance companies that are perceived as safe and well managed in the market place are<br />
likely to obtain more favourable terms and conditions in its relationship with investors,<br />
creditors, insureds, reinsurers / retro-cessionaries and other counter parties than one that is<br />
perceived as weak and more risky (The Risk Shield Magazine, 2005a,b).<br />
In Nigeria, the minimum paid up capital of life insurance companies were raised to N2<br />
billion (representing an increase of 1,233.33%) while the capital base of non-life insurance<br />
companies was increased by 1,400% to N3 billion. Composite insurance companies<br />
underwriting have their capital base increased by 1,328.57% to N5 billion, while the<br />
reinsurance companies were required to shore up their minimum paid up capital to N10<br />
billion, (representing an increase of 2,575.14%). Thus, adopting the merger and acquisition<br />
option remains a critical decision for business owners (Bashorun, 2003; Bashorun, 2003a,b;<br />
Ladipo-Ajayi, 2005).<br />
In the Nigerian insurance industry, the decline in goodwill is exemplified by the sharp fall in<br />
gross premium income of all insurance companies in Nigeria from N14,792.0 million in<br />
1999 to N1,567.8 million in 2000. Thus, the Nigerian insurance industry is in crisis,<br />
exemplified by shrinking market share and reduced growth. In the past, the Nigerian<br />
insurance companies have lost much premium whereby multinational companies and<br />
operators in the oil and gas sector prefer to insure their risk overseas with attendant capacity<br />
flight, tactical delay of claims payment and other financial obligations to the public (Uranta,<br />
2004). Thus, insurance companies, must strive to improve on their collective public image,<br />
which has been battered by these factors by improving on their service delivery. It is<br />
observed that the quantum of claims was greater than the paid up capital of all insurance<br />
companies; it may well be that some insurance companies were not financially strong<br />
enough to meet the claims of client, thereby creating a crisis of confidence in the entire<br />
industry. This may be the reason why reinsurance business was introduced in Nigeria in<br />
1976.<br />
This study investigates into the reactions of the insurance underwriters towards the<br />
recapitalization exercise; examines how mergers and acquisitions will enhance the<br />
sustainability of some insurance companies who are unable to meet the new capital base<br />
(Ladipo-Ajayi, 2005); and also examines the factors responsible for low contribution of<br />
insurance industry to the nation’s growth (Thomas, 2004; Sunday, 2006). This research will<br />
also recommend some likely solution to the insurance experts and the government that<br />
makes enactment regarding the insurance industry.<br />
A great number of papers have investigated into the recapitalisation problem of the insurance<br />
industry in Nigeria. The following is a brief account of them. Irukwu (2005) decries<br />
recapitalization order by arguing that it was wrong for the government to call for another<br />
round of recapitalization in the insurance industry when the operators were yet to recover<br />
from the previous one. Ladipo-Ajayi (2005) stated that the recent capital base set by the<br />
federal government of Nigeria for the insurance and reinsurance companies should be seen<br />
as a possible magnet that could enable local players take jobs outside the shores of the<br />
country after the consolidation exercise.<br />
36<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
Aghoghovbvia (2005) stated that it is not surprising that the insurance industry has not been<br />
able to support the economy to the extent that it should. He listed some of the challenges<br />
facing the industry to include shortage of skilled manpower; difficulties in the collection of<br />
balances; lack of innovation by operators as well as the low level of information technology<br />
leverage in the industry. In order to cope with these challenges facing the industry and take<br />
full advantage of opportunities likely to emerge after the recapitalization exercise, they<br />
should improve upon the underwriting, marketing, operations and financial aspects of their<br />
management.<br />
The challenge to the insurance industry has become much stronger with the emergence of<br />
universal banking which has, in effect, expanded the scope of activities of banks to include a<br />
good measure of insurance. Indeed, in developed countries, insurance is regarded as a major<br />
component of the financial services industry. A large company, having multi-billion naira<br />
assets, would not be unduly sentimental when arranging for the insurance of its assets. Such<br />
a company would rather target a large insurance company with strong asset base to provide<br />
the necessary cover.<br />
Given the prevailing realities in our insurance industry, very few insurance companies can<br />
justifiably claim to be in a position to insure assets whose value runs into billions of Naira.<br />
The fact that reinsurance is available to cushion the devastating effect of large claims does<br />
not detract from the basic need to have very strong and viable players in the industry. The<br />
structure of many of the small and hardly viable insurance companies does not encourage<br />
resorting to take-overs because the proprietors of such companies would easily prevent any<br />
take-over bid which does not enjoy their support. It is also difficult to comprehend how such<br />
proprietors would readily accede to a request or a merger with another company, particularly<br />
where such merger may terminate their direct involvement in the industry. Perhaps a<br />
practical solution may be found in a statutory and regulatory apparatus which makes it<br />
practically impossible for any company which has not gotten a very solid financial base to<br />
operate in the insurance industry. Such an apparatus would simply compel the merger of<br />
companies whose only other alternative is to get out of the industry altogether through the<br />
sheer inability to meet with the basic requirements of the statutory and regulatory apparatus.<br />
In conclusion, if necessary care is taken in effecting the schemes, which are likely to be put<br />
in place consequent upon an increase in the tempo of business activities in the country, the<br />
entire economy will certainly benefit from the exercise. However, if the processes are again<br />
caught in the usual lackadaisical and, sometimes, narrow-minded approach to important<br />
issues and characteristics of our society, then the future of this basically beneficial<br />
machinery for economic development may be bleak in this country. It is only to be hoped<br />
that we are already bargaining to learn our lessons regarding the imperative need to adopt a<br />
pragmatic approach to those things, which are useful vehicles for the economic development<br />
of our society. Therein lies the future of the great country of our dream.<br />
A close study of the trends of mergers and acquisition of insurance companies in the United<br />
Kingdom from January to August 1998 noted that the growth in the sizes establishment in<br />
other parts of the world outside the United Kingdom, arose from the financial muscles they<br />
achieved via mergers and acquisition. The diversity into other businesses also led to the<br />
Vidyasagar University Journal of Commerce 37
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
growth. Mergers and Acquisitions, and branching out into other parts of the world, continued<br />
to be part of the insurance business culture from year to year in the United Kingdom. For<br />
instance, in 1984 only 11 companies were involved in bids for mergers and acquisitions, and<br />
in 1987 and 1988, the numbers were 69 and 79 respectively. But in 1992 and 1993, the<br />
figures were 33 and 32 respectively (Samuel, 2003).<br />
Furthermore, in 1997 and 1998, the numbers were 68 and 67 respectively. It did not mean<br />
that most of the bids were successful, but it, at least, showed the process of dynamic<br />
evolution through mergers and acquisitions up and down. While many bid deals succeeded,<br />
some were not concluded and thus failed. The numbers of bids from period to period in the<br />
United Kingdom depended on periods of economic booms and recessions. Unfortunately, it<br />
has become very difficult to get mergers and acquisitions taking place in Nigerian insurance<br />
industry, among other businesses. The probable part of the reason is the lack of the will to let<br />
go what had always belonged to us. The fear of losing the business prevails irrespective of<br />
the merits of mergers and acquisitions. The culture needs a change. It is believed that in the<br />
light of the benefits, which could accrue to the industry through mergers and acquisitions, all<br />
concerned directors, shareholders, management of insurance and reinsurance companies,<br />
regulatory arms of the government etc., should take this opportunity to seriously restructure<br />
the Nigerian insurance industry.<br />
It is not necessary that companies needing additional capital need to be merged or acquired.<br />
We could even have a reinsurance group, aiming to be as big as Swiss Re, etc. Royal and<br />
Sun Alliance do not merge to comply with any legislation, nor did they need the capital to<br />
continue to function. They merged to become one of the top United Kingdom insurance<br />
companies. The compression or merger of these small insurance companies in Nigeria into<br />
formidable companies will even make the work of the supervisory authority easier, as it is<br />
stated earlier, and all these rate cutting and purchase of premium may disappear. There will<br />
be a better confidence and improved image of the industry in the minds of members of the<br />
public.<br />
Methodology<br />
Research Methodology<br />
Information for the purpose of this work will be collected from various sources like<br />
questionnaires with a mixed grill of respondents in the private and public sectors of the<br />
economy. This will actually target the relevance of recapitalization and how mergers and<br />
acquisitions can be applied effectively (Asika, 1991; Richard, 2006). A survey research will<br />
be carried out which involved a representative portion of the insurance companies, stratified<br />
sampling method will be applied in such companies, whereby the management will be<br />
stratified into top management, middle management and lower management. Chi-square was<br />
used to test the stated hypothesis. The previous items of information will be supplemented<br />
with returns made available to Nigeria Insurers Association (NIA) by the insurance<br />
companies, insurance journals, and publications. In data processing, simple frequency count<br />
will be used and the statistical computation done manually (Murray, 2003; Sirkin, 1995).<br />
38<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
The current global economic recession and inflationary situations have accentuated the<br />
challenges posed by the rapidly changing information technology and dynamics of the<br />
business environment while the purchasing power of consumers and the market share of<br />
insurance companies have suffered severe diminution, their real paid up capitals are also<br />
facing the same fate. In order to overcome these inevitable challenges, corporate integration<br />
strategies have been evolved to enable insurance companies increase their resource risks,<br />
expand their market share through the elimination of vicious competition and ultimately,<br />
enhance their earning abilities. Thus, mergers and acquisitions, have become a business<br />
imperative due largely to the desire by corporate entities to benefit from synergy associated<br />
with the economies of scale, acquisition and use of new technology, enhanced access to<br />
financial resources and new markets, availability of large pool of skilled personnel, etc. The<br />
above-mentioned benefits are what this research investigates into whether this will enhance<br />
the development of the industry or not.<br />
The scope of this research work is limited to recapitalization of insurance industry and how<br />
mergers and acquisitions will be an option for insurance companies to remain in business.<br />
The limitations of this work include time, finance, and apathy to the filling of the<br />
questionnaires by the insurance companies and other operators in the industry.<br />
The magnitude of this research study requires making use of the survey type of research<br />
design. Consequently, preliminary investigations were made to ascertain some of the<br />
established and listed insurance companies on the Nigeria Stock Exchange. At the time of<br />
investigation a number of twenty-two insurance companies were listed. Stratified sampling<br />
method is applied in the company, whereby the management is stratified into top level<br />
management, middle level management and low level management. The simple random<br />
sampling method was used in selecting sample of the insurance company’s staff. Every staff<br />
in the survey was given equal opportunity of being included in the sample. This method was<br />
used to produce a representative sample of the population so that meaningful conclusion can<br />
be drawn on the population.<br />
Definition of certain terms<br />
Capitalization: This is the capital structure of a company or an organization.<br />
Recapitalization: It is the change in the capital structure of a company or an organization.<br />
Merger: This is a situation where, for many strategic and economic reasons, two or more<br />
companies come together to form a larger company.<br />
Acquisition: This entails a buy-over of one company usually by a bigger company. The<br />
company bought over normally loses its identity, in the case of a merger, it may be agreed<br />
that the larger formed company may retain their individual names to form the final name of<br />
the merged company.<br />
Insurance: It can be defined as a social scheme which provides financial compensation for<br />
the occurrence of a misfortune.<br />
Reinsurance: This is a form of insurance whereby an underwriter or direct insurer can<br />
transfer to another insurer all or part of the risks or liabilities already insured.<br />
Vidyasagar University Journal of Commerce 39
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Underwriting: It is the process of undertaking to bear all or part of possible loss by signing<br />
an agreement about insurance and the representative of the syndicate who is the signatory is<br />
called underwriter.<br />
Risk: This is the possibility of an unfortunate occurrence as the chance of loss, “as the<br />
uncertainty as to the occurrence of an economic loss”.<br />
Statement of research questions<br />
The following research questions are stated so as to give sharp focus to the study:<br />
(i) Can insurance industry benefit from this recapitalization exercise?<br />
(ii) Are insurance companies ripe for another recapitalization?<br />
(iii) Would mergers and acquisitions be a solution for insurance companies to remain in<br />
business?<br />
(iv) Does the insurance industry generate enough business to justify the current level of<br />
recapitalization, let alone being prepared for a fresh exercise?<br />
(v) Can insurance companies settle their differences in practice while adopting mergers<br />
and acquisitions?<br />
(vi) Is recapitalization responsible for the development of insurance companies?<br />
(vii) Do insurance companies need such huge amount to run their operations?<br />
Statement of the research hypotheses<br />
The researcher worked with the following hypotheses and the hypotheses formulated were<br />
equally tested at the end of the study.<br />
H o : Recapitalization will not aid the development of insurance companies<br />
H 1 : Recapitalization will aid the development of insurance companies<br />
H o : Mergers and acquisitions will not be a solution for some insurance companies to<br />
remain in business<br />
H 1 : Mergers and acquisitions will be a solution for some insurance companies to remain<br />
in business<br />
The instrument that was used to carry out primary data is the questionnaire. Items in the<br />
questionnaires were designed in two forms:<br />
(a) Open-ended Questions: The open-ended form which may be referred to as the<br />
“unstructured questionnaires” permits respondents to answer the questions freely and fully in<br />
their words and their own frame of preference.<br />
(b) Close Form: This includes a list of questions with their possible answers from which<br />
respondents select relevant options. This form is easy to complete, it directs the respondents<br />
mind to the subject of study and aids the process of tabulation and analysis.<br />
Method of data analysis<br />
The data collected via the questionnaires will be presented in a tabular form and analyzed<br />
with the use of simple percentage to make comparison of data easy. The Chi-square<br />
statistical procedure will be used to test the true position of the issues raised in the<br />
40<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
hypotheses. Accurate and appropriate interpretation based on the findings from the analysis<br />
and test will be made with relevant conclusions and recommendations. The sources of data<br />
for the study are both primary and secondary. Due to the nature of the study, most of the data<br />
will be collected by the use of questionnaires. The data will be collected from selected<br />
insurance companies. These questionnaires were specifically designed for the management<br />
of these companies. These are termed as primary data. The secondary data used in this<br />
research study was gathered from magazines, journals, books, articles, and business<br />
publications. These were obtained from: (1) University of Lagos Library, and (2) Chartered<br />
Insurance Institute of Nigeria Library. A total of sixty (60) questionnaires were administered<br />
to the staff of the companies.<br />
Data Analysis<br />
Interpretation of results<br />
This section presents data collected from the respondents and the analysis of the data. From<br />
table 1 that follows, it is reviewed that 59.26% of the respondents were males and 40.74% of<br />
them were females. From table 2, it is observed that 35-39 age bracket of the respondents<br />
were 36.74% which is the highest percentage, followed by 25-29 age bracket with 30.61%,<br />
40 years and above age bracket with 26.57%, 30-34 age bracket with 9.26% and below 25<br />
age bracket with 6.12%. From table 3, 51.85% of the respondents were married, 44.44%<br />
were single, and 3.71% did not specify their marital status. Table 4 shows that 16.67% of the<br />
respondents were top managers, 55.56% were functional managers, and 27.77% were lower<br />
managers. From table 5, 57.41% of the respondents had OND/HND/B.Sc., 31.48% had<br />
M.Sc./MBA, 9.26% had professional qualification while 1.85% of the respondents had<br />
WAEC/GCE.<br />
From table 6, 72.22% of the respondents spent less than 10 years in the organization, 29.93%<br />
spent between 10 and 20 years while 1.85% of the respondents spent above 20 years in<br />
organization. From table 7, it could be seen that 40.74% of the respondents disagreed that<br />
the former capital base was adequate, 37.04% strongly disagreed, 3.71% were indifferent,<br />
but 14.82% strongly agreed while 3.71% agreed. From table 8, 57.41% of the respondents<br />
strongly agreed that the increase in capital base was necessary, 35.19% agreed, 1.85% were<br />
indifferent but 1.85% disagreed while 3.70% strongly disagreed. The table 9 revealed that<br />
64.82% of the respondents strongly agreed that recapitalization would increase the capacity<br />
of insurance companies, 33.33% agreed, while 1.85% were indifferent. Table 10 shows that<br />
61.10% of the respondents strongly agreed that insurance companies underwriting oil and<br />
energy require a larger capital, 20.37% agreed but 9.26% were indifferent while 1.85%<br />
disagreed and 7.41% strongly disagreed. Table 11 shows that 46.30% of the respondents<br />
strongly agreed that recapitalization will improve the public image of the insurance industry,<br />
38.89% agreed but 5.56% were indifferent while 5.56% disagreed and 3.70% strongly<br />
disagreed. From table 12, it could be seen that 48.15% of the respondents agreed that<br />
recapitalization improve the operational efficiency of insurance companies, 35.19% strongly<br />
agreed, 7.41% were indifferent but 7.41% disagreed and 1.85% strongly disagreed.<br />
Vidyasagar University Journal of Commerce 41
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Table 13 shows that 50.00% of the respondents agreed that mergers and acquisitions were<br />
good sources of large capital base, 38.39% strongly agreed, 5.56% were indifferent but<br />
3.70% disagreed and 1.85% strongly disagreed. From table 14, 33.33% of the respondents<br />
disagreed that mergers and acquisitions posed a greater threat to the unity of operation of the<br />
constituent companies, 29.63% were indifferent, 20.37% strongly disagreed but 14.80%<br />
agreed while 1.85% strongly agreed. Table 15 shows that 40.74% of the respondents<br />
strongly disagreed that it was better for some insurance companies to close operations than<br />
getting involved in mergers and acquisitions, 27.78% disagreed, 16.67% were indifferent but<br />
11.11% agreed while 3.70% strongly agreed. Table 16 shows that 25.93% of the respondents<br />
were indifferent on raising capital through the Stock Exchange and public offer is better than<br />
mergers and acquisitions, 25.93% strongly disagreed, 24.07% disagreed but 20.37% agreed<br />
while 3.70% strongly agreed. Table 17 revealed that 40.74% of the respondents agreed that<br />
there was a problem of merging the various units of the companies involved in mergers and<br />
acquisitions, 22.22% disagreed, 18.52% were indifferent but 16.67% strongly disagreed<br />
while 1.85% strongly agreed. Table 18 shows that 48.15% of the respondents agreed that by<br />
merging with and acquiring other insurance companies, the underwriting performance will<br />
improve, 25.93% strongly agreed, 12.96% were indifferent but 9.26% disagreed while<br />
3.70% strongly disagreed. From table 19, it could be seen that 35.19% of the respondents<br />
disagreed that the premium income generated by insurance companies justified the recent<br />
recapitalization exercise, 29.63% strongly disagreed, 22.22% agreed but 9.26% were<br />
indifferent while 3.70% strongly agreed.<br />
Table 20 shows that 51.850% of the respondents agreed that insurance companies can meet<br />
up with the recapitalization requirement without any sharp practices, 18.52% strongly<br />
agreed, 12.96% were indifferent but 11.11% strongly disagreed while 5.56% disagreed.<br />
From the table 21, it could be seen that 33.33% of the respondents agreed that the last<br />
recapitalization exercise is too close to the recent recapitalization exercise, 20.07%<br />
disagreed, 16.67% strongly disagreed but 14.82% were indifferent while 11.11% strongly<br />
agreed. Table 22 shows that 35.19% of the respondents disagreed that differences in work<br />
practices by the insurance companies would have negative effect, 25.93% strongly<br />
disagreed, 20.37% were indifferent but 16.67% agreed while 1.85% strongly agreed. From<br />
table 23, it could be seen that 35.19% of the respondents disagreed that the insurance<br />
industry is not ripe for a new round of recapitalization, 25.93% strongly disagreed, 20.37%<br />
were indifferent but 16.67% agreed while 1.85% strongly agreed. Table 24 shows that<br />
37.04% of the respondents agreed that there was a positive relationship between the level of<br />
capitalization and the level of development in the insurance industry, 33.33% strongly<br />
agreed, 12.96% strongly disagreed but 9.26% were indifferent while 7.41% disagreed.<br />
42<br />
Vidyasagar University Journal of Commerce
Table- 1:<br />
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
Sex Distribution of Respondents<br />
Sex No. of respondents Percentage (%)<br />
Male 32 59.26<br />
Female 22 40.74<br />
Total 54 100.00<br />
Table- 2:<br />
Age Distribution of Respondents<br />
Age No. of respondents Percentage (%)<br />
Below 25 years 3 6.12<br />
25-29 years 15 30.61<br />
30-34 years 5 9.26<br />
35-39 years 18 36.74<br />
40 and above 13 26.57<br />
Total 54 100.00<br />
Table- 3:<br />
Distribution of Marital Status of the Respondents<br />
Marital status No. of respondents Percentage (%)<br />
Single 24 44.44<br />
Married 28 51.85<br />
No response 2 3.71<br />
Total 54 100.00<br />
Table- 4:<br />
Distribution of Designation of the Respondents<br />
Designation No. of respondents Percentage (%)<br />
Top level management 9 16.67<br />
Middle level management 30 55.56<br />
Lower level management 15 27.77<br />
Total 54 100.00<br />
Table- 5:<br />
Distribution of Educational Background of the Respondents<br />
Educational background No. of respondents Percentage (%)<br />
WAEC/GCE 1 1.85<br />
OND/HND/B.Sc. 31 57.41<br />
M.Sc./MBA 17 31.48<br />
Professional Qualification 5 9.26<br />
Total 54 100.00<br />
Vidyasagar University Journal of Commerce 43
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Table- 6:<br />
Distribution of Length of Service of the Respondents<br />
Length of service No. of respondents Percentage (%)<br />
Less than 10 years 39 72.22<br />
10-20 years 14 29.93<br />
Above 20 years 1 1.85<br />
Total 54 100.00<br />
Table- 7:<br />
The Former Capital Base is Adequate<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 8 14.82<br />
Agree 2 3.71<br />
Indifferent 2 3.71<br />
Disagree 22 40.74<br />
Strongly Disagree 20 37.04<br />
Total 54 100.00<br />
Table- 8:<br />
The Increase in Capital Base is Necessary<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 31 57.41<br />
Agree 19 35.19<br />
Indifferent 1 1.85<br />
Disagree 1 1.85<br />
Strongly Disagree 2 3.70<br />
Total 54 100.00<br />
Table- 9: Recapitalization will Increase the Capacity of Insurance Companies<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 35 64.82<br />
Agree 18 33.33<br />
Indifferent 1 1.85<br />
Total 54 100.00<br />
Table-10: Insurance Companies Underwriting Oil and Energy require a Larger Capital<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 33 61.1<br />
Agree 11 20.37<br />
Indifferent 5 9.26<br />
Disagree 1 1.85<br />
Strongly Disagree 4 7.41<br />
Total 54 100.00<br />
44<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
Table- 11: Recapitalization will improve the public image of the Insurance Industry<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 25 46.30<br />
Agree 21 38.89<br />
Indifferent 3 5.56<br />
Disagree 3 5.56<br />
Strongly Disagree 2 3.70<br />
Total 54 100.00<br />
Table-12: Recapitalization will improve the operational efficiency of the<br />
Insurance Companies<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 19 35.19<br />
Agree 26 48.15<br />
Indifferent 4 7.41<br />
Disagree 4 7.41<br />
Strongly Disagree 1 1.85<br />
Total 54 100.00<br />
Table-13: ‘Mergers and Acquisitions’ is a good source of large capital base<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 21 38.89<br />
Agree 27 50.00<br />
Indifferent 3 5.56<br />
Disagree 2 3.70<br />
Strongly Disagree 1 1.85<br />
Total 54 100.00<br />
Table- 14: Mergers and Acquisitions pose a greater threat to the unity of<br />
operation of the constituents companies<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 1 1.85<br />
Agree 8 14.80<br />
Indifferent 16 29.63<br />
Disagree 18 33.33<br />
Strongly Disagree 11 20.37<br />
Total 54 100.00<br />
Vidyasagar University Journal of Commerce 45
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Table- 15: It is better for some insurance companies to close operations than getting involved in<br />
mergers and acquisitions<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 2 3.70<br />
Agree 6 11.11<br />
Indifferent 9 16.67<br />
Disagree 15 27.78<br />
Strongly Disagree 22 40.74<br />
Total 54 100.00<br />
Table- 16: Raising Capital through the Stock Exchange and public offer<br />
is better than mergers and acquisitions<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 2 3.70<br />
Agree 11 20.37<br />
Indifferent 14 25.93<br />
Disagree 13 24.07<br />
Strongly Disagree 14 25.93<br />
Total 54 100.00<br />
Table- 17: There is a problem of merging the various units of the companies<br />
involved in mergers and acquisitions<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 1 1.85<br />
Agree 22 40.74<br />
Indifferent 10 18.52<br />
Disagree 12 22.22<br />
Strongly Disagree 9 16.67<br />
Total 54 100.00<br />
Table- 18:<br />
By merging with and acquiring other insurance companies,<br />
the underwriting performance will improve<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 14 25.93<br />
Agree 26 48.15<br />
Indifferent 7 12.96<br />
Disagree 5 9.26<br />
Strongly Disagree 2 3.70<br />
Total 54 100.00<br />
46<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
Table- 19:<br />
The Premium income generated by insurance companies justified<br />
the recent recapitalization exercise<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 2 3.70<br />
Agree 12 22.22<br />
Indifferent 5 9.26<br />
Disagree 19 35.19<br />
Strongly Disagree 16 29.63<br />
Total 54 100.00<br />
Table- 20:<br />
Insurance Companies can meet up with the Recapitalization<br />
requirement without any sharp practices<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 10 18.52<br />
Agree 28 51.85<br />
Indifferent 7 12.96<br />
Disagree 3 5.56<br />
Strongly Disagree 6 11.11<br />
Total 54 100.00<br />
Table- 21: The last Recapitalization exercise is too close to the recent<br />
recapitalization exercise<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 6 11.11<br />
Agree 18 33.33<br />
Indifferent 8 14.82<br />
Disagree 13 20.07<br />
Strongly Disagree 9 16.67<br />
Total 54 100.00<br />
Table- 22: Differences in work practices by the Insurance Companies will have negative effect<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 1 1.85<br />
Agree 9 16.67<br />
Indifferent 11 20.37<br />
Disagree 19 35.19<br />
Strongly Disagree 14 25.93<br />
Total 54 100.00<br />
Vidyasagar University Journal of Commerce 47
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Table- 23: The Insurance Industry is not ripe for a new round of recapitalization<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 1 1.85<br />
Agree 9 16.67<br />
Indifferent 11 20.37<br />
Disagree 19 35.19<br />
Strongly Disagree 14 25.93<br />
Total 54 100.00<br />
Table -24: There is a positive relationship between the level of capitalization<br />
and the level of development in the insurance industry<br />
Response No. of respondents Percentage (%)<br />
Strongly Agree 18 33.33<br />
Agree 20 37.04<br />
Indifferent 5 9.26<br />
Disagree 4 7.41<br />
Strongly Disagree 7 12.96<br />
Total 54 100.00<br />
Hypotheses testing<br />
The chi-square method of testing the goodness of fit was used by the researcher to test all<br />
carefully formulated hypotheses in section one. The degree of freedom (DF) of empirical<br />
chi-square (χ 2 ) is obtained using the formula:<br />
(r T - 1) (c T - 1)<br />
where r T = the row total, and c T = the column total<br />
Therefore, degree of freedom for the purpose of this paper is (5-1)(2-1) = 4.<br />
The expected frequency is computed using the formula:<br />
e = r T x c T<br />
G T<br />
Where r T = the total row, c T = the total column, and G T = the grand total which is the<br />
number of cases. While the chi-square (χ 2 - test) is given as: χ 2 = ∑ (O - E) 2<br />
Where O = observed frequencies, and E = expected frequencies.<br />
The degree of freedom (DF) is measured against 95% level of significance. This means that<br />
the critical ratio of 2.776 is obtained using the chi-square table while tracing the degree of<br />
freedom under the deviation value of 5% or q(0.05).<br />
Decision Rule: The decision rule under this study is as follows:<br />
(1) The hypothesis is accepted if the critical ratio (q) is greater than test at 5% statistics.<br />
(2) The hypothesis is rejected if test statistics (TS) is less than critical ratio (q) at 5% value.<br />
E<br />
48<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
Hypothesis 1<br />
Null Hypothesis (H o ): Recapitalization will not aid the development of insurance companies.<br />
Alternative Hypothesis (H i ): Recapitalization will aid the development of insurance<br />
companies.<br />
Table-25: Combination of questions 5 and 18 were used to test stated hypothesis<br />
ITEM SA A U D SD TOTAL<br />
O E O E O E O E O E<br />
5 25 13 21 11 3 2 3 2 2 1 54<br />
18 18 9 20 10 5 3 4 2 7 4 54<br />
TOTAL 43 41 8 7 9 108<br />
Computation of expected frequency:<br />
e = r T x c T<br />
G T<br />
E 1 = 13, E 2 = 11, E 3 = 1.5, E 4 = 1.5, E 5 = 1.0, E 6 = 9, E 7 = 10, E 8 = 2.5, E 9 = 2.0, E 10 =3.5.<br />
Application of chi-square statistical tool for hypothesis testing:<br />
O E (O - E) (O - E) 2 (O - E) 2 /E<br />
25 13.00 12.00 144.00 144.00/13.00 = 11.08<br />
21 11.00 10.00 100.00 100.00/11.00 = 9.09<br />
3 1.50 1.50 2.25 2.25/1.50 = 1.50<br />
3 1.500 1.50 2.25 2.25/1.50 = 1.50<br />
2 1.00 1.00 1.00 1.00/1.00 = 1.00<br />
18 9.00 9.00 81.00 81.00/9.00 = 9.00<br />
20 10.00 10.00 100.00 100.00/10.00= 10.00<br />
5 2.50 2.50 6.25 6.25/2.50 = 2.50<br />
4 2.00 2.00 4.00 4.00/2.00= 2.00<br />
7 3.50 3.50 12.25 12.25/3.50 = 3.50<br />
χ 2 = 51.17<br />
The test statistic (TS) = 51.17, the corresponding χ 2 at 4 DF which has q(0.05) = 2.776.<br />
Since TS > q(0.05), H o is rejected, while H i is accepted. It thereby follows that<br />
recapitalization will aid the development of insurance companies.<br />
Hypothesis 2<br />
Null Hypothesis (H o ): Mergers and acquisitions will not be a solution for some insurance<br />
companies to remain in business.<br />
Alternative Hypothesis (H i ): Mergers and acquisitions will not be a solution for some<br />
insurance companies to remain in business.<br />
Vidyasagar University Journal of Commerce 49
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
Table - 26: Combination of question numbers 7 and 9 were used to test the above<br />
stated hypothesis<br />
ITEM SA A U D SD TOTAL<br />
O E O E O E O E O E<br />
7 2 1.0 6 3 9 4.5 15 7.5 22 11 54<br />
9 21 10.5 27 13.5 3 1.5 2 1 1 0.5 54<br />
TOTAL 23 33 12 17 23 108<br />
Computation of expected frequency<br />
e = r T x c T<br />
G T<br />
E 1 =1, E 2 = 3, E 3 = 4.5, E 4 = 4.5, E 5 = 11, E 6 = 10.5, E 7 = 13.5, E 8 = 1.5, E 9 = 1.0, E 10 = 0.5.<br />
Application of chi-square statistical tool for hypothesis testing:<br />
O E (O - E) (O - E) 2 (O - E) 2 /E<br />
2 1.00 1.00 1.00 1.00/1.00 = 1.00<br />
6 3.00 3.00 9.00 9.00/3.00 = 3.00<br />
9 4.50 4.50 20.25 20.25/4.50= 4.50<br />
15 7.50 7.50 56.25 56.25/7.50 = 7.50<br />
22 11.00 11.00 121.00 121.00/11.00= 11.00<br />
21 10.50 10.50 110.25 110.25/10.25= 10.25<br />
27 13.50 13.50 182.50 182.50/18.50 = 13.50<br />
3 1.50 1.50 2.25 2.25/1.50= 1.50<br />
2 1.00 1.00 1.00 1.00/1.00= 1.00<br />
1 0.50 0.50 0.25 0.25/0.50 = 0.50<br />
χ 2 = 53.75<br />
The test statistic (TS) = 53.75, the corresponding χ 2 at 4 DF which has q(0.05) = 2.776.<br />
Since TS > q(0.05), H o is rejected, while H i is accepted. It thereby follows that mergers and<br />
acquisitions will be a solution for some insurance companies to remain in business.<br />
Conclusion<br />
The paper revealed how recapitalization has been enhancing the development of insurance<br />
industry and how mergers and acquisitions can be an option for some insurance companies<br />
to remain in business. Insurance and reinsurance companies that are perceived as safe and<br />
well managed in the market place is likely to obtain more favourable terms and conditions in<br />
its relationship with investors, creditors, and other parties than one that is perceived as weak<br />
and more risky. The recent capital base set by the Federal Government of Nigeria for the<br />
insurance and reinsurance companies should be seen as an opportunity that could enable<br />
local players take jobs outside the country after the consolidation exercise. The insurance<br />
50<br />
Vidyasagar University Journal of Commerce
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
operators should create an attitude to set up mega insurance and reinsurance companies that<br />
will be able to compete internationally. Recapitalization was not a bad idea for the industry<br />
but only the frequency and magnitude of the increase that was too demanding for insurance<br />
and reinsurance companies to raise.<br />
It is important to point out here that recapitalization was not the final problem of insurance<br />
industry as there were several other areas that needed to be looked into otherwise “the<br />
insurance industry will never get it right”. The future of the insurance industry in Nigeria is<br />
very bright. Within the last few years, the industry has experienced unprecedented growth. If<br />
the insurance industry can be successful in developing an insurance culture in our economy,<br />
we can expect increased patronage from them in the near future. It will be difficult if not<br />
impossible for some companies to optimize recapitalization. Companies that view the<br />
exercise as a good business decision are likely to look beyond compliance with the statutory<br />
requirements. The constructive and systematic increase in capital base is likely to be more<br />
beneficial to the company than those compelled by legislation.<br />
At the end of the recapitalization exercise, the research reviewed that fewer insurance<br />
companies will emerge through mergers and acquisitions, driven by regulation, improved<br />
innovation, creativity and healthy competition as companies vie to capture the retail end of<br />
the market whilst making themselves attractive to shareholders. One of the objectives of this<br />
study is not only to periscope the recapitalization and the insurance industry, where ‘mergers<br />
and acquisitions’ is an option for survival, but also to make recommendations for<br />
improvement and highlight steps necessary to achieve the much desired advancement. The<br />
most glaring limitation of the local underwriting firms is their very low capital base unless it<br />
is compelled by law to do so (Olawoyin, 2003). The various methods of improving the<br />
financial strength of an insurance company through capitalization are: (a) Introduction of<br />
fresh capital by existing owners: Here existing shareholders are advised to bring more funds<br />
to beef-up the capital base. This may be in the form of rights issue of shares proportional to<br />
existing holding. (b) Fresh capital from new shareholders. This is an invitation of new<br />
investors to invest in the visions and dreams of the company. It may take the form of a<br />
public offer for sale or subscription of the company’s shares if it is a public quoted company.<br />
It may also be by private placement. (c) Introduction of fresh capital from company’s<br />
reserve: funds reservoir of a company may include contingency reserve, general reserve,<br />
revaluation reserve, premium reserve, etc. A part of these reserves can be capitalized and<br />
converted to fund the issue of bonus shares to existing shareholders, thus enhancing the<br />
capital base of the company. (d) Mergers and acquisitions: mergers involved the coming<br />
together of two or more companies to form a single stronger, more competitive entity while<br />
acquisition involves the buy over or integration of an existing weaker firm by a stronger one.<br />
It will lead to growth by generation of large capital base to enhance technical marketing,<br />
management and business opportunity, efficiency, image and reputation. This will sure<br />
strengthen the local firms to be able to underwrite oil and gas risks.<br />
The local underwriter can go into corporate alliance with the insurance multinationals who<br />
underwrite business of oil and gas under an international business strategic alliance<br />
Vidyasagar University Journal of Commerce 51
A SURVEY ON THE RECAPITALISATION, MERGERS AND ACQUISITIONS <strong>OF</strong> THE NIGERIAN INSURANCE INDUSTRY<br />
arrangement. This will provide technical and business support to local underwriters, provide<br />
an avenue for training of technical and managerial expertise in the oil and gas insurance<br />
business, and also enable local underwriters to be listed as corporate members of reputable<br />
petroleum insurance giants in the world. The industry regulatory mechanism of Chartered<br />
Insurance Instate Of Nigeria (CIIN), the Nigeria Insurers Association (NIA), the<br />
Professional Reinsurance of Association of Nigeria (PRAN), The Nigerian Corporation of<br />
Insurance Brokers (NCIB), etc. should produce a strong pressure group to make a<br />
presentation to the government for legislation to conserve our foreign earnings and retain<br />
insurance premium paid to the foreign underwriters who absolutely control some of our<br />
insurance business in Nigeria. Underwriters should endeavour to put in effort to improve the<br />
perception and acceptability of Nigeria insurance market in the international arena. This will<br />
improve the image of the industry.<br />
References<br />
1. Aghoghobvia (2005), “Critical Success Factor for Profitable Management of Insurance<br />
Institutions”, presented at the Nigerian Insurers Association Workshop in Lagos, 2005.<br />
2. Asika, N. (1991), Research Methodology in the Behavioural Science, Lagos:<br />
Longman.<br />
3. Bashorun, J. K. (2003), “Mergers and Acquisition: A Survival Strategy for the<br />
Insurance Industry”, The Nigerian Insurer.<br />
4. Ezekiel, O. C. (2003a), “Mergers and Acquisition”, The Nigerian Insurer, Nov.<br />
5. Ezekiel, O. C. (2003b), “Guides to Mergers and Acquisition”, The Nigerian Insurer.<br />
6. Isimoya, O. A. (1999), Fundamental of Insurance, Lagos: Management Science<br />
Publishing Limited.<br />
7. Irukwu (2005), “Changes in Industry - Good for Nigeria”, The Punch Newspapers,<br />
November, 29, 2005, p. 25.<br />
8. Ladipo-Ajayi, S. (2005), “Look Beyond New Capital Base”, The Punch Newspapers,<br />
November 15, 2005, p. 25.<br />
9. Murray, R. S. (2003), Probability and Statistics, Schaum’s Outline Series, New York:<br />
McGraw-Hill Book Company.<br />
10. Olawoyin, G. A. (2003), “Legal Process Involved in Mergers and Acquisition, The<br />
Nigerian Insurer.<br />
11. Richard, U. U. (2006), “Business Communication and Research Methodology”, ICAN<br />
Study Pack, Lagos: VI Publishing Limited.<br />
12. Samuel, E. (2003), “Strategies for Developing an Insurance Culture in a Rural<br />
52<br />
Vidyasagar University Journal of Commerce
Environment”, Journal of CIIN.<br />
S.A. Aduloju, A.L. Awoponle, S.A. Oke<br />
13. Sirkin, R. M. (1995), Statistics for the Social Sciences, California, Sage Publications.<br />
14. Sunday, O. (2006), “Recapitalization: The Bumpy Road Begins”, The Punch<br />
Newspapers, January 3, p. 24.<br />
15. The Risk Shield Magazine 2005, Vol. 6, October, 2005.<br />
16. The Risk Shield Magazine 2005, Vol. 7, No. 62.<br />
17. Thomas, O. S. (2004), “Maximizing the Gain of Recapitalization”, presented at CIIN<br />
Special MCPP Programme, 25th February, 2004.<br />
18. Uranta, J. C. (2004), “The Development of Oil and Gas Insurance in Nigeria”, Journal<br />
of CIIN.<br />
Vidyasagar University Journal of Commerce 53
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
SHG- BANKING IN INDIA-<br />
EMPIRICAL EVIDENCES <strong>OF</strong> BANKERS’ PERCEPTION AND<br />
PROBLEMS.<br />
Samirendra Nath Dhar*<br />
Kiranjit Sett**<br />
Soumitra Sarkar***<br />
ABSTARCT<br />
The article looks into the perceptions and problems of bank officers and employees<br />
regarding SHG – banking activities related to the SGSY and suggests policy<br />
prescriptions based on the findings.<br />
Introduction<br />
Promotion of self-employment is being prioritised as one of the main policy initiatives for<br />
economic and social development in most developed countries and in many less-developed<br />
nations. Self-employment is recognized as one means of bringing a person into the<br />
mainstream of the society as a productive and contributing individual. For self-employment,<br />
micro-enterprises were considered as a double edged weapon to play a significant role in<br />
increasing the income level of the poor as well as contributing to their social empowerment,<br />
especially for women. However, setting up and running micro-enterprises is easier said than<br />
done because the presence of a host of constraints. The most glaring problems, however<br />
seems to be inadequacy of finance relating to fixed and working capital and ignorance about<br />
the success of finance, margin money, collaterals, application of loan etc. (Brugger, 1995).<br />
The problem gets more compounded for women because “formal financial institutions are<br />
less receptive and welcoming to female entrepreneurs.” ILO observed in 1998 that collateral<br />
requirements, bureaucratic loan application and disbursement procedures, the time and<br />
resources necessary to visit the banks and discriminatory banking culture virtually exclude<br />
poor women clients.<br />
* Professor of Commerce, University of North Bengal, Raja Rammohunpur, Darjeeling,<br />
e-mail: sndhar@sancharnet.in,<br />
** Lecturer in Commerce, University of North Bengal, Raja Rammohunpur, Darjeeling,<br />
and<br />
*** Research Scholar in Commerce, University of North Bengal, Raja Rammohunpur,<br />
Darjeeling.
Samirendra Nath Dhar, Kiranjit Sett, Soumitra Sarkar<br />
Kulshrestha (2000) identified that in spite of administration of many poverty alleviation<br />
programmes lack of capital was a serious constraint to development of women microentrepreneurs<br />
in rural areas. Kaladhar (1997) revealed that though micro enterprises<br />
generally have very small start up capital and they cannot provide collateral for loan and<br />
therefore micro-entrepreneurs depend on their friends / relatives or moneylenders for their<br />
credit needs. The moneylenders have traditionally provided credit to the rural poor, usually<br />
at excessively high rate of interest leading to considerable destitution and impoverishment of<br />
borrowers, including undesirable and illegal practices like bonded labour. The financial<br />
institutions did not have an adequate credit system for micro businesses, in place (both for<br />
saving and lending). However, the difficult procedures and requirements withheld the micro<br />
businesses from approaching traditional financial institution. Saving opportunities in FIs<br />
were very limited and it was seen that in many part of the country, saving with the<br />
moneylenders was prevalent.<br />
This situation, being prevalent worldwide, warranted establishment of alternative sources of<br />
finance for sustainable development of micro enterprises and fuelled the emergence of<br />
microfinance programmes in over a hundred countries. “ In India group based programmes<br />
have engaged first and foremost as a mechanism to allow the poor access to financial<br />
services that they have historically been denied” (Sen, 2003). Such programmes have been<br />
administered for the last two decades in a variety of forms and have multiplied rapidly. The<br />
SHG approach of lending was introduced to banks as a new micro finance approach with<br />
innovativeness and flexibility. Presently, the SHG-based microfinance is the main form of<br />
microfinance in India and it is well integrated into the formal banking system in India. The<br />
group based microfinance schemes have been introduced by the banks to cater cost effective<br />
finance to micro-entrepreneurs, the bulk of whom are women living below the poverty lines.<br />
Banking for Self Help Groups or SHG- Banking has developed into a new segment of<br />
banking for commercial banks, regional rural banks and cooperative banks.<br />
SHG- Banking – Features, Objectives and Advantages<br />
Large-scale outreach of microfinance services to the poor in India have been made possible<br />
through SHGs and the existing decentralised formal banking network including several<br />
organisations in the formal and non-formal sectors through SHG-Banking. These banking<br />
services are made accessible to the poor, especially women at minimal costs and are flexible<br />
enough to meet their needs. SHG-Banking has been designed and is being operated as an<br />
annexe cubicle of well established traditional banking practices. Traditional banking<br />
mandates written contracts with individuals, a clear amorphous project and activity for loan<br />
use, compulsory legal identification of the borrower, provision of collateral, etc. whereas in<br />
SHG Banking, the most rigid requirements of the formal banking system have been<br />
overthrown; SHG-Banking is need based and multiple credit injection system with ‘bankers<br />
to the poor’ approach. SHG Banking is a novel approach in banking where the effectiveness<br />
of microfinance activities lies in the extent of outreach to the poor and creating a sustainable<br />
means of livelihood for them. The focus of SHG banking is to operate in the low income<br />
client market segment which was considered as un-bankable so far. It operates with a vibrant<br />
Vidyasagar University Journal of Commerce 55
SHG- BANKING IN INDIA-EMPIRICAL EVIDENCES <strong>OF</strong> BANKERS’ PERCEPTION AND PROBLEMS.<br />
and more unfettered service design and most flexible credit product design in order to fully<br />
meet the requirements of the low income strata, particularly of women.<br />
The SHG-Bank linkage Programme has its origins in a Gesellschaft fur Technische<br />
Zusammenarbeit (GTZ)-sponsored project in Indonesia. As a beginning in India, National<br />
Bank for Agriculture and Rural Development (NABARD), introduced a pilot project in<br />
Karnataka for linking 255 SHGs with formal banks. This BANK-SHG Linkage project was<br />
introduced after thorough discussion with the Reserve Bank of India, commercial banks and<br />
NGOs. NABARD provides refinance facilities to banks for collateral free loans to groups,<br />
progressively up to four times the level of the group's savings deposits. Thus "linked" SHGs<br />
became micro-banks and were able to access funds from the formal banking system. Similar<br />
linkages were provided after the Swarnajayanti Gram Swarozgar Yojana (SGSY) was<br />
launched for rural poor, especially women in 1999 and the Swarnajayanti Sahari Rozgar<br />
Yojana (SJSRY) in 1997 for urban poor women building up self employment generating<br />
micro-enterprises. The total number of SHGs linked to different banks under NABARD<br />
scheme have grown to 22,94,380 in 2006-07 from a miniscule 255 groups in 1999 showing<br />
a compounded annual growth rate of 92% and the linkage through the SGSY has grown<br />
from 2,92,426 in 1999-2000 to 25,01,623 groups in 2006-07 showing a compounded<br />
annual growth rate of 36% .<br />
The linkages have been provided by the vast network of commercial banks, cooperative<br />
banks and regional rural banks in India. 209 co-operative banks, 191 regional rural banks<br />
and 44 commercial banks are involved as SHG-Banking partners, with 17,085 participating<br />
branches. There can be no doubt about the programme’s outreach to the poor; but is it viable<br />
for the banks?<br />
Seibel and Dave (2002) have shown that Non-performing loans to SHGs were 0%, testifying<br />
to the effectiveness of group lending to the very poor. In contrast, consolidated Non<br />
Performing Loan (NPL) ratios ranged from 2.6% to 18%; and of Cash Credit (CC) and<br />
Agricultural Term Loans (ATL) up to 55% and 62%, respectively. Returns on average assets<br />
of SHG Banking ranged from 1.4% to 7.5% compared to -1.7% to 2.3% consolidated. Other<br />
researchers and practitioners have studied various aspects of SHG-Bank Linkage programme<br />
and identified a list of emerging issues. Some of them, Wilson (2002), Harper (1998),<br />
Fernandez (1998), Jayaraman (2001) Tankha (2002), Karmakar (1999), Puhazhendhi &<br />
Satyasai (2000), Satish (2000), Dasgupta (2001), Sharme, Ahmed and Rashid (2002),<br />
Puhazhendhi & Badatya (2002) etc. have explored into viability, performance and prospects<br />
in the field of SHG- Bank Linkage system.<br />
These studies have found that SHG-Banking system provides a new dimension for the<br />
formal bank branches and bank branch managers. They feel comfortable and safe in their job<br />
with the new flexible SHG- Banking practice. This group based microfinance system has<br />
created a new vistas for the bank staff and manager to interact with the rural vulnerable<br />
section specially women. Some studies have found SHG Bank Linkage Programme<br />
approach is free from all kind of deficiencies of the Government directed credit programmes.<br />
The frustration of the traditional ordinary bank staff has not been transferred into the SHG<br />
Bank Linkage Programme approach. Kropp & Suran (2002) observed that “a steady growth<br />
56<br />
Vidyasagar University Journal of Commerce
Samirendra Nath Dhar, Kiranjit Sett, Soumitra Sarkar<br />
in number of new SHGs, an increase of the amount of loans disbursed and an excellent loan<br />
recovery performance has created a new job satisfaction among the bankers.” It is a vital<br />
source of attainment of emotional needs of the bankers. Many bankers show great<br />
satisfaction to report about the socio-economic achievements of their groups. There are a<br />
number of indicators that highlight the relative advantages of SHG banking and show that<br />
the gap between formal bankers and rural poor has been bridged. These studies have shown<br />
that there has been externalisation of a part of the work items of the credit cycle i.e.,<br />
assessment of credit needs, appraisal, disbursal, supervision and repayment, reduction in the<br />
formal paperwork involved and a consequent reduction in transaction costs and improvement<br />
in recoveries from groups.<br />
However, very little empirical evidences have been provided to show how the bankers<br />
involved in SHG-banking perceive the system and the problems they face while operating in<br />
this new arena. This study is an attempt to dig out these evidences based on survey research.<br />
Objectives, Scope and Methodology of the Study<br />
The success of any programme depends largely on the participants who steer the course of<br />
actions necessary for implementation and operation of the programme. Micro- finance<br />
delivery in India largely depends on the active participation, enthusiasm, dedication and<br />
knowledge and awareness of bankers who are involved in making their banks effective<br />
financial intermediaries. These attributes of the bankers depend on their views and<br />
perception about the microfinance programme being operated and the problems they face<br />
while playing their role in the deliverance mechanism. Negative perceptions about<br />
microfinance programmes and hindrances in their normal operations can stand in the way of<br />
making SHG-banking effective. Landy and Becker (1987) opine that a person is motivated<br />
to work better for a programme when he or she is aware of what is important and the<br />
circumstances in which he or she works. According to psychologists Locke et.al (1981), the<br />
natural human inclination to set and strive for goals is useful only if the individual<br />
understands the particular goal, perceives it to be good and accepts it. The social information<br />
processing model of motivation argues that employees adopt attitudes and behaviours in<br />
response to the social cues received by them from others with whom they have contacts<br />
(Robbins, 2005). Banks involved in SHG- banking or planning to expand this activity to<br />
more branches therefore need to understand the problems and perception of their personnel.<br />
This study aims to delve into this aspect and find out what officers and employees of banks<br />
think about this emerging area of banking.<br />
The main objective of this study is to gauge the perceptions and problems of bank officers<br />
and employees regarding SHG- Banking activities related to the SGSY and suggest policy<br />
prescriptions based on the findings.<br />
For the purpose of the study a mix of interviews and administration of questionnaires were<br />
made to a random sample of 150 officers and employees working in 154 branches of various<br />
commercial and regional rural banks in 13 blocks in Jalpaiguri district and 5 blocks in<br />
Siliguri subdivision. The questionnaires having structured questions on a five point Likert<br />
scale was personally administered to the sample. Jalpaiguri and Siliguri was chosen as the<br />
Vidyasagar University Journal of Commerce 57
SHG- BANKING IN INDIA-EMPIRICAL EVIDENCES <strong>OF</strong> BANKERS’ PERCEPTION AND PROBLEMS.<br />
catchment area of the study because of the rapid growth of SHGs under SGSY and linkage<br />
of a large number of 1 st and 2 nd graded groups linked to these banks. Before administering<br />
the final questionnaire a pilot survey was made and various aspects were discussed with<br />
personnel handling SHG linkage operations. The number and nature of statements were<br />
finalised on the basis of the pilot survey and discussions. The banks covered under the study<br />
were Uttar Banga Kshetriya Gramin Bank, State Bank of India, Central Bank of India,<br />
United bank of India and other banks mentioned in the table below. Eighteen filled in<br />
questionnaires had to be rejected due to technical flaws and incompleteness. The final<br />
sample of respondents therefore stood at 132. The findings of the study are reported below.<br />
Findings of the Study<br />
(a) Growth of SHGs linked to Banks<br />
The study has principally dealt with the empirics of perception and problems of bankers.<br />
Before reporting on these findings it would be pertinent to have a bird’s eye view of the<br />
growth of SHGs linked to banks in the catchment area under study. Table I gives a<br />
comprehensive picture of growth of the SHGs linked to different banks with respect to the<br />
year of inception of SGSY and up to March 2007.<br />
Table-1: SHGs linked with different banks under SGSY in Jalpaiguri District and<br />
Siliguri Subdivision (Cumulative figures)<br />
No. of<br />
Branches<br />
No. of<br />
SHGs<br />
No. of<br />
SHGs<br />
SHGs linked<br />
up to 06-07<br />
CAGR<br />
(%)<br />
C/C and RF<br />
disbursed<br />
Banks linked with<br />
SHGs under<br />
SGSY<br />
linked in<br />
1999-2000<br />
linked upto<br />
2006-07<br />
(% of Total)<br />
upto Dec<br />
2006<br />
(Rs. Lakhs)<br />
CBI 46 11 5,739 29.68 144.4 4221.4<br />
SBI 26 22 3,758 19.44 108.4 3248.4<br />
UBI 14 8 554 2.87 83.2 817.1<br />
UCO 4 4 441 2.28 95.7 465.2<br />
ALLB 6 3 336 1.74 96.2 287.4<br />
PNB 3 0 196 1.01 ----- 264.8<br />
SYND 1 0 174 0.90 ------ 291.7<br />
IB 1 0 25 0.13 ------ 22.25<br />
BOI 2 2 250 1.29 99.3 281.5<br />
Union Bank 1 8 60 0.31 33.4 N.A.<br />
UBKGB 50 54 7,803 40.35 103.4 8283.5<br />
Total 154 112 19,336 100 108.4<br />
Compiled from reports of DRDCs of Jalpaiguri and Siliguri for different years.<br />
58<br />
Vidyasagar University Journal of Commerce
Samirendra Nath Dhar, Kiranjit Sett, Soumitra Sarkar<br />
Though the table is self explanatory, some points need to be highlighted. There is no doubt<br />
that the growth of SHGs linked to different banks have witnessed an exponential growth and<br />
the quantum jump in the linkages well signify the spread of SHG- Banking in this region.<br />
While Uttar Banga Kshetriya Gramin Bank is clearly the leader in terms of number of SHGs<br />
linked and having more than 40% of total SHGs under its wings, Central Bank of India is a<br />
close follower with about 30% of the SHGs linked to it. The following diagram gives a<br />
distinct view of the share of different banks in respect of number of SHGs linked in the<br />
region under the study.<br />
No of SHGs linked with Banks upto 2006-<br />
41<br />
The compounded annual growth rates are also noticeable as they have surpassed the CAGR<br />
of all India growth rate by more than three times in five cases. The growth rates of other<br />
banks are also exceptionally high. These statistics are an indicator of how the SHG- bank<br />
linkage programme has caught up in these areas after the SGSY was launched. With respect<br />
to the Cash Credit and Revolving Fund disbursed, the figures in the table show that UBKGB<br />
is the leader in this respect also, the amount disbursed being nearly twice that of CBI and<br />
nearly 1.5 times of the cumulative amount disbursed by other commercial banks shown in<br />
the table. These figures therefore also indicate the superiority of regional rural banks over<br />
commercial banks in respect of linking of SHGs.<br />
(b) Perception of Bank Personnel regarding operational and viability aspects of SHG<br />
linkages:<br />
The perception of bank personnel, both officers and employees handling SHG banking have<br />
been measured by a series of 16 statements administered on a five point Likert’s scale. The<br />
scale used for all the statements were Strongly agree, Agree, No opinion, Disagree and<br />
Strongly Disagree. Values of 2, 1, 0, -1 and -2 respectively were assigned to these points so<br />
as to have a quantitative measure of the perceptions of each of these statements. Scores of<br />
each statement were summated for all the respondents and the mean score reported. A value<br />
higher than zero for the mean score would denote a positive attitude of the bankers working<br />
with SHG- banking. To test the response it was hypothesised that the mean score for<br />
perception (MS p ) of each aspect related to the statements administered would exceed zero,<br />
the neutral value on the five point scale.<br />
Vidyasagar University Journal of Commerce 59<br />
3<br />
19<br />
30<br />
CB<br />
SB<br />
UB<br />
UC<br />
ALL<br />
PN<br />
SYN<br />
I<br />
BO<br />
Union<br />
UBKG
SHG- BANKING IN INDIA-EMPIRICAL EVIDENCES <strong>OF</strong> BANKERS’ PERCEPTION AND PROBLEMS.<br />
The hypothesis framed was as follows:<br />
H o : Mean Score for Perception of Bankers (MS ip ) = 0<br />
H 1 : Mean Score for Perception of Bankers (MS ip ) > 0 where ( i= 1 to 16)<br />
The results are reported below<br />
Table-2: Perception of bankers regarding SHG- Banking under SGSY<br />
Mean t- values<br />
Statements<br />
score<br />
1. SGSY is a better micro-credit programme than previous<br />
21.515 a<br />
1.76<br />
credit programme like IRDP<br />
2. Savings of SHGs have resulted in more deposit for banks 1.57 22.750 a<br />
3. Recovery rates are excellent. 1.88 17.41 a<br />
4. Establishing savings & credit linkage of SHGs with bank<br />
9.65 a<br />
1.21<br />
has resulted in better business for your branch<br />
5. The amount financed through your bank are utilised<br />
1.578 c<br />
0.12<br />
properly for micro-entrepreneurial activities by SHGs<br />
6. Previous IRDP defaulters are restricted from having<br />
9.81 a<br />
1.02<br />
finance under SGSY.<br />
7. Beneficiaries understand all the operations and<br />
0.938<br />
0.08<br />
documents of savings credit linkage.<br />
8. Only the group leaders / treasurers understand all the<br />
5.405 a<br />
0.80<br />
operations and documents of savings credit linkage.<br />
9. It is difficult to explain the operation and maintenance<br />
6.557 a<br />
0.80<br />
documents to the SHG leader or treasurer.<br />
10. The SGSY will prove to be a sustainable micro-credit<br />
8.920 a<br />
0.76<br />
delivery system in the long run.<br />
11. SHG- banking operations are different from commercial<br />
8.155 a<br />
0.88<br />
banking activities<br />
12. Frequent interactions with SHG members are essential<br />
20.869 a<br />
1.44<br />
for SHG- Banking<br />
13. Special training programmes need to be conducted for<br />
9.836 a<br />
1.20<br />
personnel engaged in SHG- Banking<br />
14. A separate cell needs to be created in each Bank branch<br />
3.218 a<br />
0.42<br />
for SHG- Banking<br />
15. Experience in SHG- Banking will lead to better job<br />
4.342 a<br />
0.68<br />
opportunities in other MFIs<br />
16. Your respect and social recognition has increased due to<br />
17.816 a<br />
1.24<br />
involvement in SHG- Banking<br />
Note: a denotes significance at 1% level and c at 10% level.<br />
Source : Field Survey<br />
60<br />
Vidyasagar University Journal of Commerce
Samirendra Nath Dhar, Kiranjit Sett, Soumitra Sarkar<br />
The table given above clearly and pertinently depicts the perception of the bankers regarding<br />
SHG banking. Responses regarding the increase in the amount of deposits and the recovery<br />
of loans by banks are very positive and significant at 1% level, indicating that the bankers<br />
believe that the banks are doing good business through SHG banking. This is complemented<br />
by the fact that the bankers also believe SGSY to be a better programme than IRDP.<br />
Moreover the fact that they have perceived SHG- Banking to increase their respect and<br />
social recognition is a positive signal in the direction that this recognition will motivate them<br />
to work better for programmes linked to SHG- Banking. However, the bankers are quite<br />
sceptical about the end use of their services which is identifiable from the response to the<br />
statement regarding establishing microenterprises from bank finances. Further, operational<br />
difficulties are perceived by the bankers from the fact that beneficiaries did not understand<br />
the documents and procedures very well and the group leaders required some amount of<br />
training for dealing with banking operations for SHGs. However, informal discussions with<br />
the officers and staff revealed that they were not very worried about this feature as they<br />
knew that they were dealing with women customers from the poorest sections of society and<br />
were denied the facilities of basic education for generations. They opined that with the<br />
passage of time and frequent literacy drives, these operational hurdles could be overcome. In<br />
addition to this, responses were significantly on the positive side regarding the fact that<br />
SHG- banking was quite different from normal banking operations and required further<br />
training for personnel engaged in SHG-banking activities and also frequent interactions with<br />
the beneficiaries. However, responses regarding opening up of special cells for SHGbanking<br />
and prospect of better job opportunities were only lukewarm, though statistically<br />
significant. On the whole, the responses of the bankers show an overall positive attitude<br />
towards the new dimension of banking that has emerged during the last decade. The other<br />
side of the coin, however, is not unblemished as operational difficulties and problems<br />
continue to pose hindrances for bank personnel engaged in SHG-banking operations.<br />
Discussions regarding the problems are made in the following section.<br />
(c) Perception of Bank Personnel regarding problems related to SHG-Banking<br />
The perception of bank personnel regarding the problems they encounter while handling<br />
SHG banking have been measured by a series of 6 statements administered on a five point<br />
Likert’s scale. The scale used for all the statements were very high, and moderately high, no<br />
opinion, moderately low and very low. Values of 2, 1, 0 -1 and -2 respectively were assigned<br />
to these points so as to have a quantitative measure of the perceptions of each of these<br />
statements. Scores of each statement were summated for all the respondents and the mean<br />
score reported. A value higher than zero for the mean score would denote that bankers have<br />
a perception that the stated problem was serious and needed attention. To test the response it<br />
was hypothesised that the mean score for perception (MS pr ) of each aspect related to the<br />
statements administered would exceed zero, the neutral value on the five point scale. The<br />
hypothesis framed was as follows:<br />
H o : Mean Score for Perception regarding problems of SHG- Banking (MS ipr ) = 0<br />
Vidyasagar University Journal of Commerce 61
SHG- BANKING IN INDIA-EMPIRICAL EVIDENCES <strong>OF</strong> BANKERS’ PERCEPTION AND PROBLEMS.<br />
H 1 : Mean Score for Perception regarding problems of SHG- Banking (MS ipr ) > 0<br />
where ( i= 1 to 6)<br />
The results are reported below :<br />
Table-3: Perception of bankers regarding problems related to SHG- Banking<br />
Statements<br />
Mean t- values<br />
score<br />
1. Problem of staff shortage to cater to SHG work. 1.44 13.85 a<br />
2. Knowledge gap of bank staff about SGSY. 0.94 11.25 a<br />
3. Problems due to frequency of receiving guidelines<br />
8.78 a<br />
1.22<br />
from head office.<br />
4. Problems of non co-operation from DRDC. 0.08 1.52<br />
5 Problems of non co-operation from panchayats. 1.22 14.35 a<br />
6. Extra workload due to SHG- Banking 1.42 13.65 a<br />
a denotes significance at 1% level.<br />
Source: Field Survey.<br />
The commonly perceived problems as shown in the above table are significant in all the<br />
cases except problems regarding cooperation from DRDC. Shortage of staff assigned for<br />
SHG- Banking and extra work load are the most concerning problems. Discussions revealed<br />
that in many bank branches, there was staff shortages and extra work load even when there<br />
was no SHG- banking. The introduction of this new system has multiplied the problems. In<br />
many branches, especially in the rural areas, bank personnel had to handle both normal<br />
commercial banking activities and SHG-banking activities including visit to groups during<br />
formation and grading. Further many branches, especially in case of the RRB, majority of<br />
the branches under study had no computerised operating systems. Thus maintenance of SHG<br />
accounts, deliverance of cash credit and revolving funds, accepting pay-in and withdrawal<br />
slips of the groups at the same teller station posed hurdles in everyday operations. These<br />
difficulties were topped up with the number of guidelines, notices and circulars flowing in<br />
from the head office and the DRDC. The contents of these documents were always not<br />
comprehensible to all the staff and some of the respondents were even puzzled at the<br />
changes that were being made in the SGSY guidelines regarding cash credit, revolving fund<br />
etc. Many respondents stated that they did not find suitable time to read so many guidelines<br />
and circulars in details and carried on the work with the instructions served by the manager<br />
of the branch. On the other dimension, though the bank personnel did not perceive the<br />
DRDCs to be non-cooperative, they felt that there were grey areas regarding cooperation<br />
from Panchayats. Discussions revealed that the main problems were timely communication<br />
with these bodies, lack of understanding of banking operations by the members, faulty<br />
identification of beneficiaries etc.<br />
Any phenomenon that brings in change in the operating system of an organisation carries<br />
with it the problems and associated constraints. The same is the case with SHG- Banking<br />
62<br />
Vidyasagar University Journal of Commerce
Samirendra Nath Dhar, Kiranjit Sett, Soumitra Sarkar<br />
which made its advent only eight years ago in relation to SGSY. However, if these problems<br />
can be addressed well in time and with proper consideration, the rough edges can be<br />
smoothened out gradually. The next section strives to put some suggestions in this context.<br />
Suggestions and Conclusion<br />
SHG- banking has resulted in the success of microfinance programmes through out India.<br />
The same story replicates itself in Jalpaiguri district and Siliguri subdivision. This is evident<br />
from the growth in number of SHGs linked to banks in these areas. Such a boom would not<br />
have been possible without the positive attitude and cooperation of the bankers. The bankers<br />
do have a positive outlook of banking for SHGs and this has been aptly corroborated by the<br />
findings of this study. Their positive outlook is bound to be a sine quo non for sustainability<br />
of this type of banking operations. However, roses do not bloom without thorns and<br />
problems can put spokes in the wheels of SHG-banking. Some of the suggestions given<br />
below may be able to address the problems encountered by the staff.<br />
• Sensitisation and awareness programmes should be organised frequently for<br />
personnel handling SHG- banking operations so that they can conceive the<br />
objectives and rationale behind microfinance programmes and also grasp the<br />
nuances of the operations related to linkage of SHGs.<br />
• Qualified microfinance practitioners can be employed by banks. In addition to<br />
making microfinance operations by banks smoother, the pressure on existing staff<br />
can be reduced and these qualified professionals can help the other staff to master<br />
the techniques of SHG- banking.<br />
• Complaints of additional workload can be catered to by employing additional staff<br />
on contract basis and upgrading manual documentation and accounting systems to<br />
computerised systems.<br />
• Where this is not possible it may be worthwhile to have a special banking day for<br />
SHG Banking. However, if for any reason the staff that were given the responsibility<br />
for SHG-banking activities, could not attend the special banking day and members<br />
of SHGs would have to wait for a week. This could adversely affect the group’s<br />
economic activities and in the interval they may have to take recourse to<br />
moneylenders. This could lead to loosing confidence on the banking system.<br />
Depending on the number of SHGs linked to the bank and the number of staff<br />
available the management could arrange for special SHG-banking hours twice or<br />
thrice a week.<br />
• Where SHG linkage operations are hampered due to the perception of heavy<br />
workload, management can conduct counselling sessions to the staff to convey to<br />
them that SHG banking under SGSY leads to a ‘win- win’ situation. On the one<br />
hand the SHGs benefit from higher level of group corpus and on the other hand the<br />
banks can benefit from excellent recovery and lower number of accounts due to<br />
opening of group accounts instead of small individual accounts.<br />
• Where difficulties in interpretation of guidelines and circulars are common, there<br />
such information may be provided in audio- visual mode for better comprehension.<br />
Vidyasagar University Journal of Commerce 63
SHG- BANKING IN INDIA-EMPIRICAL EVIDENCES <strong>OF</strong> BANKERS’ PERCEPTION AND PROBLEMS.<br />
This suggestion was received from some bankers during the course of the survey.<br />
Moreover programmes can be organised by DRDC with the representatives of<br />
different banks and Government officials to bring uniformity and simplicity in the<br />
documents required for banking activities.<br />
• Recognition for devotedness to SHG- banking can be given to employees in the<br />
form of awards, citations and highlighting performances in annual reports. This can<br />
act as a definite motivator for the bankers.<br />
• Problems of dearth of cooperation from the local bodies can be resolved by forming<br />
joint action committees at the local levels consisting of the bankers and the panchyat<br />
members. This will increase the frequency of their interactions, lead to better<br />
communication and assure timely cooperation.<br />
Microfinance and SHG-banking activities are multidimensional; therefore, strategies and<br />
policies often need to be framed not only on the basis of Government guidelines, but also on<br />
the basis of the local area characteristics, demographics and needs. The suggestions given<br />
above are broad based and need to be fine tuned according the requirements of each branch,<br />
number of SHGs linked to the branch and the staff working in the branch. A batch of<br />
motivated staff can be the pillars on which SHG- banking can sustain and facilitate<br />
microfinance systems to penetrate deep into the most poverty stricken segments of society.<br />
References<br />
1. Brugger, E.A. and Rajapatriana, S. (eds.) (1995): “ New perspectives on Financing Small<br />
Business In developing Countries”, ICS Press.<br />
2. Dasgupta, R. (2001): “Rural banking and credit - tale of many committees”. EPW,<br />
March.<br />
3. Fernandez, A.P. (1998): The MYRADA Experience: Alternative Management System<br />
for Savings and Credit of the Rural Poor, Mysore Resettlement and Development<br />
Agency, Bangalore.<br />
4. Harper, M. (1998): “Profit for the Poor - Cases in Micro-Finance”. Oxford and IBH<br />
Publishing Co. Ltd., New Delhi.<br />
5. Jayaraman, B (2001): “Micro Finance: Retrospect and Prospects”, Occasional Paper-20,<br />
National Bank for Agriculture and Rural Development, Mumbai.<br />
6. Karmakar, K. G. (1999): “ Rural Credit and SHG- Microfinance Needs and concepts in<br />
India”, Sage Publications India Pvt. Ltd., New Delhi.<br />
7. Kropp, E.W. and Suran,B.S, (2002): Linking Banks and Self Help Groups in India-An<br />
Assessment- Paper presented at the Seminar on SHG-bank Linkage Programme at New<br />
Delhi, 25 and 26 November, 2002<br />
8. Kulshrestha, Laxmi (2000): “Micro-finance: the new development paradigm for poor<br />
rural women”. Kurukshetra, November, 2000, pp. 22-25.<br />
9. Landy and Becker (1987): “Motivation Theory Reconsidered”, in L. Cummins and<br />
B.Staw (eds), Research in Organisational Behaviour, vol 9 (Greenwich, CT: JAI Press)<br />
p-12.<br />
64<br />
Vidyasagar University Journal of Commerce
Samirendra Nath Dhar, Kiranjit Sett, Soumitra Sarkar<br />
10. Locke, E.A. Shaw, K.N., Saari, L.M. & Latham, G.P., (1981): “ Goal Setting and Task<br />
Performance 1969-80” Psychological Bulletin 90, pp 125-26<br />
11. Puhazhendi & Badatya (2002): “SHG-Bank Linkage Programme for Rural Poor – An<br />
Impact Assessment”. Paper presented at the Seminar on SHG-bank Linkage Programme<br />
at New Delhi on 25th and 26th November, 2002 NABARD.<br />
12. Puhazhendhi,V and Satyasai, K.J.S., ( 2000): “Micro Finance for Rural people - An<br />
Impact Study”. National Bank forAgriculture and Rural Development, Mumbai.<br />
13. Robbins, S.P. (2005): “ Organisational Behaviour”, prentice-Hall of India Private<br />
Limited, New Delhi.<br />
14. Satish, P (2000): “Some Issues in the formation of Self Help Groups” Indian Journal of<br />
Agricultural Economics, Vol 56, No.3, July- September, Mumbai.<br />
15. Seibel, H. D. and Dave, H. R. (2002): “Commercial Aspects of SHG Banking in India”<br />
Paper presented at the Seminar on SHG-bank Linkage Programme at New Delhi,<br />
November, 2002<br />
16. Sen, M. (2003): “ A Study of SHGs and Microfinance in West Bengal” A Report of<br />
SIPRD, West Bengal.<br />
17. Sharma, M. Ahmed,A. and Rashid, S. (2002): Group-based financial institutions for the<br />
rural poor in Bangladesh: An institutional and household level analysis. Research Report<br />
No.120. International Food Policy Research Institute, Washington, D.C.<br />
18. Tankha, A. (2005): SHG as financial intermediation in India: cost of promotion,<br />
sustainability and impact”. A study prepared for ICCO and Cordaid, The Netherlands<br />
19. Wilson, (2002): “The new MF- An easy on the SHG movement in India.”<br />
http://www.esd.worldbank.org<br />
Vidyasagar University Journal of Commerce 65
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE<br />
THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
Arindam Gupta *<br />
Debashis Kundu **<br />
ABSTRACT<br />
The study uses one of the high profile mergers of the Indian banking industry to<br />
measure the amount of wealth actually created for shareholders by such a merger,<br />
using the valuation tools like MVA, EVA, etc. and also the relative profitability<br />
measured from variables like Spread and Burden. Attempt has also been made<br />
further to find out the relative impact first of variables like EVA, market<br />
capitalization, total capital employed, yield, relative profitability, return on net<br />
worth, etc. on MVA; secondly of total capital employed, yield, relative profitability,<br />
return on net worth, etc. on EVA and finally of variables like EVA, total capital<br />
employed, yield, return on net worth, etc. on relative profitability.<br />
Why a Case Study on the Merger of a Banking Institution?<br />
The Indian banking sector is a key constituent of the Indian economic scenario. It is still the<br />
major supplier of funds for industrial activities. But this industry itself is in a transition<br />
phase. The banking sector is seeing many changes like imposition of international prudential<br />
norms, greater competition among banks, entry of new private sector banks, more fee-based<br />
services along with diversity in offering of services, among others. So the public sector<br />
banks are currently in the process of restructuring while the private sector banks are busy in<br />
consolidating themselves through mergers and acquisitions. On the other hand, due to<br />
increasing participation in the share capital from outside (other than government), the issues<br />
of profitability of operations and shareholder value creation have become more important in<br />
case of the nationalized banks. In case of private sector banks, the issues were always<br />
important.<br />
This churn in the banking industry has thrown up further a new challenge in the form of<br />
measuring profitability and valuation of these banks. The traditional tools like market<br />
capitalization and profit margins are supplemented with new measures like Spread, Burden,<br />
* Professor and Head, Department of Commerce with Farm Management, Vidyasagar<br />
University, Midnapore – 721 102, e-mail: arindam_finance@rediffmail.com,<br />
** Part-time Lecturer, Department of Commerce, Sivanath Sastri College, Kolkata,<br />
e-mail : debkundu_2000@ yahoo.com.
Arindam Gupta, Debashis Kundu<br />
EVA 1 (Economic Value Added) and MVA 2 (Market Value Added). This article attempts to<br />
appraise the case of one of the premier banking institutions of the country, ICICI Bank, just<br />
before and after merger using a mixture of traditional and non-traditional tools like Spread,<br />
Burden, relative profitability, EVA, MVA, etc.. This, at the same time, helps to highlight the<br />
amount of profit generated and wealth created for shareholders due to the merger process.<br />
Further, attempt has also been made further to find out the relative impact first of variables<br />
like EVA, market capitalization, total capital employed, yield, relative profitability, return on<br />
net worth, etc. on MVA; secondly of total capital employed, yield, relative profitability,<br />
return on net worth, etc. on EVA and finally of variables like EVA, total capital employed,<br />
yield, return on net worth, etc. on relative profitability.<br />
ICICI-ICICI Bank Merger – The Story<br />
Industrial Credit and Investment Corporation of India Limited (hereinafter, referred to as<br />
ICICI Ltd.) 3 was set up in 1955 as a public limited development financial institution (DFI) 4<br />
to provide foreign currency loans to Indian companies. ICICI Ltd. was able to quickly grasp<br />
the emerging opportunities thrown up by the economic liberalisation of India in 1991 and<br />
grew to be a formidable force in the Indian financial scene. It expanded its activities into the<br />
areas of project finance, underwriting, venture capital, and mutual funds and established<br />
various subsidiaries including that of ICICI Bank in 1994. Subsequently ICICI Ltd. closed<br />
down many of its subsidiaries. It merged SCICI 5 with itself in 1996, ITC Classic Finance<br />
and Anagram Finance in 1998 and Bank of Madura in 2001.<br />
ICICI Banking Corporation Limited (hereinafter, referred to as ICICI Bank) was set<br />
up as a scheduled commercial bank in 1994 by ICICI Ltd. as its wholly owned<br />
subsidiary. In 1999, the Bank became the first Indian company and the first financial<br />
institution from non-Japan Asia to be listed in the New York Stock Exchange<br />
(NYSE). ICICI Bank soon diversified its product portfolio. It set up five Strategic<br />
Business Units (SBUs), namely, ICICI Prudential Life Insurance, ICICI Lombard<br />
General Insurance, ICICI Ventures, ICICI Securities, and Prudential ICICI Asset<br />
Management Company.<br />
1 EVA is a registered trademark of Stern Stewart Company. It has been referred to as ‘economic<br />
profit’. A slight variation of the same is known as ‘residual income’ which is more often used to avoid<br />
plenty of adjustments that have been originally advocated.<br />
2 MVA is a tool to measure shareholder value at a particular moment that was introduced by Stewart<br />
in 1991. MVA is the additional market capitalization over and above the book value of equity.<br />
3 ISIN Code: INE005A01011, Website: www.icicibank.com.<br />
4 Development banks (also called DFI), an integral part of India’s organized financial system, provide<br />
finance and related services to domestic industries on lenient terms in line with the planning priorities.<br />
5 SCICI is Shipping Credit and Investment Corporation of India.<br />
Vidyasagar University Journal of Commerce 67
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
Reserve Bank of India (RBI), India’s central bank, first mooted the idea of merging all<br />
existing development banks and some weak commercial banks with healthier commercial<br />
banks way back in 2000. ICICI Bank was the first to take advantage of this policy and<br />
submitted a detailed scheme to reverse merge itself with its development bank counterpart<br />
on 1 st October, 2001. As both ICICI Bank and ICICI Ltd. were listed in the Indian and US<br />
markets, effective communication to a wide range of investors was a critical part of the<br />
merger process. The merger was approved by shareholders of both the companies in January<br />
2002, by the High Court of Gujarat in March 2002, and by the High Court of Judicature at<br />
Mumbai and ultimately by RBI in April 2002. The ratio for the merger was fixed at one<br />
equity share of ICICI Bank of Rs.10 each for two shares of ICICI Ltd. of the face value of<br />
Rs.10 each. While the merger became effective on May 2002, in accordance with the<br />
Scheme of Amalgamation, the appointed date of merger was 30 March, 2002.<br />
Post-merger, ICICI Bank became India’s first ‘universal bank’ acting as a one-stop supplier<br />
for all financial products and activities such as deposits, short-term and long-term loans,<br />
insurance, venture capital, and investment banking. It is now the second-largest Indian bank<br />
after State Bank of India (India’s number one commercial bank) with total assets of about<br />
Rs. 3,447 billion (as at 31 March, 2007). It has a network of 755 branches and extension<br />
counters and 3,271 Automated Teller Machines (ATMs) across the country. Further, it has<br />
taken bold steps towards diversifying its basic banking business into Business Process<br />
Outsourcing (through ICICI OneSource – now renamed Firstsource Solutions Ltd.) and<br />
international banking operations in various countries around the world.<br />
Profitability and Wealth Creation – Targets set at the time of merger<br />
The compulsions that led ICICI Ltd. to reverse merge with ICICI Bank had much to do with<br />
the changing global and national banking environment as with its internal dynamics. Hence<br />
the reasons for the reverse merger merely reflect the dilemma faced by the entire Indian<br />
banking community in general and the development banking sector in particular.<br />
The reverse merger was expected to enhance profits for the shareholders of ICICI Ltd. and<br />
ICICI Bank. This was expected to come from an expanded scale of operations, access to<br />
ICICI Ltd.’s strong corporate relationships built up over five decades, entry into new<br />
business segments, higher market share in various business segments, growth in fee-based<br />
services, and access to the vast talent pool of ICICI Ltd. and its subsidiaries.<br />
Once profitability improves, the market is then expected to give a higher discounting (in<br />
terms of higher P/E ratio) to its share price and substantially increase its market<br />
capitalisation.<br />
Objectives of the Study<br />
The principal objective of the study is to use one of the high profile mergers of the Indian<br />
banking industry to measure the profitability actually generated and wealth created for the<br />
shareholders by such a merger, using the tools like Spread, Burden, EVA, and MVA.<br />
The secondary objective is to find out the relative importance of the selected explanatory<br />
variables that include EVA as the most representative non-traditional measure and some<br />
68 Vidyasagar University Journal of Commerce
Arindam Gupta, Debashis Kundu<br />
other conventional performance measures which may help to measure the change in MVA.<br />
The importance of non-market linked variables like total capital employed, yield, return on<br />
net worth, etc. first on EVA and then on relative profitability have also been examined into<br />
to find out the relative impact of these variables over economic profit and profitability<br />
respectively.<br />
Literature Survey<br />
There are a large number of studies concerning shareholder value creation. But for the<br />
purpose of this paper, only those articles focusing on the application of new market-oriented<br />
techniques to generate shareholder wealth have been looked into.<br />
Kohli and Chawla (2006) have used the concepts of burden, spread, apart from some<br />
selected ratios to study the trends in profitability of selected Indian banks. While income,<br />
spread and net profit grew for all the banks, the private sector banks reported diminishing<br />
burden but increasing spread and non-interest income as compared to the public sector<br />
banks.<br />
The study conducted by Stewart (1991) on the statistical association between MVA and<br />
EVA was based on a sample of 613 US companies over the period from 1984 to 1985 in<br />
relation to the period from 1987 to 1988. The author reports strong positive relation between<br />
the average standardized values of EVA and MVA. However the results do not seem to<br />
support the relation between negative EVA and negative MVA.<br />
O’Byrne (1996) regresses firm value on EVA and earnings measured in the form of NOPAT<br />
(net operating profit after tax). The study considers a total of 6651 firm-years over the period<br />
from 1985 to 1993. Two types of regressions are used where the market value divided by the<br />
capital is the dependent variable. After a series of adjustments to the EVA regression, the<br />
author reports the robustness of EVA in explaining firm values.<br />
Grant (1996) identifies the ‘wealth-creators’ and the ‘wealth-destroyers’ among a set of<br />
firms with the help of EVA/Capital employed and MVA/Capital employed measurements.<br />
The findings indicate that the ratio, EVA/Capital employed can explain approximately 32%<br />
of the variation in MVA/Capital employed.<br />
Dodd and Chen (1996) in their paper have studied the correlation between stock returns and<br />
EVA, residual income, RoA, RoE and EPS. It is based on a sample of 566 US companies<br />
over the period from 1983 to 1992. The adjusted EVA was found to offer few advantages<br />
over unadjusted EVA or residual income. The incremental tests also suggested that the<br />
components of EVA only add marginal information to earnings. The results hence do not<br />
support the notion that EVA dominates earnings in relative information content.<br />
A case study on the relative statistical significance of market capitalization and EVA as an<br />
effective valuation tool conducted by Chattopadhyay and Gupta (2001) found that EVA<br />
did not prove to be a better tool than the traditional measure like market capitalization. The<br />
study used correlation analysis, Runs test and simple regression on EVA and market<br />
capitalization of Hindustan Lever Limited over a nine-year period from 1991 to 1999.<br />
In another Indian study, Prakash Singh (2005) first tests the robustness of the new tools of<br />
shareholder wealth measurement – EVA and MVA. He then goes on to test the efficacy of<br />
Vidyasagar University Journal of Commerce 69
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
these two techniques on 28 Indian banks over a five-year period from 1999 to 2003. He finds<br />
that in India, EVA does not happen to be a better wealth measurement tool as compared to<br />
traditional performance measures. But he finds significant statistical relationship between<br />
EVA and MVA.<br />
Methodology<br />
The study is composed of three parts. The first part measures the profitability of operations<br />
of ICICI Bank through Spread and Burden over the seven-year period.<br />
The second part computes the EVA and MVA over a seven-year period from 2001 to 2007.<br />
The third part carries out correlations, Runs tests and a series of regressions.<br />
Key variables<br />
MVA is the difference between the Firm Value [total market value of the firm’s capital (both<br />
debt and equity)] and the total capital employed by it.<br />
MVA = Firm Value – Capital Employed<br />
EVA is the amount of economic value (or profits) generated by a company over a specific<br />
period in excess of its cost of capital. It is calculated as the difference between NOPAT (net<br />
operating profit after tax) and the product of weighted average cost of capital (WACC) with<br />
total capital employed.<br />
EVA = NOPAT – (WACC × Capital Employed)<br />
It can also be defined as the excess returns (i.e., RoCE – WACC) generated from operations<br />
multiplied with the quantum of capital employed.<br />
EVA = (RoCE – WACC) × Capital Employed<br />
[where, RoCE = return on capital employed]<br />
In case of the first formula, NOPAT and Capital Employed may have to be adjusted with<br />
about 150 reverse journal entries. However, in practice, about 5-10 adjustments are done for<br />
the calculation in case of a company.<br />
Market capitalization (MCap) indicates the total market value of the equity shares of a<br />
company (bank).<br />
Total capital employed (CapEmp) by company considers both its Tier-I and Tier-II capital<br />
as at the end of the year. Tier 1 capital, as the core measure of a bank's financial strength,<br />
comprises of equity capital, irredeemable and non-cumulative preference capital, and<br />
retained earnings. Tier II capital comprises of undisclosed reserves, revaluation reserves,<br />
general provisions, hybrid instruments and subordinated debt.<br />
Relative Profitability (Rel. Pr.) is ‘profitability’ in absolute amount divided by total<br />
income. This is similar to the margin ratios as calculated for a company. ‘Profitability’ is the<br />
difference between Spread and Burden. Spread is the excess of interest earned from lending<br />
operations by the bank over the interest paid on borrowing funds. It may be indicated either<br />
in absolute amount or in percentage.<br />
Spread = Interest Income – Interest Expense<br />
70 Vidyasagar University Journal of Commerce
Arindam Gupta, Debashis Kundu<br />
Burden, on the other hand, is the difference between non-interest expense (summation of<br />
establishment expenditure, other current and non-current expenditure) and non-interest<br />
income (summation of commission, exchange, brokerage, and such other income). It can<br />
also be indicated either in absolute amount or in percentage.<br />
Burden = Non-Interest Expense – Non-Interest Income<br />
Interest yield (Yield) indicates the total earnings of the bank from advances expressed in<br />
the form of percentage.<br />
Return on Net Worth (RONW) is a profitability measure obtained by dividing net<br />
profit after tax (with adjustment of tax savings on interest) by tangible net worth.<br />
Scheme of Investigation<br />
All the variables have been either directly obtained or calculated using their standard<br />
formula since 2001, the year just prior to the merger. The year-end share price has been<br />
sourced from National Stock Exchange (NSE) and has been used to calculate the year-end<br />
market capitalization.<br />
The first part of the study highlights the effect on profitability of the company due to<br />
changes in Spread and Burden over the years. The figures are indicated in absolute amount<br />
with the growth in percentage form. The actual difference between Spread and Burden<br />
indicates the profitability of the Bank.<br />
In the second part, the percentage change from year to year in MVA and EVA highlights<br />
respectively the quantum of shareholder wealth and ‘economic’ profits created through the<br />
reverse merger process. It thus points to the extent of success of the merger from the<br />
viewpoint of the shareholder.<br />
The third part examines the degree of association between MVA with each of the other<br />
variables with the help of correlation coefficients. Pearson’s (to find the magnitude of<br />
correlation), Spearman’s (to find the ranking of the magnitudes) and Kendall’s (to find the<br />
nature of the associated changes) correlation coefficients and their appropriate statistical<br />
tests are used for this purpose.<br />
The result of these correlations may be due to simply the chance factor. In order to test for<br />
this chance factor, Runs test are performed on each of the variables. If the Runs tests prove<br />
to be significant in one-tail (since the variables are supposed to be directly related) even at<br />
5% level of significance, it indicates that the series is non-random and contains a systematic<br />
part. The systematic part may come from respective trend effects that can be eliminated with<br />
the help of a trend equation. The trend equation is fitted first with the help of three<br />
alternative trend equations, viz., linear (y = a + bt + ut), log-linear (ln y = a + bt + ut) and<br />
log-quadratic (ln y = a + bt + ct 2 + ut) [where, Y is the dependent variable and t is time]. A<br />
particular form is chosen on the basis of adjusted R 2 and the Durbin-Watson (D-W) statistic.<br />
Then the residual values of the concerned variables are calculated by deducting the expected<br />
values as per the best-fitted trend equation from the actual observed values.<br />
Now, the variables with their residual values are taken into multiple regression with other<br />
variables with their original values. Incremental regression analyses are carried out by<br />
increasing one independent variable at every stage. At first, MVA is taken as the dependent<br />
Vidyasagar University Journal of Commerce 71
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
variable as its value is expected to depend on the other performance measures like EVA,<br />
total capital employed, market capitalization, relative profitability, interest yield, and return<br />
on net worth (RoNW). The final multiple regression analysis contains all the independent<br />
variables regressed on the single dependent variable, MVA.<br />
In the next two cases of multiple regression, the effect of some non-market variables on<br />
EVA and relative profitability has been looked into. Hence the effect of residual market<br />
capitalization and residual MVA have not been considered. So, variables like total capital<br />
employed, yield, relative profitability, and return on net worth have been regressed on EVA<br />
and finally the variables like EVA, total capital employed, yield, and return on net worth<br />
have been regressed on relative profitability.<br />
All the equations are followed by its adjusted coefficient of determination (R 2 ), F-value, and<br />
student’s t-value apart from the coefficients of each of the variables. Statistical significance<br />
up to 10% level has been considered for all the tests. The statistically significant cases are<br />
indicated with star mark/s.<br />
Post-Merger – Findings<br />
The analysis of profitability from the trends of Spread and Burden over the years (from the<br />
pre-merger period to the post-merger one) does point to a successful merger, but not an<br />
exciting one. Financial year 2002-03, the year just after the merger, reported the most<br />
encouraging outcome of the merger – a massive rise in Spread with a fall in Burden.<br />
However, the next four years saw a modest growth in Spread but a highly erratic change in<br />
Burden. This has put pressure on profitability leading to an average growth rate of around<br />
26% annually over this period.<br />
One of the reasons behind the merger was to increase shareholder wealth. ICICI Bank<br />
submitted its proposal for reverse merger on 1/10/2001 to Reserve Bank of India. Its share<br />
price has risen from Rs. 72.00 as on that date to Rs. 124.00 as on 29/3/2002, just prior to the<br />
merger. This 76% gain appeared to take place just from the news of the merger. This trend<br />
continued even after the merger. The price of one ICICI Bank share (as on 31/03/2007) is<br />
Rs. 853.10. This translates to a gain of another 588% over these five years. (Source:<br />
Capitaline Plus database, Capital Market Publishers Pvt. Ltd., Mumbai.)<br />
Table 2 also highlights the EVA and MVA generated by the company over a seven-year period<br />
from 2001 to 2007. The reverse merger actually took place on March 30, 2002. ICICI Bank<br />
reported positive growth in EVA since 2001 except during 2002 and 2004. The same growth<br />
pattern was witnessed in case of MVA except in 2002 and 2007. The Bank reported a modest<br />
growth in its net operating profit after tax (NOPAT) in 2002, which was overshadowed by the<br />
rise in its cost of capital causing a drop in its EVA. In 2004 there was a decline in its NOPAT<br />
and hence the decline in EVA. MVA declined in 2002 and again in 2007 due to a greater<br />
increase in capital employed as opposed to the growth in its Firm Value.<br />
The correlation analyses using all the three tests of Pearson’s, Spearman’s and Kendall’s<br />
indicate statistically significant relation between MVA with EVA, market capitalization,<br />
relative profitability, total capital employed and interest yield. The only other variable of<br />
RoNW does not exhibit similar statistically significant relation with MVA (Table 3). This<br />
72 Vidyasagar University Journal of Commerce
Arindam Gupta, Debashis Kundu<br />
study thus supports the findings of most of the earlier studies that EVA is very closely<br />
related to MVA.<br />
Incremental regression analyses are carried out next taking into account one additional<br />
independent variable at each next stage. This has just been presented to compare the results<br />
between two sets of variables, the present set having their original values with no exercise of<br />
making them trend-free and the other set with some variables likely with their residual<br />
values after eliminating the trend effect along with the other variables with their original<br />
values. After this analysis being undertaken, it is observed that EVA does not appear to be<br />
significant in all cases of inclusion yet in most cases. (Tables 4 and 7)<br />
The results of the Runs tests at the 5% level of significance indicate that four variables, viz.,<br />
MVA, Market Capitalization, Capital Employed and Yield have significant runs in their<br />
series of values. Hence these variables are interpreted to be non-random in nature with<br />
significant influence of time. (Table 5)<br />
At the next stage, log-linear trend was found to be best-fitted for MVA and Market<br />
Capitalization whereas ordinary least square (OLS) trend was found to be best-fitted for<br />
Capital Employed and Yield on the basis of a mutual judgment of the Adj. R 2 and D-W<br />
statistic values of the three alternative trend equations for all the four non-random variables.<br />
(Table 6)<br />
After considering therefrom the residual values of the four non-random variables and the<br />
original values of the other remaining random variables, as described in an earlier paragraph<br />
as the other set, incremental regression analyses are carried out taking into account one<br />
additional independent variable at each next stage. Residual value of Market Capitalization<br />
appears to be the most significant variable in all the stages. (Table 7)<br />
In both sets of variables, due to insufficient data of a case study like work, the final<br />
regression results do not give a clear picture when all the explanatory variables are taken into<br />
consideration. (Tables 4 and 7)<br />
Since EVA is known to depend on variables like capital employed, yield, relative<br />
profitability etc., the next table (Table 8) regresses those variables on EVA. Residual yield is<br />
found to have the only statistically significant effect on EVA among all the other variables.<br />
However, in the next multiple regression, (Table 9), none of the explanatory variables turn<br />
out to be statistically significant.<br />
Conclusion<br />
The above findings point out the success of the merger both for the Bank and also for its<br />
shareholders. The five completed years since the merger shows that though ICICI Bank was<br />
able to successfully consummate the first reverse merger of India, its effect on profitability<br />
was not much to talk about. But for the shareholders, the story was a bit different.<br />
Both EVA and MVA – the new generation wealth measurement tools – have shown robust<br />
growth over the 7-year period. The brief anomaly in a single year was merely due to the<br />
adjustment process the Bank was going through. On the question of profitability in its<br />
absolute term, the bank has shown satisfactory result in the post-merger time period. Hence<br />
it can be safely concluded that the reverse merger of ICICI Ltd. with ICICI Bank was able to<br />
Vidyasagar University Journal of Commerce 73
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
generate wealth for its shareholders both from an economic as well as from market<br />
perspective.<br />
MVA and EVA are seen to have a negative relationship, though not significant in most of<br />
the cases. Yield, contrary to the expectation, has shown negative significant relationships to<br />
MVA, EVA, and also to relative profitability. This suggests that the interest rate hike in bank<br />
advances create a negative impact on bank business resulting in poor market reaction,<br />
profitability (in absolute amount), and economic profit. Economic profit and profitability,<br />
separately as dependent variables, do not have any significant influencing variable.<br />
EVA does not prove to be a better performance measure so far as its significant correlations<br />
are observed with MVA. Though it requires more data even for a case study for making a<br />
safe conclusion like this. It is again always better to go through a cross section of companies<br />
for finding out the true predictive value of EVA. This has been earlier attempted and also is<br />
going to be attempted in many other studies by various researchers. This had not been,<br />
however, the main objective of the present study.<br />
References<br />
1. Bacidore, J. M., Boquist, J. A., Milbourn, T. T. and Thakor, A. V. (1997); “The<br />
Search for the Best Financial Measure”, Financial Analysts Journal, pp. 11-20.<br />
2. Kohli, Harpreet and Chawla, A. S. (2006); “Profitability Trends in Commercial<br />
Banks: A Study of Select Commercial Banks”, Indian Management Studies Journal,<br />
pp. 51-70.<br />
3. Dodd, James L. and Chen, Shimin (1996); “EVA: A new panacea?”, Business and<br />
Economic Review, pp. 26-28.<br />
4. Graham, Benjamin, Dodd, David L. and Cottle, Sidney (1962); “Security Analysis:<br />
Principles and Technique”, McGraw Hill Inc., New York, p. 203.<br />
5. Grant, J. L. (1996); “Foundations of EVA for investment managers”, The Journal of<br />
Portfolio Management, pp. 41-48.<br />
6. Gupta, Arindam and Kundu, Debashis (2005); “A Critical Look Into The Evolution<br />
of an Indian Universal Bank”, Chartered Accountant, pp. 750-758.<br />
7. Gupta, Arindam and Majumdar, Amit (2005); “Measures of Corporate Performance<br />
– A Discussion”, Vidyasagar University Journal of Commerce, pp. 85-96.<br />
8. Chattopadhyay A. K. and Gupta, Arindam (2001); “Linkage Between Market<br />
Capitalization and Economic Value Added – A Study with Reference to Hindustan<br />
Lever Limited”, Indian Journal of Accounting, pp. 1-7.<br />
9. ICICI Bank (2001, 2002, 2003, 2004, 2005, 2006, 2007); “Annual Report”, various<br />
pages.<br />
10. Kroll, Karen M. (1997); “EVA and creating value”, Industry Week, pp.102-109.<br />
74 Vidyasagar University Journal of Commerce
Arindam Gupta, Debashis Kundu<br />
11. Lehn, K. and Makhija, A. K. (1996); “EVA and MVA: As performance measures<br />
and signals for strategic change”, Strategy and Leadership, pp. 34-38.<br />
12. Gupta, Arindam and Kundu, Debashis (2005); op. cit., pp. 750-758.<br />
13. Singh, Prakash (2005); “Indian Banks: maximizing shareholders wealth through<br />
value creation”, Conference Vol. on Research in Finance and Accounting, Indian<br />
Institute of Management, Lucknow, March 17-18.<br />
14. www.nse-india.com.<br />
Table-1: Trends in Spread, Burden and Profitability of ICICI Bank<br />
Year Spread Burden Profitability Relative<br />
Profitability<br />
Amount Change in Amount Change in Amount Change in In<br />
(Rs. bn.) percent (Rs. bn.) percent (Rs. bn.) Percent Percent<br />
2000-01 4.04 - 2.43 - 1.61 - 0.11<br />
2001-02 5.93 46.62 3.35 37.54 2.58 60.34 0.09<br />
2002-03 14.24 140.14 2.18 -34.90 12.06 366.97 0.10<br />
2003-04 18.79 31.93 2.42 10.92 16.37 35.73 0.14<br />
2004-05 28.39 51.11 8.34 253.28 20.05 21.26 0.15<br />
2005-06 41.87 47.48 16.47 92.90 25.40 27.95 0.14<br />
2006-07 66.36 58.48 35.26 114.06 31.10 22.45 0.11<br />
Table-2: Calculating EVA and MVA<br />
Particulars 2001 2002 2003 2004 2005 2006 2007<br />
Average cost of funds (%) 8.03 7.52 8.91 7.10 5.80 5.80 6.60<br />
Interest yield (%) 10.91 9.68 10.21 9.00 8.10 8.00 8.30<br />
NOPAT (Rs. bn.) 2.58 4.80 29.97 21.12 24.34 41.34 93.92<br />
Yield spread (%) 2.88 2.16 1.30 1.90 2.30 2.50 2.3<br />
Total capital employed (Rs. bn.)<br />
(both Tier I and Tier II capital)<br />
14.47 90.12 91.46 94.01 159.03 278.43 338.96<br />
Cost of capital (Rs. bn.) 1.16 6.77 8.15 6.67 9.22 16.15 22.37<br />
No. of shares (in bn.) 0.22 0.22 0.61 0.61 0.74 0.89 0.89<br />
Equity share capital (Rs. bn.) 2.20 2.20 6.13 6.13 7.37 8.90 8.99<br />
Closing market price (Rs.) 165.50 123.90 133.75 296.30 392.80 589.03 853.1<br />
Vidyasagar University Journal of Commerce 75
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
Closing market capitalization 36.41 27.26 81.59 180.74 290.67 524.24 759.26<br />
(Rs. bn.)<br />
Firm Value (Rs. bn.) 48.68 115.18 166.92 268.62 442.33 793.77 759.26<br />
EVA (Rs. bn.) 1.42 -1.97 21.82 14.45 15.12 25.19 71.55<br />
Change in EVA (%) - -238.73 -1207.61 -33.78 4.64 66.61 184.02<br />
MVA (Rs. bn.) 34.21 25.06 75.46 174.61 283.30 515.34 420.30<br />
Change in MVA (%) - -26.75 201.13 131.41 62.25 81.90 -18.44<br />
Table-3: Results from Bi-variate Correlations<br />
Pearson’s MVA EVA MCap CapEmp Rel. Pr. Yield RoNW<br />
MVA 1.000 0.679 0.916 0.918 0.575 -0.874 0.307<br />
Sig. Level . 0.047** 0.002* 0.002* 0.088 0.005* 0.252<br />
(1-tailed)<br />
Kendall's<br />
MVA 1.000 0.714** 0.905* 0.810* 0.551** -0.714** 0.048<br />
Sig. Level . 0.012 0.002 0.005 0.045 0.012 0.440<br />
(1-tailed)<br />
Spearman's<br />
MVA 1.000 0.857* 0.964* 0.929* 0.673** -0.857* 0.143<br />
Sig. Level . 0.007 0.000 0.001 0.049 0.007 0.380<br />
(1-tailed)<br />
N 7 7 7 7 7 7 7<br />
* Correlation is significant at the 0.01 level (1-tailed).<br />
** Correlation is significant at the 0.05 level (1-tailed).<br />
*** Correlation is significant at the 0.10 level (1-tailed).<br />
Table-4: Coefficients of Regression equations<br />
Constant EVA MCap CapEmp Rel. Pr. Yield Ro<br />
NW<br />
MVA 104.18 5.41***<br />
(1.29) (2.07)<br />
42.54 -5.62 1.08**<br />
(1.31) (-2.55) (5.60)<br />
25.18 -5.42 0.90 0.41<br />
(0.46) (-2.15) (1.82) (0.42)<br />
-254.04 -2.47 0.34 1.08 2237.3<br />
(-1.44) (-0.91) (0.65) (1.20) (1.64)<br />
-1761.61 -2.25 -0.15 2.88 5302.15 108.32<br />
(-7.21)<br />
-2528.55<br />
(-)<br />
(-3.72)<br />
-0.62<br />
(-)<br />
(-1.09)<br />
-0.67<br />
(-)<br />
(8.21)<br />
4.10<br />
(-)<br />
(9.18)<br />
6800.75<br />
(-)<br />
(6.25)<br />
160.59<br />
(-)<br />
2.47<br />
(-)<br />
Adj.<br />
R 2<br />
F<br />
0.35 4.27***<br />
0.91 30.71*<br />
0.88 16.30**<br />
0.93 19.76**<br />
1.00 324.69**<br />
1.00 -<br />
76 Vidyasagar University Journal of Commerce
Arindam Gupta, Debashis Kundu<br />
(t-values are provided in parenthesis)<br />
* value is significant at 0.01 level<br />
** value is significant at 0.05 level<br />
*** value is significant at 0.10 level<br />
Table-5: Results from Runs Test<br />
Total<br />
Cases<br />
Number of<br />
Runs<br />
Z (test<br />
statistic)<br />
Monte<br />
Carlo Sig.<br />
(2-tailed)<br />
10% level<br />
MVA EVA MCap CapEmp Rel. Pr. Yield RoNW<br />
7 7 7 7 7 7 7<br />
2 4 2 2 3 2 5<br />
-1.637*** .000 -1.637*** -1.637*** -0.380 -1.637*** 0.06<br />
0.102 1.000 0.102 0.102 0.704 0.102 0.952<br />
[*** significant at 10% level]<br />
Table-6: Estimated trend equations of non-random variables<br />
Trend MVA Mcap<br />
Equation Adj.R 2 D-W Estimated trend<br />
Adj.R 2 D-W Estimated trend<br />
Linear 0.84 2.14 Yt = -116.91 + 83.81 t 0.86 0.86 Yt = -210.20 + 20.41 t<br />
0.89 2.01 ln Yt = 2.75 + 0.53 t 0.94 2.41 ln Yt = 2.68 + 0.58 t<br />
0.87 2.23 ln Yt = 2.37 + 0.79 t – 0.93 2.40 ln Yt = 2.69 + 0.57 t +<br />
0.0032 t 2 0.001 t 2<br />
Trend CapEmp Yield<br />
Equation Adj.R 2 D-W Estimated trend<br />
Adj.R 2 D-W Estimated trend<br />
Linear 0.87 1.16 Yt = -50.17 + 50.63 t 0.79 2.25 Yt = 11.07 – 0.48t<br />
Loglinear<br />
Logquadratic<br />
Loglinear<br />
Logquadratic<br />
0.80 2.15 ln Yt = 2.92 + 0.44 t 0.79 2.25 ln Yt = 11.07 – 0.48 t<br />
0.80 2.22 ln Yt = 2.29 + 0.86 t – 0.80 2.47 ln Yt = 11.80 – 0.96 t<br />
0.0053 t 2 + 0.006t 2<br />
Vidyasagar University Journal of Commerce 77
ENHANCING PR<strong>OF</strong>ITABILITY AND SHAREHOLDER VALUE THROUGH MERGER – A CASE STUDY <strong>OF</strong> ICICI BANK<br />
Table-7: Coefficients of Regression equations [Dependent variable: Residual MVA]<br />
(considering trend effect in selected variables)<br />
Res.<br />
MVA<br />
Cons<br />
tant<br />
0.09<br />
(0.48)<br />
0.08<br />
(0.88)<br />
0.06<br />
(0.64)<br />
-0.69<br />
(-1.69)<br />
1.73<br />
(4.62)<br />
EVA<br />
-0.004<br />
(-0.63)<br />
-0.004<br />
(-1.29)<br />
-0.003<br />
(-0.94)<br />
-0.004<br />
(-1.7)<br />
-<br />
0.03***<br />
(-7.79)<br />
Res.<br />
MCap<br />
1.19*<br />
(4.73)<br />
1.08**<br />
(3.18)<br />
0.91***<br />
(3.40)<br />
1.73**<br />
(12.73)<br />
Res.<br />
CapEmp<br />
-0.001<br />
(-0.58)<br />
-0.0005<br />
(0.24)<br />
-0.003<br />
(-4.37)<br />
Rel.<br />
Pr.<br />
6.55<br />
(1.88)<br />
-18.82<br />
(-4.85)<br />
Res.<br />
Yield<br />
-0.0001***<br />
(-6.65)<br />
Ro<br />
NW<br />
Adj.<br />
R 2<br />
F<br />
-0.11 0.39<br />
0.79 12.20**<br />
0.75 6.90***<br />
0.86 10.41***<br />
0.99 197.19**<br />
1.06 -0.02 1.50 -0.002 -11.61 -0.0001 -0.003 1.00 -<br />
(-) (-) (-) (-) (-) (-) (-)<br />
[Res. = residual]<br />
(t-values are provided in parenthesis)<br />
*significant at 1% level **significant at 5% level ***significant at 10% level<br />
Table-8: Coefficients of Regression equation [Dependent variable: EVA]<br />
(considering trend effect in selected variables)<br />
Constant Res. Rel. Pr. Res. RoNW Adj. R 2 F<br />
CapEmp<br />
Yield<br />
EVA 73.55 -0.18 -791.84 -0.005*** 0.004 0.69 4.26<br />
(1.43) (-0.73) (-1.50) (-3.67) (1.00)<br />
[Res. = residual]<br />
(t-values are provided in parenthesis)<br />
***significant at 10% level<br />
Table-9: Coefficients of Regression equation [Dependent variable: Rel. Pr.]<br />
(considering trend effect in selected variables)<br />
Constant EVA Res. Res. RoNW Adj. R 2 F<br />
CapEmp Yield<br />
Rel. 0.09* -0.0007 -0.0003 -0.00005 0.0004 0.70 4.57<br />
Pr. (9.53) (-1.50) (-2.00) (-2.29) (0.58)<br />
[Res. = residual]<br />
(t-values are provided in parenthesis)<br />
*significant at 1% level<br />
78 Vidyasagar University Journal of Commerce
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
CORPORATE RESTRUCTURING THROUGH MERGERS AND<br />
ACQUISITIONS: A CASE STUDY<br />
Debdas Rakshit∗<br />
Chanchal Chatterjee**<br />
ABSTRACT<br />
With the rapid expansion of Liberalization, Privatization and Globalization (LPG) in<br />
global economy, mergers and acquisitions have become an important and effective vehicle<br />
of corporate restructuring. Mergers and Acquisitions aim at achieving optimum utilization<br />
of all available resources, accelerating the company’s growth with the help of removing<br />
the problem of paucity of resources including human resources, winning over competitive<br />
forces, achieving economies of scale, expanding sales volume, increasing the operational<br />
efficiency, achieving synergies, forming formidable human resource base, obtaining tax<br />
benefits with the help of proper tax planning, diversifying the business risk, installing an<br />
integrated research platform, reducing competition in the market, removing sickness,<br />
achieving savings in administrative costs and ultimately enhancing the value of the firm. In<br />
this backdrop, the present paper seeks to explain how a company restructures its business<br />
through mergers and acquisitions. A case study is also presented here to examine the<br />
efficiency of strategic decision taken by ICICI Bank, a leading private bank in India, in<br />
ensuring its overall value creation.<br />
Introduction<br />
With the rapid expansion of Liberalization, Privatization and Globalization (LPG) in world<br />
economy, Merger and Acquisition has become an important and effective vehicle of<br />
corporate restructuring in several sectors of the economy including the banking sector.<br />
Banking sector is the most vital sector of the economy and the construction as well as<br />
expansion of this sector contribute significantly towards the development of the economy of<br />
any nation. The strategy of merger and acquisition is also prevalent in this banking sector<br />
around the world. Companies pursue this strategy of corporate restructuring with a view to<br />
achieve multidimensional benefits arising from such strategy like –<br />
(1) Accelerating the company’s growth with the help of removing the problem of paucity of<br />
resources, (2) Enhancing the economics of scale, expanding sales volume, increasing the<br />
∗ Senior Lecturer in Commerce, University of Burdwan, Golapbag, Burdwan,Pin-713104,<br />
e-mail: debdas_rakshit@yahoo.co.in.,<br />
**Lecturer in Accounting and Finance,St. Xavier’s College (Autonomous), Kolkata,<br />
e-mail: chanchal_chatterjee2007@yahoo.co.in.
CORPORATE RESTRUCTURING THROUGH MERGERS AND ACQUISITIONS: A CASE STUDY<br />
operational efficiency etc. (3) Achieving synergistic benefits, (4) Obtaining several forms of<br />
tax benefits available under the Income Tax Act 1961 with the help of proper tax planning,<br />
(5) Diversifying the business risk with the help of merger between unrelated firms and<br />
thereby reducing or eliminating the fluctuation of income due to seasonal or economic cycles<br />
and consequently stabilizing the income flow, (6) Reducing competition in the market and<br />
capturing the most significant part of the market and above all (7)Enhancing the value of the<br />
firm and ensuring the long run survival, existence and growth of the enterprise in this everchanging,<br />
competitive and dynamic business world.<br />
In India, the fever of mergers and acquisitions took place after the declaration of the New<br />
Economic policy in 1991 where Indian economy was made free from unnecessary<br />
bureaucratic control of the Government. Private sector participation was allowed to welcome<br />
the tide of industrialization by following the strategy of LPG in order to integrate the Indian<br />
economy with the world economy. In such a changing scenario, several banking institutions<br />
started restructuring themselves by resorting to the strategy of mergers and acquisitions. For<br />
instance, there have been 34 merger deals in Indian banking industry from 1969 (i.e., the<br />
year of starting the bank nationalization) to 2004. [See Annexure for details].<br />
In this backdrop, the present study has been conducted with reference to ICICI Bank Ltd.,<br />
which was merged with the Bank of Madura on 10 th March 2001. This study basically aims<br />
at evaluating the performance of this bank before and after the merger with the help of some<br />
ratios and also by utilizing the technique of profitability measurement under the traditional<br />
and modern concept. There are many systems of traditional performance measurement, such<br />
as Net Profit Margin, Operating Profit Margin, Earning Per Share, Return on Investment<br />
(ROI) etc.. In this study, ROI and EPS have been used for measuring performance under the<br />
traditional system. However, ROI is the best among all the traditional performance<br />
measurement vehicles since it considers the four major dimensions of performance<br />
measurement viz, Profitability, Liquidity, Capital Structure and Turnover position. Under the<br />
modern approach, performance has been measured with the help of Economic Value Added<br />
(EVA) which is a modern technique and is claimed to be a much more clear indicator of<br />
corporate surplus. EVA is generally defined as any profit earned over and above the cost of<br />
capital. Some ratios used here for measuring performance are Return on Assets (ROA),<br />
Return on Net Worth (RONW), Net Profit to Total Funds, Interest Income / Total Funds etc.<br />
This article has been designed into eight sections. Section II provides a brief picture of the<br />
company’s profile. Section III highlights the objectives of the study. The review of relevant<br />
literatures has been shown in Section IV. Section V deals with the Database and<br />
Methodology used in this study. Section VI has been devoted to the making of SWOT<br />
analysis of the banks. Major computations and findings have been shown in Section VII and<br />
finally Section VIII spells out the overall conclusion of the study.<br />
Company Profile<br />
ICICI Bank is a commercial bank promoted by ICICI Ltd., an Indian Financial Institution. It<br />
is the second largest bank in India, having 562 branches and extension counters across India<br />
and 1910 ATMs.<br />
80 Vidyasagar University Journal of Commerce
Debdas Rakshit, Chanchal Chatterjee<br />
The bank offers a wide spectrum of domestic and international services to facilitate trade,<br />
investment banking insurance, venture capital, asset management, cross border business &<br />
treasury and foreign exchange services besides providing a full range of deposit and<br />
ancillary services for both individuals and corporates through various delivery channels and<br />
specialized subsidiaries. Its branches are fully computerized with the state of art technology<br />
and systems, networked through VSAT technology. The bank is connected to the SWIFT<br />
International network. The bank has 14 subsidiaries across India and other countries like<br />
U.K., Canada and Russia.<br />
The bank has gained favourable acceptance from its customers for its initiatives in businessto-business<br />
and business-to-customer solution. The bank has introduced the concept of<br />
mobile ATMs in the remote rural areas. In 2000-01, the Bank of Madura (BOM) got merged<br />
with ICICI Bank. With this merger, the ICICI Bank has become one of the largest private<br />
sector banks in India.<br />
In the wholesale banking segment, the bank has achieved a significant milestone in the<br />
market making activity by expanding the product suited to include foreign exchange options<br />
against Indian Rupee as RBI allowed them to be traded w.e.f. 07.07.2003. The bank has<br />
emerged as one of the largest market – makers in merchant as well as inter-bank markets for<br />
this product.<br />
Objectives<br />
The study has been conducted with the following two main objectives:<br />
1. To evaluate the pre-merger and post merger performance of the concerned bank and<br />
2. To evaluate the effectiveness of such merger, i.e. whether this strategy of corporate<br />
restructuring has become successful or not.<br />
Review of Literature<br />
Various studies have been conducted from time to time regarding bank-mergers throughout<br />
the globe. A brief explanation regarding some of such studies is shown in the following<br />
paragraphs:<br />
Bae and Aldrich examined eight mega-mergers of equals in the banking industry during the<br />
1987-1996 period to ascertain whether a merger of equal banks is a viable alternative in<br />
improving bank’s performance and is beneficial to shareholders. Their analysis showed that<br />
only three out of eight mergers of equal banks were viewed as successful, and previous<br />
mergers of equals have not been overwhelming successes. Olson and Pagano conducted a<br />
study, which attempted to study the mergers of publicly traded bank holding companies<br />
during 1987-1997. They have concluded that the acquiring firm’s sustainable growth rate is<br />
an important determinant of the cross-sectional variation in the merged entity’s long-term<br />
operating and stock performance. Cornett and Mc Nutt made a study to examine the<br />
operating performance around commercial bank mergers. Their study revealed that industry<br />
adjusted operating performance of merged banks increases significantly after the merger.<br />
They have also concluded that the large bank mergers produce greater performance gains<br />
Vidyasagar University Journal of Commerce 81
CORPORATE RESTRUCTURING THROUGH MERGERS AND ACQUISITIONS: A CASE STUDY<br />
than small bank mergers. Pilloff and Santomero undertook a study on bank mergers and<br />
they observed a little evidence of bank mergers obtaining efficiency gains or other related<br />
performance or wealth enhancing gains. In another study conducted by Cornett and<br />
Tehranian (1992), some superior post merger performance was registered. This study was<br />
conducted on 30 bank acquisitions for the period from 1982 to 1987 including increased<br />
cash flows on assets, enhanced employee productivity and asset worth. Kwan and Eisenbeis<br />
(1999) analyzed bank consolidations between 1989 and 1996 in their study. The have<br />
reported mixed evidence of efficiency as well as performance effects. Schenk examined the<br />
performance of mergers in banking institutions with the help of ex-ante and ex-post data. He<br />
concluded that mergers among large banks and takeover of small banks by large banks are in<br />
a position to create positive returns for shareholders.<br />
Date base and Methodology<br />
The present study has been conducted on ICICI Bank Ltd. This study is mostly based on the<br />
financial data procured from secondary sources. Several reliable and authentic authorities,<br />
books, corporate financial reporting and articles have been consulted for collecting data.<br />
Moreover, “CAPITALINE 2000” database package has also been used for procuring<br />
financial data used in this study. This study has covered a period of 10 years from 1995-96<br />
to 2004-05. The first five-year period (1995-96 to 1999-2000) corresponds to the pre-merger<br />
period and the next five-year period (2000-01 to 2004-05) is related to the post-merger<br />
period.<br />
In this study, EVA is calculated with the help of the following formula:<br />
EVA=NOPAT – WACC * (CE),<br />
where NOPAT denotes Net Operating Profit After Tax,<br />
WACC represents Weighted Average Cost of Capital, and<br />
CE stands for Capital Employed.<br />
Cost of equity and cost of debt have been calculated for computing WACC. Following the<br />
Stern- Stewart recommendation, cost of equity has been derived under the CAPM model.<br />
According to CAPM, K e =R f +ß (R m -R f ),<br />
where R f = Risk free rate of return.<br />
R m = Market return, and<br />
K e = Cost of equity.<br />
In the present study, 10-year treasury gold bond rate has been taken as risk free rate, which is<br />
9%. For eliminating volatility of market return, long-term market return has been considered<br />
here. For computing market return, J.R. Verma Committee used data for the period 1.7.1990<br />
to 31.06.1998, which model has been considered in this study. Mallik and Rakshit (2005)<br />
conducted a study to compute market return. They have calculated annualized daily return<br />
(%), annualized weekly return (%), annualized monthly return (%) and yearly return. They<br />
have noticed wide fluctuation in all types of returns, which are caused mainly due to<br />
82 Vidyasagar University Journal of Commerce
Debdas Rakshit, Chanchal Chatterjee<br />
volatility of share prices. Since, market return in different years had been highly volatile, the<br />
same could not be used as reference return for deriving cost of equity. Hence, a company<br />
should take a long run view while determining cost of equity under CAPM. In this study, for<br />
computing market return, we have calculated market return from 01.04.1991 to 31.03.2005,<br />
then averaged and result is 24.16%.<br />
Beta (ß) is the slope of regression line. It is used as risk indicator and is calculated as:<br />
ß im = cov im / δ 2 m,<br />
where cov im denotes covariance of return of individual share with index return and δ 2 m is<br />
the variance of market return. In our study, for computing beta, we have considered market<br />
return and share price return form 14.09.1997 to 31.03.2005 and the result is 0.40. SWOT<br />
analysis for both the banks has been made with a view to identify the Strengths, Weaknesses,<br />
Opportunities and Threats of the banks and also to search the reasons behind such strategy of<br />
corporate restructuring.<br />
The definitions of the ratios used for measuring performance of the company are as follows:<br />
Return on Assets (ROA): It implies the net income as a percentage of average total assets.<br />
Return on Net worth (RONW): It is the net income as a percentage of net worth.<br />
Net profit Margin (NPM): It is computed as Net profit before interest but after taxes divided<br />
by the total revenue.<br />
Interest income to Total Funds: Calculated as interest income divided by total funds i.e.<br />
interest income as a percentage of total funds.<br />
Interest Expended to Total Funds: Computed as amount of interest expended divided by total<br />
funds.<br />
Cash / Deposit: This is the amount of cash as a percentage of deposits.<br />
SWOT Analysis<br />
With a view to realize the philosophy behind that merger, SWOT analysis has been<br />
undertaken which may be expected to provide comprehensive picture of the reasons behind<br />
this strategy of corporate restructuring. This analysis has been made separately on both the<br />
banks under study, which is pointed out below one by one.<br />
SWOT Analysis- ICICI Bank<br />
Strengths:<br />
i) The bank is growing at a faster rate compared to the industry growth rate,<br />
ii) Getting the advantage of the reputed brand, ICICI,<br />
iii) Based on excellent modern technology and providing distinct competitive edge,<br />
iv) Good services to customers with largest number ATMs in the country.<br />
v) Orientation towards excellent services with latest technology based infrastructure,<br />
having Internet Banking Service in India for the first time,<br />
vi) Reservoir of good human resources and diversified lines of portfolio.<br />
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CORPORATE RESTRUCTURING THROUGH MERGERS AND ACQUISITIONS: A CASE STUDY<br />
Weaknesses:<br />
i) The proportion of operational expenditures to total revenue is high compared to other<br />
banks in the private sector,<br />
ii) Low spread operation and high cost of funds in comparison with competitors,<br />
iii) New bank; so lack of adequate experience in that field,<br />
iv) Lack of strong presence in several states.<br />
Opportunities:<br />
i) Possibility of tapping the potential market of the western region, which is claimed as the<br />
leader in banking business,<br />
ii) Liberalization of the capital account may be expected to generate effective seeds of<br />
opportunities,<br />
iii) Technology - based infrastructure facilitates in reducing costs, reducing HR requirement<br />
and bringing higher efficiency.<br />
Threats:<br />
i) As per the legal requirements, Indian banks are required to lend a substantial portion of<br />
funds to the priority sectors, and about half of such loans remains uncollected (default),<br />
ii) Huge competitions from multinational banks due to globalization,<br />
iii) Competitive pressure on lending as well as borrowing activities, which results in<br />
lowering the spreads for banks. Efficient fund management may play a vital role here to<br />
maximize such spreads.<br />
SWOT Analysis- Bank of Madura<br />
Strengths:<br />
i) Highly networked bank with adequately staffed.<br />
ii) Long (57 Years) experience as a profit-making bank with a huge customer base of 1.2<br />
million.<br />
iii) One of the lowest costs of deposits facility in India with an efficient Cash Management<br />
System.<br />
iv) Linkage with foreign banks in providing correspondent banking services.<br />
Weaknesses:<br />
i) Declining trend in profitability,<br />
ii) Lack of technology - based infrastructure; Only 43% of branches computerized,<br />
iii) A major part (80%) of incomes generated from computerized branches only,<br />
iv) Very old private sector bank with lack of diversified product portfolio,<br />
v) Bank’s client base is mainly retail client base.<br />
Opportunities:<br />
i) Capital account convertibility may generate good opportunities,<br />
ii) Opportunity of opening new centers in foreign markets.<br />
Threats:<br />
i) Tough competitions from globalized multinational banks,<br />
ii) Difficulty and pressure in conducting banking activities (lending & borrowing) resulting<br />
in reduction of spreads for banks.<br />
84 Vidyasagar University Journal of Commerce
Debdas Rakshit, Chanchal Chatterjee<br />
From the above analysis, the most worth mentioning point is that, there are some areas<br />
where ICICI Bank has some weaknesses but Bank of Madura has strengths over such areas.<br />
For instance, ICICI Bank lacks adequate experience in banking business but the other one<br />
(i.e., Bank of Madura) has long experience (over 57 years) in this field. High cost of funds is<br />
the most significant weakness of ICICI Bank while Bank of Madura was enjoying the<br />
strength arising out of the lowest cost of deposits around the country with the help of<br />
efficient cash management system. On the other side of the coin, Bank of Madura has<br />
limitations over some segments but ICICI Bank enjoys strengths on such segments. For<br />
example, Bank of Madura was suffering from the severe problem of declining trend in<br />
profitability but ICICI Bank is growing at a faster rate compared to the industry growth rate<br />
with excellent profitability. Secondly, Bank of Madura lacked adequate and modern<br />
technology based infrastructure. On the other hand, ICICI Bank has adopted excellent,<br />
modern and updated technology and is providing distinct competitive edge and excellent<br />
customer services. Moreover, Bank of Madura did not have diversified lines of product<br />
portfolio, while ICICI Bank has such quality (i.e., diversified lines of portfolio). Hence, the<br />
weaknesses of one bank can be set off against the strengths of the other bank and thereby the<br />
total value of the merged enterprise can be enhanced with the help of the strategy of<br />
corporate restructuring through merger. ICICI Bank has adopted this strategy of corporate<br />
restructuring for achieving such benefits.<br />
Computations and Major Findings<br />
Table- 1:<br />
Financial Year Earning Per ROI EVA (Rs in crore)<br />
Share (EPS) (Rs.) (%)<br />
1995-1996 1.10 6.65 -4.57<br />
1996-1997 2.68 8.80 44.18<br />
1997-1998 2.95 7.20 62.28<br />
1998-1999 3.72 6.92 146.08<br />
1999-2000 5.21 6.17 124.84<br />
2000-2001 7.96 4.91 201.90<br />
2001-2002 11.52 1.94 -1645.00<br />
2002-2003 18.73 4.37 -141.83<br />
2003-2004 25.43 4.56 568.84<br />
2004-2005 25.99 3.77 532.97<br />
From the above table, it is evident that, there is a continuous increasing trend in earnings per<br />
share of the company. The average EPS of the post-merger period is Rs 17.73, which is<br />
almost 6 times of the average EPS corresponding to the pre-merger period (Rs 3.13). Hence,<br />
if EPS is taken as a measure of profitability of the bank then the study has registered a<br />
continuous improving trend in corporate profitability. However, the average ROI of the postmerger<br />
period (3.97%) is almost half of the average ROI of the pre-merger period (7.15%).<br />
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CORPORATE RESTRUCTURING THROUGH MERGERS AND ACQUISITIONS: A CASE STUDY<br />
So, a decreasing trend in corporate profitability is evident so far as ROI is concerned. The<br />
reason behind this type of opposite image in corporate profitability can be identified by<br />
studying the position of capital structure of the company during the period under study,<br />
which is as follows:<br />
Table – 2 :<br />
(All figures are in Crores)<br />
Sources of 2004-05 2003-04 2002-03 2001-02 2000-01 1999- 1998-99 1997-98 1996-97 1995-96<br />
funds<br />
2000<br />
Capital 1086.76 966.4 962.66 962.55 196.82 196.82 165 165 150 150<br />
Reserves & 11813.2 7394.16 6320.65 5632.41 1092.26 952.69 143.33 101.75 31.88 6.75<br />
surplus<br />
Deposits 99818.77 68108.58 48169.31 32085.11 16378.21 9866.02 6072.94 2629.02 1347.6 727.94<br />
Borrowings 33544.5 30740.24 33178.53 48681.21 1032.79 491.47 199.89 192.23 92.99 210.95<br />
Other 22172.11 18940.17 19129.12 17598.18 1036.51 565.63 400.52 191.43 159.4 61.62<br />
Liabilities &<br />
Provisions<br />
Capital 168435.34 126149.55 107760.27 104959.46 19736.59 12072.63 6981.68 3279.43 1781.87 1157.26<br />
Employed<br />
The above scenario indicates that the amount of Capital Employed has increased rapidly<br />
over the study period but the concerned bank failed to utilize its assets properly. So the<br />
improper utilization of company’s assets may be responsible for lowering the ROI over the<br />
study period. Hence, even if the profitability of the company has amazingly been improved<br />
in the post-merger period from shareholder’s point of view, the overall performance ability<br />
measured in terms of ROI has been declined considerably after the merger. The modern<br />
concept of measuring corporate surplus (i.e., EVA) is also supporting this argument.<br />
In the case of EVA is also found a rapid declining trend in corporate surplus. The average<br />
EVA of the pre-merger period was Rs.74.56 crores (approx) whereas the average EVA of<br />
the post-merger period is Rs. (–) 97 crorers. It is the indication of the deterioration of<br />
corporate surplus during the study period. In this context, the most worth-mentioning point is<br />
that, under traditional concept of profitability measures, EPS and ROI have shown positive<br />
profits during the year, 1995-96, 2001-02 and 2002-03. But in these years corporate value<br />
has been deteriorated indicating negative EVA values as per the modern concept of<br />
profitability measurement. Hence, a question may be raised regarding the suitability of the<br />
techniques used for measuring Corporate Performance.<br />
86 Vidyasagar University Journal of Commerce
Year<br />
ROA<br />
(%)<br />
RONW<br />
(%)<br />
Debdas Rakshit, Chanchal Chatterjee<br />
N.P/Total<br />
funds<br />
(%)<br />
Table-3:<br />
Interest to<br />
Total funds<br />
(%)<br />
Cash/Deposit<br />
(%)<br />
Interest<br />
expended/<br />
Total funds<br />
1995-1996 0.00 6.48 2.05 14.39 19.27 10.52<br />
1996-1997 2.73 23.7 2.73 12.43 12.27 7.97<br />
1997-1998 1.53 22.39 1.98 10.26 11.58 7.38<br />
1998-1999 0.91 22.04 1.23 10.60 8.92 8.29<br />
1999-2000 0.87 14.45 1.11 8.95 7.45 7.00<br />
2000-2001 0.82 13.21 1.01 7.81 7.44 5.27<br />
2001-2002 0.67 7.23 0.42 3.47 6.20 2.50<br />
2002-2003 1.13 18.87 1.14 8.84 8.30 7.50<br />
2003-2004 1.31 21.91 1.40 7.70 8.85 6.00<br />
2004-2005 1.59 19.51 1.36 6.39 7.00 4.46<br />
From the above table, it is evident that the average ROA of the post-merger period (1.10%)<br />
is lower than that of the pre-merger period (1.21%). Similar type of picture has been found<br />
for other three ratios also. The average RONW (16.5%), average Net Profit to Total Funds<br />
(1.07%) and average Interest to Total Funds (6.84%) of the post-merger period are lower<br />
than that of the pre-merger period (17.81%, 1.82% and 11.33% respectively). This is an<br />
indication of the bank’s inability in improving its overall performance after merger.<br />
Compared to the pre-merger period, the extensively lower average values of ROA, NP to<br />
Total Funds, and Interest to Total Funds in the post-merger period indicate the company’s<br />
inability regarding proper utilization of assets or funds as was reflected by ROI also. Hence,<br />
to improve the overall performance of the company, due attention should be given by the top<br />
management in this sensitive area. However, so far as the case of Interest Expended to Total<br />
Funds ratio is concerned, the company has registered significant improvement in managing<br />
its operational activities in cost angle. This is so because the average of this ratio<br />
corresponding to the post-merger period (5.15) has been reduced considerably compared to<br />
the pre- merger period (8.23). This is nothing but the indication of the enhancement of<br />
operational efficiency of the company after the merger. Moreover, the average of<br />
Cash/Deposit ratio (%) in the pre-merger period was 11.90%. But it has been reduced to the<br />
level of 7.56% in the post- merger period. It reflects the efficiency of cash management of<br />
the concerned bank after the merger. The reason behind that can be well-understood by<br />
observing the investment pattern of the company during the study period. The investment<br />
scenario of the company was as follows:<br />
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CORPORATE RESTRUCTURING THROUGH MERGERS AND ACQUISITIONS: A CASE STUDY<br />
Table-4 :<br />
(Investment figures in different years are in Rs. crores)<br />
04-05 03-04 02-03 01-02 00-01 99-00 98-99 97-98 96-97 95-96<br />
50487 42742 5462.3 35891 8186.7 4416.7 2861.2 1023.4 435.4 262.8<br />
From the above table, it is seen that the average investment of the post-merger period<br />
(Rs.34554 crores) is almost 19 times higher than that of the average investment<br />
corresponding to the pre-merger period (Rs.1799.88 crores). This implies that the company<br />
is increasing its investment and at the same time it is enjoying the benefit of liquidity<br />
through the system of E-BANKING and that is why it has been able to reduce its<br />
unnecessary cash holding with the help of efficient cash management system. In a nutshell, it<br />
is the indication of the efficiency of operational activities of the company under study.<br />
Conclusion<br />
The present study basically aimed at evaluating the effectiveness as well as success of the<br />
strategy of corporate restructuring through merger. From the overall study, it has been found<br />
that the ICICI Bank could not obtain the fruit of such strategy of corporate restructuring<br />
immediately after the merger because, its actual value as indicated by EVA had been<br />
deteriorated (EVAs were negative in the years 2001-02 and 2002-03). This was actually<br />
nothing but the consequence of improper asset management by the company. However, after<br />
these two years, the company has become successful in achieving its objectives of merger<br />
and reported positive values of corporate surplus (EVA). More specifically, from our study it<br />
is evident that, ICICI Bank reported highly negative EVA (Rs. -1645 crore) in the year<br />
immediately after the year of merger, which is nothing but the indication of the deterioration<br />
of corporate surplus. However, in the next year, the company reduced the quantum of<br />
negative EVA (Rs. -141.83 crore) and thereafter the company registered positive value of<br />
EVA (Rs.568.84 crore in 2003-04 and Rs. 532.97 crore in 2004-05). This indicates that the<br />
ICICI Bank has started obtaining the fruits of its strategy of corporate restructuring and at<br />
the same time it may also be expected that the company will be successful in obtaining the<br />
benefits of this strategy and ultimately the company will be able to cerate value in near<br />
future. Moreover, from this study, it would be unwise to draw any generalized inference<br />
regarding the overall success of this strategy of corporate restructuring that demands a broad<br />
based research study.<br />
88 Vidyasagar University Journal of Commerce
Debdas Rakshit, Chanchal Chatterjee<br />
References<br />
1. Sung, C. and Bae. Herb, S. Aldrich, “Mergers of equals in the US Banking Industry: A<br />
Performance analysis”,(Source: www.kif.re.kr/ps/jjkwon/link),<br />
2. Gerard T. Olson. and Michael, S. Pagano, “ The Long-term impact of Bank mergers on<br />
sustainable growth and shareholders Return”<br />
(Source: http://207.36.165.114/denever/papers/bank20% merger % paper% 2009),<br />
3. Cornett, M.C. and Nutt, John: “ Performance changes around Bank mergers: revenue<br />
Enhancements versus cost Reductions” (Source: http://economics.sbs.ohiostate.edu/jmcb/),<br />
4. Schenk, H., “ On the performance of Banking Mergers- Some Propositions and Policy<br />
Implications” (source: www.intech.unu-edu/research/post_research/2004-2005),<br />
5. Pilloff, S.J. ,1996, “Performance Changes and Shareholders Wealth Creation Associated<br />
with mergers of Publicly Traded Banking Institutions”, Journal of Money, Credit, and<br />
Banking 28 (August), Pp. 194-310,<br />
6. Mallik, A, Rakshit, D,“ EVA based Segmental Reporting: A Case Study”, Research<br />
Bulletin, ICWAI, Vol. XXVI, January 2005, Pp. 12-27.<br />
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CORPORATE RESTRUCTURING THROUGH MERGERS AND ACQUISITIONS: A CASE STUDY<br />
Annexure: I<br />
Sl.<br />
No.<br />
Merging Banks / NBFCs Merged with Year<br />
1 Bank of Behar State Bank of India 1969<br />
2 National bank of Lahore State Bank of India 1970<br />
3 Eastern Bank Ltd. Chartered Bank 1971<br />
4 Krishnaram Baldeo Bank Ltd. State Bank of India 1974<br />
5 Lakshmi Commercial Bank Ltd. Canara Bank 1985<br />
6 Bank of Cochin Ltd. State Bank of India 1985<br />
7 Miraj State Bank Ltd. Union Bank of India 1985<br />
8 HindustanCommercial Bank Ltd. Punjab National Bank 1986<br />
9 Traders bank Ltd. Bank of Baroda 1988<br />
10 United Industrial Bank Ltd. Allahabad Bank 1990<br />
11 Bank of Tamilnadu Indian Overseas Bank 1990<br />
12 Bank of Thanjavur Indian Bank 1990<br />
13 Parur Cntral Bank Ltd. Bank of India 1990<br />
14 Purbanchal Bank Central Bank of India 1991<br />
15 New Bank of India Punjab National Bank 1994<br />
16 Bank of Karad Ltd. Bank of India 1994<br />
17 Hasinath Seth Bank State Bank of India 1996<br />
18 SCICI ICICI Ltd 1996<br />
19 ITC Classic Finance ICICI Ltd 1997<br />
20 Bari Doab Bank Oriental Bank of Commerce 1997<br />
21 Punjab Cooperative Bank Oriental Bank of Commerce 1997<br />
22 Anagram Finance Ltd. ICICI Ltd 1998<br />
23 20 th Century finance Corporation Centurion Bank 1999<br />
24 Bareilly Corporation Bank Bank of Baroda 1999<br />
25 British bank of Middle East HSBC 1999<br />
26 Sikkim Bank Ltd. Union Bank of India 1999<br />
27 Times Bank HDFC Bank 2000<br />
28 Bank of Madura ICICI Bank 2001<br />
29 ICICI Ltd. ICICI Bank 2002<br />
30 Benaras State Bank Bank of Baroda 2002<br />
31 Nedungali Bank Punjab National Bank 2003<br />
32 South Gujrat Local Area bank Bank of Baroda 2004<br />
33 Bank of Muscat SAOG Centurion bank 2004<br />
34 Global trust Bank Oriental Bank of Commerce 2004<br />
90 Vidyasagar University Journal of Commerce
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
WTO AND INDIA: TIME FOR RENAISSANCE <strong>OF</strong> THE FARM SECTOR<br />
Vijay Kumar Mishra *<br />
ABSTRACT<br />
Indian farm sector and Indian economy complement each other in growth. To<br />
understand Indian economy, it is necessary to understand the farm sector. Indian farm<br />
sector was once the pride of the nation and is now in a languishing state. The farm<br />
sector reached its peak in the last century and the glorious era earned sobriquet of<br />
“Green Revolution”. Last decade is known for introducing eminent changes in the<br />
economy which were the economic reforms of 1991 and joining of the WTO. The<br />
reforms were responsible for creating an era of liberalized economic policy regime<br />
which has played a decisive role in changing the performance of the industry and<br />
services sector but no eminent change has been created in the farm sector. The WTO<br />
agreements are promoting free and fair trade among the member nations by way of<br />
removal of obstacles in trade. Indian farm sector, after the last decade’s policy<br />
changes, is in a crucial juncture. The criticality of this sector could be more illustrious<br />
with the fact that even after sixty years of independence the population dependence<br />
on farm sector has very marginally declined but its share in the GDP has significantly<br />
declined. The farm sector at this juncture is facing the issues of low production and<br />
low productivity which have not improved after the reforms and the external<br />
environmental change in post-WTO regime. This paper tries to analyze the issues of<br />
concerns and care required for making renaissance of the farm sector.<br />
Introduction<br />
Indian economy has travelled a long journey. The journey is full of ups and downs and twists<br />
and turns. Indian economy and Indian democracy have successfully completed sixty years.<br />
The two very significant years for the country are 1947 when the country got political<br />
freedom and 1991 when the economy got liberation from the controls and regulations of the<br />
government. The post – 1991 era or the post – reform era, as is commonly known, has<br />
created eminent changes in the economy. These changes have crated a new economic<br />
environment in the country. The new environment has been positively received by different<br />
sectors of the economy. This is being reflected in the growth figures. The GDP has grown by<br />
9.4 % in 2006-07 and is again expected to grow approximately at the same pace in 2007-08.<br />
The main growth drivers of the 9 % plus GDP growth are industry and service sectors. The<br />
∗ Research Scholar, Department of Economics, MGKVP, Varanasi,<br />
e-mail: vijjaymi@rediffmail.com
Vijay Kumar Mishra<br />
farm sector, on the other hand, has not reacted positively to the changes in the economic<br />
environment and actually its performance has declined.<br />
Farming is the soul of Indian economy. Its status-quo has still not changed. Farming is a source<br />
of supply of raw material to some of the farm – based industries besides the supply of basic<br />
necessities of life i.e. food. Even after sixty years of independence, this sector has significantly<br />
larger proportion of population dependent on it. During the last decade, the economy has also<br />
shifted its approach from state domination to a liberal economy. The impact of this shift is<br />
eminently visible. Farming has not actually gained with the economic reform process. The<br />
reforms are about to complete two decades of its inception but no eminent impact is visible on<br />
the farm sector and the deceleration of its performance continues.<br />
The farm sector is in a critical situation in the post-reform era. The post-reform era is also<br />
known for another significant policy decision and it was the country’s decision to join World<br />
Trade Organization (WTO). The organization has been formed to promote free and fair trade<br />
among member nations by way of removal of obstacles to trade. The objective behind this<br />
formation was to encourage growth of world trade in goods and services. The post-reform<br />
era is witnessing a crucial situation for the farm sector and with the WTO’s agreement on<br />
agriculture the farm sector would be exposed to added challenges. The internal problems of<br />
farming are less production and low productivity and at the same time, the farm sector will<br />
now have to operate in an environment of external challenge in terms of overseas<br />
competition in the post-WTO era. The ground reality is that Indian farm sector is now placed<br />
at a position to face challenges and in terms of competencies, this sector is not competent<br />
enough to face the competition.<br />
Indian Farm Sector – A Macro Determinant<br />
The economic growth of a country is associated with the industrialization of the economy.<br />
Due to this rationality more and more efforts and resources have been directed towards<br />
industrialization during the last few decades. The outcome is visible in terms of explosive<br />
growth of the industrial sector. In the last fiscal year (2006-07) it was the driving factor for a<br />
booming 9.4 % GDP growth. In the year 2006-07, the industrial sector has grown by 10.9 %<br />
and services have grown by 11.0 %, and farming by a mere 2.7 %. The farm sector is very<br />
vital for the economy as it is the biggest employer in the country but its growth is not<br />
encouraging. Farm sector’s progress is a pre-requisite for the overall growth and<br />
development of the economy. Keeping this in view, we can understand that farm sector’s<br />
growth is an essential part of the overall economic growth of the country. The dependency<br />
burden of approximately 60 % of population on it also highlights another significant fact that<br />
if the farm sector grows and prospers, it can provide an impetus to the growth and<br />
development of the overall economy and if this sector underperforms, other sectors may be<br />
adversely affected consequently.<br />
Indian farm sector is playing a significant role as an employment provider and also (though<br />
less significant) as a source of contributor to the GDP. The sector is also vital for industrial<br />
growth. It provides raw materials for farm-based industries and simultaneously is also as a<br />
consumer of industrial products. The farm and industry have a well defined complementary<br />
92 Vidyasagar University Journal of Commerce
WTO AND INDIA: TIME FOR RENAISSANCE <strong>OF</strong> THE FARM SECTOR<br />
relationship. This theoretical concept has not worked out well in Indian economy, where one<br />
sector’s (industry) growth is on a continuous acceleration and the other sector’s (farm)<br />
growth is on a continuous deceleration. Hence, the mutual dependence has not proved<br />
prolific in the last few years. Indian farm sector is also playing a significant role in the<br />
international trade. The export of farm products constitutes a significant portion of the total<br />
exports. In percentage terms, agricultural products constituted 10.95 % of total national<br />
export in 2005-06.<br />
Indian farm sector has still not entered the phase of take-off. Besides the conventional<br />
challenges of inadequate production and less productivity, new challenges are also posing<br />
newer threats. The WTO agreement at this juncture is also enhancing the criticality of the<br />
farm sector by way of its Agreement on Agriculture (AoA) clause. The AoA clauses<br />
specifically ask for withdrawing domestic and export subsidies, and allow market<br />
accessibility to member nations. Both the internal and external challenges are issues of<br />
concern for the farm sector. Indian farm sector has not matured enough in the last few<br />
decades. The following table (Table-1) highlights the facts on probably all important<br />
characteristics viz., area, production, yield and percentage coverage under irrigation. The<br />
contemporary scenario suggests that time has come for renaissance of farm sector to meet<br />
the challenges and grab the opportunities created in the post-reform and WTO era.<br />
Table-1: All-India Area, Production and Yield of Food grains from 1991-92 to 2006-07<br />
(along with percentage coverage under Irrigation)<br />
Area – Million Hectares,<br />
Production – Million Tonnes &<br />
Yield – Kg. /Hectare<br />
Year Area Production Yield % Coverage under<br />
irrigation<br />
1991-92 121.87 168.38 1382 37.4<br />
1992-93 123.15 179.48 1457 37.4<br />
1993-94 122.75 184.26 1501 38.7<br />
1994-95 123.86 191.50 1546 39.6<br />
1995-96 121.01 180.42 1491 40.1<br />
1996-97 123.58 199.44 1614 40.0<br />
1997-98 123.85 192.26 1552 40.8<br />
1998-99 125.17 203.61 1627 42.4<br />
1999-00 123.10 209.80 1704 43.9<br />
2000-01 121.05 196.81 1626 43.4<br />
2001-02 122.78 212.85 1734 43.0<br />
2002-03 113.86 174.77 1535 42.8<br />
2003-04 123.45 213.19 1727 42.2<br />
2004-05 120.00 198.36 1652 NA<br />
2005-06 121.60 208.60 1715 NA<br />
2006-07* 124.07 211.78 1707 NA<br />
* Advance Estimates as on 04.04.2007<br />
Note: The yield rates given above have been worked out on the basis of production & area figures taken in<br />
’000 units.<br />
Vidyasagar University Journal of Commerce 93
Vijay Kumar Mishra<br />
Source: Department of Agriculture and Cooperation, Ministry of Agriculture, Govt. of India.<br />
WTO and Farming – Encouraging Liberalization<br />
World Trade Organization is an internationally recognized trade organization, created by an<br />
international treaty, established in 1995. It has a legal status and has a right to enforce the<br />
rules of international trade. Its basic objective is to promote trade in the international market<br />
by the removal of barriers. India is one of the founder members of WTO and also hopes to<br />
garner the advantages associated with its association. WTO replaces GATT and promotes<br />
multilateral trade in goods, services, protection of intellectual property rights, foreign<br />
investments, etc. . It has fixed a set of rules and regulations which are mutually agreed upon<br />
by the member-nations. Agreements by member-countries are binding on all the membernations<br />
of WTO and if any member dishonours them then complaint can be lodged with the<br />
Dispute Settlement Body of WTO.<br />
India’s joining of WTO was not a bandwagon effect, it was a rational discretion based on the<br />
advantages associated with it. Economic reforms came in 1991 and Liberalization,<br />
Privatization and Globalization (LPG) process was initiated. To make the LPG process<br />
realize its full potential it was imperative to join WTO. It promises to help in the process of<br />
enhancing the foreign trade, increasing the inflow of foreign investments, inflow of better<br />
technology and most importantly the end of quota system. The biggest advantage associated<br />
with an organization like WTO is reaping the benefits of multilateral trade i.e., when a trade<br />
agreement is signed between member-countries, it promotes foreign trade of one country<br />
with all other member-countries which have signed this agreement. Before the formation of<br />
WTO, trade was bilateral whereas WTO new promotes multilateral trade. If the multilateral<br />
trading system would not have happened due to WTO then India would have to enter into<br />
separate trade agreements with each nation. The process of Indian economy’s globalization<br />
also got further momentum with WTO’s promotion of free trade through the trading<br />
agreements. India also benefitted with the inflow of foreign investments due to globalization<br />
process.<br />
WTO’s Agreement on Agriculture (AoA) talks of rules and regulations regarding trade in the<br />
farm sector products. The AoA relates to domestic subsidies, export subsidies and market<br />
access commitments. The agreement asks for withdrawing domestic and export subsidies<br />
and opening up of the national markets for international competition. To further enhance<br />
trade the agreement promotes the replacement of non-tariff barriers with tariff and the same<br />
to be progressively reduced in a stipulated time period. The basic objective regarding<br />
reducing government support (via subsidies) is to check overproduction of goods. The<br />
surplus products are generally disposed of through export subsidies and this discourages the<br />
main aim of WTO, which is free and fair trade. The subsidies issues are still under<br />
negotiations and it is hoped that a consensus would be arrived at soon. Once the level<br />
playing field is made, huge options will emerge for the growth of the farm sector. In essence,<br />
the AoA asks for liberating the farm sector from the government support to operate it<br />
optimally.<br />
94 Vidyasagar University Journal of Commerce
WTO AND INDIA: TIME FOR RENAISSANCE <strong>OF</strong> THE FARM SECTOR<br />
Concerns of the Farm Sector<br />
Indian farm sector is now at the crossroads. It is now standing at a juncture where hurricane<br />
efforts are required for its revival. Continuous decline in its performance has attracted the<br />
attention of all policy makers. Farming is now at the centre of attention more than ever<br />
before. It is still the backbone of the economy due to the high dependency on it and also due<br />
to supply of basic necessity of life i.e., food. Government gave priority for the growth of the<br />
farm sector and adopted several measures but nothing prominent came out of it. The biggest<br />
concerns of the farm sector are low production and low productivity. India is ranked second<br />
after China in terms of its population growth. Due to low production and high growth rate of<br />
population, the per capita availability of foodgrains is also on a decline.<br />
Indian farm sector’s concerns of low production and low productivity are the impacts of<br />
problems existing in the farm sector. The real concern ranges from the pressure of<br />
population to land reforms. The first and foremost reason of low productivity of farm sector<br />
is the excess pressure of population on farming. Insufficient irrigation facility and<br />
corresponding enhanced reliance on monsoon, which again is highly uncertain and uneven<br />
create challenge on production and productivity. The nature of the soil is also not uniform.<br />
Some farm lands are more fertile and some are less. Farmers with lack of financial and<br />
technical support are able to do less for the replenishment of lost fertility. The soil health and<br />
water management are the principal reasons for the low production and low productivity<br />
besides other causes. The other issues are inadequate finance with the Indian farmers to use<br />
improved inputs, small size of land holdings which are even less than the average size to use<br />
mechanized farming, and cropping pattern, which is need based and not on the suitability of<br />
their land. The following table (Table-2) highlights the fluctuating foodgrains production<br />
pattern from 1990-91 to 2005-06, and the subsequent table (Table-3) highlights the<br />
productivity of India vis-à-vis the world.<br />
Group/<br />
Commodity<br />
Unit 1990-<br />
1991<br />
Table-2: Production of Major Crops<br />
1999-<br />
2000<br />
2000-<br />
2001<br />
2001-<br />
2002<br />
2002-<br />
2003<br />
2003-<br />
2004<br />
(In Million Tonnes)<br />
2004-<br />
2005<br />
2005-<br />
2006*<br />
Cereals Tonnes 162.1 196.4 185.7 199.5 163.6 198.3 185.2 195.2<br />
Rice Tonnes 74.3 89.7 85.0 93.3 71.8 88.5 83.1 91.0<br />
Wheat Tonnes 55.1 76.4 69.7 72.8 65.8 72.2 68.6 69.5<br />
Pulses Tonnes 14.3 13.4 11.0 13.3 11.1 14.9 13.1 13.1<br />
Oil-Seeds** Tonnes 18.6 20.7 18.4 20.6 14.8 25.2 24.4 27.7<br />
Cotton Bales@ 9.8 11.5 9.5 10.0 8.6 13.7 16.4 19.6<br />
Sugarcane Tonnes 241.0 299.3 296.0 297.2 287.4 233.9 237.1 278.4<br />
* - 4 th Advance Estimates, ** - Include groundnut, rapeseed & mustard, sesamum, linseed, castorseed, nigerseed,<br />
safflower, sunflower and soybean, @ - Bale of 170 Kgs.<br />
Sources: 1. Directorate of Economics & Statistics, Department of Agriculture & Cooperation, Govt. of<br />
India.<br />
Vidyasagar University Journal of Commerce 95
Vijay Kumar Mishra<br />
2. Ministry of Commerce & Industry, Govt. of India.<br />
3. Economic Survey, 2006-07.<br />
Table-3: International Comparisons of yield of Selected Commodities - 2004-05<br />
(Metric tonnes/ hectare)<br />
Rice/Paddy Wheat Cotton Major Oilseeds<br />
Egypt 9.8 China 4.25 China 11.10 Argentina 2.51<br />
Myanmar 2.43 France 7.58 USA 9.58 Brazil 2.48<br />
Japan 6.42 Iran 2.06 Uzbekistan 7.98 China 2.05<br />
India 2.9 India 2.71 India 4.64 India 0.86<br />
Korea 6.73 Pakistan 2.37 Brazil 10.96 Germany 4.07<br />
Thailand 2.63 UK 7.77 Pakistan 7.60 USA 2.61<br />
USA 7.83 Australia 1.64 Nigeria 1.04<br />
World 3.96 World 2.87 World 7.33 World 1.86<br />
Source: Ministry of Agriculture and Cooperation & Economic Survey, 2006-07 .<br />
The renaissance of farming is of utmost importance due to its significance. Its significance is<br />
significantly larger as it fulfils the basic necessity of life for a person i.e., food. Out of the<br />
three basic necessities of life for a person, food is the most important necessity than clothing<br />
and shelter. Survival of life is not possible without sufficient amount of food. India is the<br />
second most populated country of the world after China. Due to populous country, food<br />
requirement of the country is also increasing day-by-day and the production of food grains<br />
remains short of the requirements. Though the production of food grain has increased by a<br />
considerable amount in the last few years, yet we are importing food grains by a reasonable<br />
amount. The per capita per year availability of food grains is on a decline. This is evident<br />
from the following table (Table-4). This adds up to the concerns of farm sector. The<br />
productivity of our farm sector is quite low in comparison with other countries and<br />
production is also quite fluctuating. In this background of farm sector and the contemporary<br />
open economy competitive environment due to globalization and WTO agreements, farm<br />
sector’s renewal and revival have become the appropriate priority.<br />
Table-4: Net Availability of Foodgrains (Per Annum) in India from 1991 to 2005<br />
(Kgs. per capita per year)<br />
Year Rice Wheat Cereals Pulses Per capita<br />
Food grains<br />
1991 80.9 60.0 171.0 15.2 186.2<br />
1992 79.2 57.9 158.6 12.5 171.1<br />
1993 73.2 51.2 156.2 13.2 169.4<br />
1994 75.7 58.2 158.4 13.6 172.0<br />
96 Vidyasagar University Journal of Commerce
WTO AND INDIA: TIME FOR RENAISSANCE <strong>OF</strong> THE FARM SECTOR<br />
1995 80.3 63.0 167.0 13.8 180.8<br />
1996 74.6 64.3 161.5 12.0 173.5<br />
1997 78.1 65.4 170.1 13.5 183.6<br />
1998 73.1 55.3 151.2 12.0 163.2<br />
1999 74.2 59.2 156.7 13.3 170.0<br />
2000 74.3 58.4 154.3 11.6 165.9<br />
2001 69.5 49.6 141.0 10.9 151.9<br />
2002 83.5 60.8 167.4 12.9 180.4<br />
2003 66.2 65.8 149.1 10.6 159.7<br />
2004 71.3 59.2 155.8 13.1 168.9<br />
2005(P) 64.7 56.3 142.7 11.5 154.2<br />
Source: Department of Agriculture and Cooperation, Ministry of Agriculture, Govt. of India.<br />
Time for Renaissance of the Farm Sector<br />
The farm sector occupies a very vital position in our economy. It is a contributor to the<br />
overall economic growth. On the one hand it supplies food, raw material and exportable<br />
goods and on the other hand, most important is, it provides a fairly large market for nonfarm<br />
goods and services. Its significance can hardly be exaggerated. The significance of the<br />
farm sector is much wider than a mere supplier of food grains. Dependence of a very large<br />
proportion of population further adds to its significance. Its share in the GDP though is<br />
declining, but it still commands approximately 20 % share of the GDP. The farm sector is<br />
also known as a source of earner of foreign exchange by exporting its products. In essence, it<br />
can be said that, farming is detrimental for the inclusive economic growth of the country.<br />
The farm sector’s growth is a detrimental factor for the inclusive growth of the economy as<br />
it employs a significantly larger economically active population. This proportion of<br />
population can create a thrust for the economic growth by creating a substantial demand for<br />
goods and services which can put the economy on the path of a demand-led growth. WTO is<br />
changing the international trade environment and farm sector can also take the advantages of<br />
the same by way of exporting its products to WTO’s member nations. Once the farm sector<br />
is revived for growth of farm exports, it can have a multiplier effect for the growth of<br />
economy.<br />
The farm sector is the backbone of Indian economy. Indian economy has grown by 9.4 %<br />
during 2006-07 and it is also expected that the growth rate would be touching a 9 % mark in<br />
2007-08. The service and industrial sectors are the main push factors for this growth. The<br />
economy is growing; growth is phenomenal and visible but not inclusive. The reason is the<br />
underperformance of the farm sector. The sector on which approximately 60 % of our<br />
population depends is at a crisis. The farm sector has not reacted positively to the<br />
reformative polices and has actually declined in its performance. The farm sector at this<br />
juncture is asking for a stimulant for the production and productivity. The following table<br />
(Table-5) highlights the growth of agriculture sector vis-à-vis other sectors during the ninth<br />
and the tenth plans. The table also highlights the targets for the different sectors for eleventh<br />
plan.<br />
Vidyasagar University Journal of Commerce 97
Vijay Kumar Mishra<br />
Table-5: Growth in Different Sectors<br />
Ninth Plan Tenth Plan<br />
(1997-2002) (2002-2007)<br />
Eleventh Plan*<br />
(2007-2012)<br />
GDP growth (%) of which 5.5 7.0 9.0<br />
Agriculture 2.0 1.8 4.1<br />
Industry 4.6 8.0 10.5<br />
Services 8.1 8.9 9.9<br />
* Target<br />
Source: Approach Paper to 11 th Five year Plan, Planning Commission, GOI<br />
The eleventh plan draft talks about the faster and more inclusive growth agenda. The<br />
inclusive growth cannot be experienced if the farm sector is not revived. The growth of<br />
agriculture sector was not encouraging during the ninth and the tenth plans. The above table<br />
(Table-5) highlights the fact in statistical terms. The eleventh plan has chosen a 4 % annual<br />
growth target for agriculture sector. If the 4 % growth target is realized, a 9 % GDP could<br />
become the reality. The eleventh plan is giving its prime priority to the growth of the farm<br />
sector. The growth target of the eleventh plan appears to be challenging, keeping in view the<br />
past performance of the sector. During the ninth and tenth plans, the growth of the sector<br />
was just around 2 % and the eleventh plan document is targeting a 4 % growth of the sector.<br />
The bigger question which arises at this juncture is: can it be possible? During the ninth and<br />
the tenth plans it was only the agriculture sector which has not grown but the other sectors<br />
have grown. This reminds us the fact that a major thrust is required to attain a 4 % target<br />
during the eleventh plan. If the sector fails to deliver then other sector needs to perform more<br />
than their targets to achieve a 9 % GDP growth. Declining agriculture growth will also<br />
increase the reliance on exports for the growth of the economy.<br />
India’s farm sector needs to be pushed like the industrial sector. The 4 % growth of the<br />
sector could become a reality with the hurricane reforms of the sector. The farm sector is<br />
desperately asking for reforms which could lead to a second green revolution in the country<br />
and make farming a vibrant sector. Irrigation is the backbone of farming and hence the need<br />
is to work for watershed development programme. Revival of co-operative farming is also<br />
necessary at this juncture. The other issue which needs attention is an enhanced interaction<br />
between farmers and agricultural universities to solve the grass-root level problems. The<br />
farmer’s indebtedness is also an obstacle in the holistic development of farming. Easy and<br />
cheap credit can help them to grow. Besides these conventional problems, the other issues of<br />
early origin are of declining ground water level, improvement of soil health and usage of<br />
allowing low biological potential area for non-farm purposes. The farm land cannot increase<br />
due to huge urbanization and hence by increasing the productivity, the problem of adequate<br />
production can be solved. Modernization, marketing orientation and most importantly an<br />
encouragement to public-private partnership can boost the sector at this juncture. The<br />
rational discretion in the above issues can put the farm sector towards its renaissance and the<br />
same could lead to the renaissance of the fate of approximately 60 % of the population.<br />
98 Vidyasagar University Journal of Commerce
WTO AND INDIA: TIME FOR RENAISSANCE <strong>OF</strong> THE FARM SECTOR<br />
Conclusion<br />
Indian farm sector has travelled a long journey of topsy-turvy situations. The peak of the sector<br />
came at the time of green revolution in 1960’s and today the sector has come at a critical<br />
juncture. The sector is facing the issues of less production and low productivity. The net<br />
availability of food grains is on a decline in the post-reform era. Besides the internal problems of<br />
the farm sector which has placed it at a critical juncture, the WTO’s AOA clauses at this juncture<br />
are sufficient to add up the criticality of the sector. The WTO’s agreements of open market for<br />
farm product could make the things more difficult for the already critical farm sector.<br />
Indian farm sector is a bread earner for our approximately 60 % of population which depends<br />
directly or indirectly on it. Growth and development of the farm sector could make a visible<br />
impact on the lives of the people which are dependent on it and hence on the overall economy.<br />
The inclusive growth will be visible with the growth of farm sector. The farm sector is significant<br />
for many reasons and the most detrimental at this juncture would be the potentiality of this sector<br />
in generating the domestic demand for non-farm products and hence the dependence on foreign<br />
demand for generating the growth momentum for the economy could be reduced. Farm sector is<br />
a huge demand base for the farm and non-farm sector’s goods and hence renaissance of farm<br />
sector at this juncture could make a push in the economy by maintaining or even going beyond a<br />
9 % GDP growth.<br />
The AOA would be the trend-setter in the history of our economic system. It would definitely be<br />
playing a bigger role in the promotion of free trade whose benefits would be realized by the<br />
economy in the future. The share of developing countries like India would increase in the world<br />
trade once the level playing field is developed. This is not an euphoric conclusion but a rational<br />
assumption. To realize these benefits, the need is to seriously review the issues of concern. The<br />
farm sector at this point is not in a position to get the benefits of the AOA clause. Once the<br />
concerning issues are addressed to the farm sector, besides being a significant contributor to<br />
GDP, it will also become a significant source of foreign exchange earned from export. The<br />
opportunities will actually benefit the farm sector in the international trade once the preparations<br />
to grab it are completed. The probability of growth of farm sector is very near to the realization<br />
of this possibility.<br />
References<br />
1. Mishra, S. K. and Puri, V. K. (2004), Indian Economy, Himalaya Publishing House,<br />
2. Datt, Ruddar & Sundharam K. P. M. (2006), Indian Economy, S. Chand & Company Ltd.,<br />
3. Jhingan ML (2004), International Economics, Vrinda Publications (P) Ltd.,<br />
4. Yojna - A Development Monthly, April 2007,<br />
5. Yojna - A Development Monthly, May 2007,<br />
6. Publication Division, India 2007 - The Reference Annual, Ministry of Information and<br />
Broadcasting, Government of India,<br />
7. www.wto.org,<br />
8. http://agricoop.nic.in,<br />
9. www.planningcommission.nic.in,<br />
10. www.indiabudget.nic.in,<br />
11. Government of India, Planning Commission, Approach paper of 11 th Five Year Plan,<br />
12. Government of India (2006-2007), Economic Survey,<br />
13. http://dacnet.nic.in/eands/Area,%20Production%20and%20Yield%20of%20Principal%20Crops.htm.<br />
Vidyasagar University Journal of Commerce 99
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
A DISCRIMINANT ANALYSIS AND PREDICTION <strong>OF</strong> LIQUIDITY-<br />
PR<strong>OF</strong>ITABILITY<br />
Amalendu Bhunia *<br />
ABSTRACT<br />
This paper examines predictive ability in respect of liquidity and profitability<br />
position of a company through discriminant analysis. Using two liquidity and<br />
profitability ratios each as input, the study has developed an index through the<br />
technique of discriminant analysis and at the same time liquidity and profitability<br />
performance have been tested on the basis of D-score and cut off score. For the<br />
purpose of analysis Indian private sector pharmaceutical companies have been used.<br />
Introduction<br />
In the changing economic scenario, every business strives hard for survival of the business<br />
competence. Survival of the business in the modern world is possible, only when apart from<br />
other things, it has sufficient finance. The financial requirements of a business must be<br />
sufficient to meet its long-term and short-term commitments. To meet long-term<br />
commitment, it needs permanent capital and short-term commitment, it needs working<br />
capital. Thus, finance is a significant facet of every business. Both excessive as well as<br />
inadequate finance positions are dangerous from the business point of view. In other words,<br />
finance is the backbone of any business. Any business without finance is a wingless bird.<br />
Therefore, the financial analyst is responsible to monitor the financial position of the<br />
business regularly. The performance of the company is judged through its financial<br />
statements, which throws light on the operational efficiency and financial position of the<br />
company.<br />
Due to intense competition among the business community, everyone is doing something<br />
better than others to capture the business, therefore monitoring the financial health of a<br />
company by checking its sales and profit growth which may not be sufficient today. It is<br />
necessary to benchmark the efficiency of utilisation of capital and assets, return to<br />
shareholders as well as predicting financial distress. The prediction and prevention of<br />
financial distress is one of the major factors, which will help to avoid bankruptcy. There are<br />
several indicators and information sources that can help in the prediction and prevention of<br />
* Senior Lecturer in Commerce, Fakir Chand College, Diamond Harbour, South 24-<br />
Parganas, West Bengal, e-mail: amalendu_bhunia@rediffmail.com.
Amalendu Bhunia<br />
financial distress. Financial statement analysis is one of the methods that can be used in<br />
predicting financial distress, which focuses on financial variables.<br />
Discriminant analysis is a statistical technique supportive for taxonomy principles. It has<br />
relevance in several areas of financial analysis. To express a fundamental considerate of<br />
discriminant analysis, we shall take up the assumptions : (i) There are two discreet groups;<br />
(ii) Two variables combined in a linear mode would be used for discriminating two discreet<br />
groups (i.e., discriminant function: D = a 1 X 1 + a 2 X 2 ) and (iii) These two variables arise from<br />
multivariate normal populations.<br />
To evaluate the liquidity and profitability conditions of a company, the financial analyst<br />
needs certain yardsticks. Among the various tools employed in analysing the pecuniary<br />
information contained in the financial statements, ratio analysis is a widely used tool, which<br />
is relevant in assessing the predictive ability of a firm in respect of liquidity and profitability.<br />
In addition to this, it helps to predict the financial distress of the business. An attempt has<br />
been made in the present study to have an insight into the examination of financial health of<br />
pharmaceutical company in India.<br />
Healthcare is one of the basic needs of humanity at large. The neglect of healthcare reduces a<br />
person’s capacity to take part in the various activities within the society. Besides this, such<br />
neglect reduces the capacity of the whole society in the future. Therefore, healthcare is not<br />
only an object of development by itself, but a pre-requisite for the development of future<br />
generations.<br />
This is the time to evaluate and analyse the predictive ability in respect of liquidity and<br />
profitability of pharmaceutical companies and it will help the policy makers to take on<br />
further development of these banks. In this paper, an attempt has been made to understand<br />
the liquidity and profitability position of the selected private sector pharmaceutical<br />
companies in India.<br />
Objectives of the Study<br />
The main objective of the present work is to make a study on the predictive ability in respect<br />
of liquidity and profitability in operating selected twenty (ten profit-making and ten lossmaking)<br />
private sector pharmaceutical enterprises in India. More specifically, it seeks to<br />
dwell upon mainly the following issues:<br />
• To assess the liquidity and profitability position with the help of discriminant score of<br />
the selected companies under the study;<br />
• To assess the financial performance of the selected pharmaceutical companies under<br />
the study;<br />
• To observe the financial health of the operational companies.<br />
Methodology of the Study<br />
We select twenty (ten profit-making and ten loss-making) private sector pharmaceutical<br />
companies operating in India in the study. For the purpose of study, data have been collected<br />
only for those companies which are available in the database software of Centre for<br />
Monitoring Indian Economy (CMIE). Only those companies are considered for which<br />
Vidyasagar University Journal of Commerce 101
A DISCRIMINANT ANALYSIS AND PREDICTION <strong>OF</strong> LIQUIDITY-PR<strong>OF</strong>ITABILITY<br />
balance sheet figures as on 31 st march, 2008, as published in the data book (CMIE) on 8 th<br />
January 2008 are available. Thus, 20 companies are selected. Out of these, based on<br />
operating profit, 10 companies are profit-making and 10 are loss-making. In the course of<br />
analysis in this study, twelve financial ratios are selected which cover liquidity and<br />
profitability viz. current ratio (CR), cash position ratio (CPR), return on investment ratio<br />
(ROIR), earning per share (EPS). Among statistical tools, Arithmetic Mean, D-scorediscriminant<br />
analysis (DA), etc. have been applied. The values of the ratios are taken as<br />
published or calculated from the figures published. The uses of all these tools at different<br />
places have been made in the light of requirement of analysis.<br />
Limitations of the Study<br />
The study suffers from certain limitations. These are written as follows :<br />
• Study solely depends on the published financial data, so it is subject to all limitations<br />
that are inherent in the condensed published financial statements.<br />
• We have selected twenty private sector pharmaceutical companies only.<br />
• Again our study is based on the data and information relating to the year 2006-07.<br />
Findings of the Study<br />
Liquidity Position based on Discriminant Analysis<br />
• The purpose of discriminant analysis is to identify liquidity position from two<br />
liquidity ratios (i.e., CR and CPR) as inputs which are relevant in distinguishing<br />
between profit-making and loss-making companies. The mean values of the<br />
ratios for both the groups are shown in Tables 1 and 2.<br />
• Table 3 reveals the coefficients of discriminant function for the selected two<br />
ratios. It is thus expressed as : D = 1.18 X 1 – 0.91 X 2 .<br />
Table-1: Liquidity Indicators of Selected Profit-making Companies<br />
Profit-making companies<br />
Liquidity ratios<br />
1. Cadila Healthcare Ltd.<br />
2. Cipla Ltd.<br />
3. Glaxosmithkline Pharma Ltd.<br />
4. Ipca Laboratories Ltd.<br />
5. Lupin Ltd.<br />
6. Nicholas Piramal India Ltd.<br />
7. Panacea Biotec Ltd.<br />
8. Ranbaxy Laboratories Ltd.<br />
9. Torrent Pharmaceuticals Ltd.<br />
10. Wockhardt Ltd.<br />
Mean<br />
S.E. of mean<br />
CR<br />
1.41<br />
2.78<br />
1.30<br />
1.89<br />
2.47<br />
1.05<br />
2.50<br />
1.11<br />
2.42<br />
3.46<br />
2.04<br />
0.26<br />
CPR<br />
0.03<br />
0.25<br />
0.14<br />
0.05<br />
0.99<br />
0.09<br />
1.12<br />
0.04<br />
0.07<br />
2.22<br />
0.50<br />
0.23<br />
102 Vidyasagar University Journal of Commerce
Amalendu Bhunia<br />
Table-2: Liquidity Indicators of Selected Loss-making Companies<br />
Loss-making companies<br />
1. Matrix Laboratories Ltd.<br />
2. Ambalal Sarabhai Enterprises Ltd.<br />
3. Gujarat Themis Biosyn Ltd.<br />
4. Karnataka Malladi Biotics Ltd.<br />
5. Lyka Labs Ltd.<br />
6. Morepen Laboratories Ltd.<br />
7. Pharmaids Pharmaceuticals Ltd.<br />
8. Torrent Gujarat Biotech Ltd.<br />
9. Unjha Formulations Ltd.<br />
10. Vista Pharmaceuticals Ltd.<br />
Mean<br />
S.E. of mean<br />
CR<br />
1.08<br />
0.64<br />
0.23<br />
0.21<br />
0.96<br />
0.91<br />
3.91<br />
1.85<br />
1.85<br />
0.80<br />
1.09<br />
0.35<br />
Liquidity ratios<br />
CPR<br />
0.19<br />
0.03<br />
0.03<br />
0.00<br />
0.25<br />
0.43<br />
0.04<br />
1.60<br />
0.01<br />
0.08<br />
0.35<br />
0.15<br />
Table-3: Statistical results and discriminant Function of liquidity<br />
Liquidity<br />
ratios<br />
d 2 x 1 d 2 x 2 dx 1 x 2 dx 1 dx 2<br />
CR (X 1 ) and 1.042 0.378 0.302 0.95 0.01<br />
CPR (X 2 )<br />
Function D = 1.18 X 1 – 0.91 X 2<br />
• The discriminant score is designed for each company to classify it as profitmaking<br />
or loss-making company and it is given in Table-7. The cut off point on<br />
discriminant score is taken as the mean value of the mean discriminant score of<br />
each group for the purpose of classification. The simple A.M. of the two scores<br />
i.e., the cut off score is 1.9054. Any company having a D-score higher than the<br />
cut off score is identified as a profit-making company with sufficient liquidity,<br />
at the same time a company with a D-score less than the cut off score will be<br />
classified as a loss-making company with poor liquidity.<br />
• The discriminant analysis along with providing a single index for classifying<br />
companies as profit-making and loss-making brings to light the most important<br />
indicators of liquidity. The results of discriminant analysis can be used as a<br />
predictor of future liquidity. Therefore, an upward trend in the discriminant<br />
score predicts higher liquidity and a downward trend predicts ill-liquidity.<br />
Vidyasagar University Journal of Commerce 103
A DISCRIMINANT ANALYSIS AND PREDICTION <strong>OF</strong> LIQUIDITY-PR<strong>OF</strong>ITABILITY<br />
Profitability Position based on Discriminant Analysis<br />
• The purpose of discriminant analysis is to identify profitability position from<br />
two profitability ratios (ROIR and EPS) as inputs which are relevant in<br />
distinguishing between profit-making and loss-making companies. The mean<br />
values of the ratios for both the groups are shown in Tables 4 and 5.<br />
• Table 6 reveals the coefficients of discriminant function for the selected two<br />
ratios. It is thus expressed as D = - 0.0468 X 1 + 0.0662 X 2 .<br />
• The discriminant score is deliberated for each company to classify it as profitmaking<br />
or loss-making company and it is given in Table-7. The cut off point on<br />
discriminant score is taken as the mean value of the mean discriminant score of<br />
each group for the purpose of classification. The simple A.M. of the two scores<br />
i.e., the cut off score is 1.0362. Any company having a D-score higher than the<br />
cut off score is identified as a profit-making company, at the same time a<br />
company with a D-score less than the cut off score will be classified as a lossmaking<br />
company.<br />
Table-4: Profitability Indicators of Selected Profit-making Companies<br />
Profit-making companies<br />
Profitability ratios<br />
1. Cadila Healthcare Ltd.<br />
2. Cipla Ltd.<br />
3. Glaxosmithkline Pharma Ltd.<br />
4. Ipca Laboratories Ltd.<br />
5. Lupin Ltd.<br />
6. Nicholas Piramal India Ltd.<br />
7. Panacea Biotec Ltd.<br />
8. Ranbaxy Laboratories Ltd.<br />
9. Torrent Pharmaceuticals Ltd.<br />
10. Wockhardt Ltd.<br />
Mean<br />
S.E. of mean<br />
ROIR<br />
22.50<br />
31.12<br />
49.60<br />
30.94<br />
21.93<br />
27.09<br />
30.63<br />
13.81<br />
21.36<br />
19.50<br />
26.85<br />
3.10<br />
EPS<br />
33.03<br />
42.45<br />
33.97<br />
73.09<br />
14.92<br />
39.23<br />
22.29<br />
17.98<br />
23.42<br />
49.34<br />
34.97<br />
5.50<br />
Table-5: Profitability Indicators of Selected Loss-making Companies<br />
Loss-making companies<br />
Profitability ratios<br />
1. Matrix Laboratories Ltd.<br />
2. Ambalal Sarabhai Enterprises Ltd.<br />
3. Gujarat Themis Biosyn Ltd.<br />
ROIR<br />
-10.55<br />
-15.54<br />
-223.25<br />
EPS<br />
--22.56<br />
-3.86<br />
-10.36<br />
104 Vidyasagar University Journal of Commerce
Amalendu Bhunia<br />
4. Karnataka Malladi Biotics Ltd.<br />
5. Lyka Labs Ltd.<br />
6. Morepen Laboratories Ltd.<br />
7. Pharmaids Pharmaceuticals Ltd.<br />
8. Torrent Gujarat Biotech Ltd.<br />
9. Unjha Formulations Ltd.<br />
10. Vista Pharmaceuticals Ltd.<br />
Mean<br />
S.E. of mean<br />
0.00<br />
-22.26<br />
-18.64<br />
-13.55<br />
-33.76<br />
-12.29<br />
-8.00<br />
66.47<br />
21.02<br />
-3.87<br />
-11.56<br />
-29.21<br />
-1.42<br />
-14.99<br />
-1.36<br />
-0.66<br />
9.80<br />
3.10<br />
Profitability<br />
ratios<br />
Table-6: Statistical results and Discriminant Function<br />
d 2 x 1 d 2 x 2 d x 1 x 2 d x 1 d x 2<br />
ROIR (X 1 ) and<br />
EPS (X 2 )<br />
3170.94 720.74 782.65 - 39.62 25.17<br />
Function D = - 0.0468 X 1 + 0.0662 X 2<br />
Table-7: D-score and ranking of selected companies under the study<br />
Name of the Companies<br />
On the basis of<br />
Liquidity ranking Profitability ranking<br />
Profit-making companies<br />
1. Cadila Healthcare Ltd.<br />
2. Cipla Ltd.<br />
3. Glaxosmithkline Pharma Ltd.<br />
4. Ipca Laboratories Ltd.<br />
5. Lupin Ltd.<br />
6. Nicholas Piramal India Ltd.<br />
7. Panacea Biotec Ltd.<br />
8. Ranbaxy Laboratories Ltd.<br />
9. Torrent Pharmaceuticals Ltd.<br />
10. Wockhardt Ltd.<br />
Mean<br />
Loss-making companies<br />
1. Matrix Laboratories Ltd.<br />
2. Ambalal Sarabhai Enterprises Ltd.<br />
3. Gujarat Themis Biosyn Ltd.<br />
4. Karnataka Malladi Biotics Ltd.<br />
5. Lyka Labs Ltd.<br />
1.6365<br />
3.0529<br />
1.7056<br />
2.6194<br />
2.5818<br />
1.3986<br />
2.5058<br />
1.5287<br />
3.3485<br />
2.8584<br />
2.3236<br />
1.1015<br />
0.8751<br />
0.2970<br />
0.2961<br />
1.1261<br />
10<br />
3<br />
9<br />
5<br />
7<br />
12<br />
8<br />
11<br />
2<br />
4<br />
15<br />
18<br />
19<br />
20<br />
14<br />
1.1336<br />
1.3538<br />
- 0.0725<br />
3.3906<br />
- 0.0386<br />
1.3292<br />
0.0421<br />
0.5440<br />
0.5507<br />
2.3537<br />
1.0587<br />
- 0.9998<br />
0.4718<br />
9.7623<br />
- 0.2562<br />
0.2765<br />
6<br />
4<br />
17<br />
2<br />
16<br />
5<br />
15<br />
9<br />
8<br />
3<br />
10<br />
12<br />
1<br />
18<br />
14<br />
Vidyasagar University Journal of Commerce 105
A DISCRIMINANT ANALYSIS AND PREDICTION <strong>OF</strong> LIQUIDITY-PR<strong>OF</strong>ITABILITY<br />
6. Morepen Laboratories Ltd.<br />
7. Pharmaids Pharmaceuticals Ltd.<br />
8. Torrent Gujarat Biotech Ltd.<br />
9. Unjha Formulations Ltd.<br />
10. Vista Pharmaceuticals Ltd.<br />
Mean<br />
0.8918<br />
5.4767<br />
1.1525<br />
2.5994<br />
1.0552<br />
1.4871<br />
17<br />
1<br />
13<br />
6<br />
16<br />
- 1.0613<br />
0.5401<br />
0.5877<br />
0.4852<br />
0.3307<br />
1.0137<br />
20<br />
10<br />
7<br />
11<br />
13<br />
• The discriminant analysis along with providing a single index for classifying<br />
companies as profit-making and loss-making brings to light the most important<br />
indicators of profitability. The results of discriminant analysis can be used as a<br />
predictor of future profitability. Therefore, an upward trend in the discriminant score<br />
predicts higher profitability and a downward trend predicts incipient sickness.<br />
Profit making companies<br />
Loss making companies<br />
Cut-off point =<br />
Table-8: Mean discriminate score of each group<br />
On the basis of<br />
Liquidity<br />
2.3236<br />
1.4871<br />
1.9054<br />
1.0587<br />
1.0137<br />
1.0362<br />
Profitability<br />
Conclusions of the Study<br />
• The ‘D’ score of discriminant analysis revealed a significant variation concerning<br />
the extent of liquidity standing of different companies during the study period. It<br />
was concluded to be efficient and inefficient liquidity management on the basis of<br />
cut off score.<br />
• The ‘D’ score of discriminant analysis disclosed a noteworthy disparity concerning<br />
the size of profitability standing of different companies during the study period. It<br />
was concluded to be efficient and inefficient liquidity management on the basis of<br />
cut off score.<br />
References<br />
1. Altman, E.I. (1968), “Financial Ratios, Discriminant Analysis, and Prediction of<br />
Corporate Bankruptcy”, Journal of Finance, Sep., pp. 20-32.<br />
2. Deakin, E.B. (1972), “A Discriminant Analysis of Predictors of Business Failures”,<br />
Journal of Accounting Research, (Spring).<br />
3. Khanka, S.S. and Roy, C. (1999), “Working Capital Management of Public Enterprises”,<br />
Indian Publishers’ Distributors, Delhi.<br />
4. Sur, D. (1997), “Working Capital Management in Colgate Palmolive (India)<br />
Ltd.- A case study”, The Management Accountant, vol. XI.<br />
106 Vidyasagar University Journal of Commerce
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
REPORT <strong>OF</strong> THE RAPPORTEURS <strong>OF</strong> THE NATIONAL SEMINAR ON<br />
“CURRENT TRENDS IN INDIAN BANKING”<br />
Subrata Mukherjee*<br />
Rabindranath De Dalal**<br />
A national seminar was organized by the Department of Commerce with Farm Management,<br />
Vidyasagar University, Medinipur on 23 rd March, 2008 at B. C. Mukherjee Hall. The theme<br />
of the seminar has been “Current Trends in Indian Banking”. The seminar was inaugurated<br />
by Prof. Amit Kumar Mallik, Hon’ble Vice Chancellor, University of Burdwan, Burdwan,<br />
West Bengal. At the inaugural speech, Prof. Mallik nicely elaborated the need of discussion<br />
of a topic like this in presence of the industry people. He also highlighted the ongoing<br />
banking practices which have emerged from the banking sector reforms. The inaugural<br />
session was chaired by Prof. S. P. Singha, Dean of the faculty of Arts and Commerce of the<br />
university.<br />
The Chairman of the technical session (and also Guest of Honour in the Inaugural Session)<br />
was Prof. Samson Moharana, Professor and Head, Dept. of Commerce, former Dean,<br />
Faculty of Commerce and Management, and Director, M.F.C. Programme, Utkal University,<br />
Bhubaneswar. The keynote speakers were Mr. U.K. Mishra, Zonal Manager, UCO Bank,<br />
Mr. Girish Dubey, Assistant Vice President and Cluster-Head, Midnapore Agri Business<br />
Cluster, Axis Bank Ltd., and Mr. J.P. Julka, Zonal Manager, Punjab National Bank. The<br />
Chairman pointed out the various modern banking practices in operation and the expected<br />
changes in near future due to liberal economic scenario. He also pointed out the forces which<br />
will bring in new opportunities and as well as new threats for the banks.<br />
Mr. U.K. Mishra addressed on the “Current trends and strategies in Indian banking” and<br />
explained the historical perspective on the development of Indian banking and explained<br />
how the liquidity facility available with the banks motivates to deal and transact with banks<br />
to other financial institutions like post office.<br />
Mr. Girish Dubey addressed on “Current Trends in Indian Banking” and stressed upon the<br />
transition in the objectives of the banks from banking in urban to rural areas with adoption of<br />
new technology.<br />
Mr. J.P. Julka addressed on ‘Reforms, Challenges and Strategies in Indian Banking”. He<br />
stressed on the importance on the human resource perspective being the facilitator of<br />
∗ Lecturer in Commerce, Mugberia Gangadhar Mahavidyalaya, Bhupatinagar, Purba<br />
Medinipur, West Bengal. e-mail : subrata9019@rediffmail.com.<br />
** Lecturer in Commerce, Bankura Sammilani College, Bankura, West Bengal,<br />
e-mail : rabin_de@rediffmail.com.
REPORT <strong>OF</strong> THE RAPPORTEURS <strong>OF</strong> THE NATIONAL SEMINAR ON “CURRENT TRENDS IN INDIAN BANKING”<br />
adoption of changes in the functioning of the commercial banks and discussed on the new<br />
changes being brought in the banking industries.<br />
A joint paper was presented by Dr. Amit Kumar De, Reader in Commerce, P.K. College,<br />
Contai and Mr. Arindam Jana, Part time Lecturer, Department of Economics, P.K.College,<br />
Contai, entitled, “Efficiency of Banks in India: A Brief Study”, in which highlighted the<br />
performance of Indian banks through the use of various statistical ratios and suggested<br />
measures on improvement in the performance level of the Indian banks.<br />
Dr. Amit Kumar De, Reader in Commerce, P.K. College, Contai, in another jointly-authored<br />
paper, entitled “Management of NPAs in Indian Banking Scenario: An Overview” with Mr.<br />
Sudipta Ghosh and Mr. Tamal Basu, both Lecturers in Commerce, P.K.College, elaborated<br />
how the concept of NPA was introduced in banking and examined its impact. The authors<br />
have suggested the measures of managing the NPAs efficiently and effectively.<br />
Mr. Amitesh Chowdhury, Research Scholar, Department of Commerce with Farm<br />
Management of this University, in his paper, “Consolidation through Merger and<br />
Acquisition in the Banking Sector – A Critical Approach” highlighted the impact of merger<br />
on the stakeholders. They emphasized the consolidation through mergers and acquisitions is<br />
considered one of the best way of restructuring for effectively facing competition.<br />
Mr. Anannya Deb Roy, Lecturer (Marketing Management), Department of Management and<br />
Social Science, Haldia Institute of Technology, in his paper, “Service Quality: Present Trend<br />
in Indian banking” stated how retail banking has developed with change in demographic<br />
profile of the customers and the demand for consumer finance, and how the banks are<br />
adopting new technologies to cater the needs of the customers. The author suggested the<br />
methods for measuring the service quality of the banks and the impact on the customer<br />
satisfaction.<br />
Mr. Anirban Mazumdar, Sr. Lecturer, Department of Business Administration, Future<br />
Institute of Engineering and Management, Sonarpur, Mr. Pradip Kumar Samanta, Sr.<br />
Lecturer, Department of Commerce, University of Kalyani, Kalyani and Mr. Sumantra<br />
Bhattacharya, Sr. Lecturer, Department of Business Administration, Management Institute of<br />
Durgapur, Durgapur, in their paper, “Reverse Mortgage: Financing Senior Citizens”<br />
discussed the various aspects of reverse mortgage and how it is used to ensure the cash flow<br />
in the hand of senior citizens to meet up their financial needs in their old age.<br />
Mr. Anupam Parua, Sr. Lecturer, K.D. College of Commerce & General Studies and Ms.<br />
Anindita Dey, Former G.T., Department of Commerce with Farm Management, Vidyasagar<br />
University, in their paper, “A Study of the Profitability Trends in selected Commercial<br />
Banks operating in India” discussed on various parameters affecting the performance of the<br />
public, private and foreign banks. The authors have suggested that with the decrease in<br />
spread banks are required to explore non-interest income for increasing the profitability.<br />
Dr. Arindam Gupta, Professor & Head, Department of Commerce with Farm Management,<br />
Vidyasagar University, in his paper, “Banking Sector Reforms in India” highlighted various<br />
108 Vidyasagar University Journal of Commerce
Subrata Mukherjee, Rabindranath De Dalal<br />
aspects of reforms brought about in structural aspect and in banking operations through the<br />
various committees on the banking sector.<br />
Ms. Arundhuti Basu, AICWA, in her paper, “The Recent Trend and Progress of Banking in<br />
India” discussed on regulatory and supervisory policies being taken for strengthening the<br />
financial institutions, improving bank governance and information disclosures and further<br />
highlighted the development of payment and settlement system through RTGS.<br />
Dr. Brajaballav Pal, Lecturer, Panskura Banamali College, in his paper, “Banking Sector in<br />
India: An Overview” stated about the reforms brought in by technological changes in Indian<br />
banking and the challenges and opportunities being posed by the new entrants in the Indian<br />
banking system.<br />
Dr. Debdas Ganguly, Professor, Department of Management and Social Science, Haldia<br />
Institute of Technology, in his paper, “Management of Borrowed Funds in Indian<br />
Commercial Banks in perspective of growing Debt Ratio” stated about the importance of<br />
debt market in the formation of capital in the economy and how management of the banks<br />
can optimize the return without posing liquidity problem through diversification of its<br />
liabilities.<br />
Dr. Debdas Rakshit, Lecturer (Sr. Scale), Department of Commerce, The University of<br />
Burdwan and Mr. Sujit Kumar Ghosh, Lecturer (Sr. Scale), Department of Commerce,<br />
Umesh Chandra College, Kolkata in their paper, “Are the Public Sector Banks pushed to the<br />
Back Sear?” presented an analysis of relative performance of public and private sector banks<br />
in India for the past twelve years and highlighted the reform measures adopted by the public<br />
sector banks since liberalization to face competition from private banks.<br />
Ms. Indrani Dasgupta, Lecturer, Department of Commerce, Fakir Chand College and Dr.<br />
Sharmistha Banerjee, Reader, Department of Business Management, University of Calcutta<br />
in their paper, “Information Asymmetry and Small Firm Finance” discussed on Information<br />
Asymmetry caused by absence of mandatory disclosures of small enterprises in India<br />
creating enough friction in the lending process and suggested policy prescription for the<br />
Indian Banks to provide funds to the small firms using a combination of both the credit<br />
scoring technology and relationship lending.<br />
Mr. Indranil Deb Gupta, Former M.Phil. Student, Department of Commerce, The University<br />
of Burdwan, Mr. Kaushik Mandal, Lecturer, Department of Management Studies, National<br />
Institute of Technology, Durgapur and Mr. Partha Sarkar, Lecturer in Business<br />
Administration (Human Resource Management), Centre for Management Studies, The<br />
University of Burdwan in their joint paper, “In Search of the Nature of Relationship between<br />
Internal Marketing and Performance in the Indian Banking Industry: An Empirical Study”<br />
highlighted the importance need and of orientation of the employees (termed as internal<br />
marketing) in achieving customer satisfaction for gaining business success.<br />
Dr. Kalpataru Bandopadhyay, Lecturer (Sr. Scale) in Commerce, Memari College and Mr.<br />
Souvik Bandopadhyay, Lecturer in Statistics, Memari College in their joint paper entitled,<br />
Vidyasagar University Journal of Commerce 109
REPORT <strong>OF</strong> THE RAPPORTEURS <strong>OF</strong> THE NATIONAL SEMINAR ON “CURRENT TRENDS IN INDIAN BANKING”<br />
“Comparative Risk Analysis of Scheduled Commercial Banks of India: Application of Mix<br />
Model on Net Interest Margin” discussed on the need for analyzing the different risk<br />
parameters of all the schedule commercial banks of India through statistical model.<br />
Mr. Premasish Roy, Lecturer, Department of Management and Social Science, Haldia<br />
Institute of Technology, in his paper, “Performance of Public Sector Banks in India in<br />
Perspective of Core Business Model and Changing Trend in Organizational Culture”<br />
presented an expected model likely to be adopted by foreign banks after being allowed to<br />
function in India at par with other banks for targeting customer service, managing resources,<br />
risk management and managing costs.<br />
Dr. S.M. Imamul Haque, Reader, Department of Commerce, Aligarh Muslim University and<br />
Mr. Shahnawaz Ahmad Dar, Research Scholar, Department of Commerce, Aligarh Muslim<br />
University in their joint paper entitled, “IT in Banking – The way you Encounter” discussed<br />
on the need and use of information technology in banking and the need for fullproof security<br />
mechanism to be developed. The authors emphasized on the development of the work<br />
culture as the employees are the facilitator of the implementation of the new technology.<br />
Mr. Saptarshi Ray, Research Associate, Department of Case Studies, ICFAI University and<br />
Prof. Arup Choudhuri, Professor, Department of Finance and Accounting, ICFAI University,<br />
in their paper, “Consolidation in Indian Banking Industry: A Study on State Bank of India”<br />
stated that consolidation in the banking sector is the only way for survival of Indian banks<br />
after the Indian banking industry is set to open up fully to the foreign participants by April<br />
2009. The paper highlighted the benefits of SBI after merger with its associates and the<br />
resistance being faced involving the HR issues and socio-economic challenges.<br />
Dr. Samir Ghosh, Reader, Department of Commerce with Farm Management, Vidyasagar<br />
University and Mr. Subrata Mukherjee in their paper, entitled “Performance of Central<br />
Cooperative Banks in India and in West Bengal in Liberal Economic Scenario” highlighted<br />
the need of the cooperative banks in socio-economic development of the country and<br />
analysed the performance of the district central cooperative banks in India and in West<br />
Bengal and suggested the measures for improving the financial performance of the district<br />
central cooperative banks.<br />
Prof. Samirendra Nath Dhar, Professor of Commerce, University of North Bengal, Mr.<br />
Kiranjit Seth, Lecturer in Commerce, University of North Bengal and Mr. Soumitra Sarkar,<br />
Research Scholar, Department of Commerce, University of North Bengal, in their paper,<br />
“SHG-Banking in India: Empirical Evidences of Bankers’ Perceptions and Problems”<br />
highlighted the results of the case study conducted in Jalpaiguri and Siliguri sub-divisions of<br />
West Bengal how SHGs have been made accessible to the poor, especially women for<br />
banking and creating a sustainable means of livelihood for them.<br />
Mr. Swarnabha Das, Sr. Lecturer & Head, Department of Business Administration, Burdwan<br />
Institute of Management & Computer Science, in his paper, entitled “Core Banking System<br />
in India – A case study” discussed on the need of the core banking system for fulfilling the<br />
110 Vidyasagar University Journal of Commerce
Subrata Mukherjee, Rabindranath De Dalal<br />
aspirations of today’s customers. The author highlighted different aspects of core banking<br />
system as introduced by State Bank of India since May’2002.<br />
Prof. K.C. Paul and Mr. Tagar Lal Khan offered vote of thanks respectively at the end of the<br />
Inaugural Session and Technical Session. Mr. Abhijit Sinha acted as the Co-ordinator of the<br />
whole programme. Prof. Arindam Gupta, Head of the Department and the Organizing<br />
Secretary offered the Grand vote of thanks at the end. The seminar was attended by over two<br />
hundred delegates.<br />
Vidyasagar University Journal of Commerce 111
Vidyasagar University Journal of Commerce<br />
Vol. 13, March 2008<br />
REPORT <strong>OF</strong> THE EXTENSION LECTURE PROGRAMME<br />
Arindam Gupta*<br />
The second extension lecture programme was organized by the Department of Commerce<br />
with Farm Management, Vidyasagar University, Medinipur on 20 th March, 2008 at B. C.<br />
Mukherjee Hall consisting of two lectures. The first lecture was delivered by Prof. Arup<br />
Choudhuri, Associate Dean, The ICFAI Business School, Salt Lake City, Kolkata and was<br />
chaired by Prof. K. C. Paul, a Professor of the department. The lecture theme was “Some<br />
cases of Mergers & Acquisitions in India” which spanned over one and half hours. After<br />
Prof. Paul introduced the theme before the audience, which largely constituted the students,<br />
research scholars, and faculty members of the university, Prof. Choudhuri went on citing<br />
contemporary real-life cases of mergers and acquisitions in India. Because of his hands - on<br />
experience in dealing with some of the mergers as a consultant, he was actually able to<br />
analyse the intricacies of the mergers much vividly. At the end of his lecture, some questions<br />
were asked from the audience and answered by him.<br />
The lecture programme which was inaugurated by Prof. Santosh Kr. Ghorai, Director,<br />
Directorate of Distance Education of the university was also attended by a few teachers of<br />
the affiliated colleges and also from some neighbouring colleges.<br />
The second lecture on the same day was on “Derivatives Trading in India – An Overview”<br />
which was delivered by Prof. Arup Kr. Chattopadhyay, Dean of the Faculty of Arts,<br />
Commerce, etc. and Professor of Economics, University of Burdwan, Burdwan and was<br />
chaired by Prof. P. S. Das, Professor, Vinod Gupta School of Management, I. I. T.<br />
Kharagpur. Prof. Chattopadhyay also lucidly delivered his lecture first starting with the<br />
historical perspective of the derivatives instrument, then going for its various types, then<br />
touching in brief the mathematical aspects inside a derivative instrument, and finally<br />
elaborating the trading part. The lecture was highly appreciated by the Chairman in<br />
particular and the audience in general.<br />
Prof. Arindam Gupta, the Head of the Department offered a hearty vote of thanks at the end.<br />
∗ Professor and Head, Department of Commerce with Farm Management,<br />
Vidyasagar University, Midnapore – 721 102.<br />
e-mail: arindam_finance@rediffmail.com.
NOTES TO CONTRIBUTORS<br />
<strong>VIDYASAGAR</strong> <strong>UNIVERSITY</strong> <strong>JOURNAL</strong> <strong>OF</strong> <strong>COMMERCE</strong> invites contributions on all<br />
aspects of Commerce, Management, Economics and Finance. Articles should be accompanied<br />
by a declaration that they have not been published or submitted for publication elewhere. These<br />
should be sent to the Executive Editor in duplicate in hard copy and soft copy with one and half<br />
space typing along with an abstract of not more than 100 words (in any wordprocessing<br />
software).<br />
Academicians, Experts from Industry and Professionals are welcome to submit data-based<br />
papers for consideration.<br />
Articles should be written in English and preferably be below 4000 words in length. Articles<br />
should be prepared and presented following the style mentioned below.<br />
Diagrams may be used only if absolutely essential.<br />
Authors of published articles will receive five free reprints. In case of joint authors, each author<br />
will receive three free reprints.<br />
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Reference (i) Book : Khan, M. Y. (1997), Financial Services, Tata McGraw-Hill<br />
Publishing Co., New Delhi, p. 56.<br />
(ii) Journal: Gray, S. J. and Street, D. L. (2001), "Acceptance and<br />
Observance of International Accounting Standards : Prospects and<br />
Problems", Indian Accounting Review, June, pp. 4-6.<br />
(iii) Website : www.wto.org.<br />
Tables and Figures Table description in Title case Bold, Normal, Times New Roman, Left<br />
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VOL. 13 MARCH, 2008<br />
Vidyasagar University Journal of Commerce<br />
OTHER PARTICULARS ABOUT <strong>JOURNAL</strong><br />
Printer's Name<br />
Nationality<br />
Address<br />
Place of Publication<br />
Periodicity of Publication<br />
Publisher's Name<br />
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Address<br />
Name of the Editor-in-Chief<br />
Nationality<br />
Address<br />
Prof. Arindam Gupta<br />
Indian<br />
Department of Commerce with<br />
Farm Management,<br />
Vidyasagar University,<br />
Midnapore,<br />
Pin - 721102.<br />
Midnapore, W.B., India<br />
Annual<br />
Dr. Ranajit Dhar<br />
Indian<br />
Registrar,<br />
Vidyasagar University,<br />
Midnapore,<br />
Pin - 721102.<br />
Prof. Kartick Chandra Paul<br />
Indian<br />
Department of Commerce with<br />
Farm Management,<br />
Vidyasagar University,<br />
Midnapore,<br />
Pin - 721102.<br />
I, Dr. Ranajit Dhar, hereby declare that the particulars given above are true to the best<br />
of my knowledge and belief.<br />
(Sd/-) Dr. Ranajit Dhar<br />
Signature of Publisher<br />
Printed in India by Prof. Arindam Gupta at Mithu Enterprise, Post Office Road,<br />
Midnapore - 721102 and Published by the Registrar on behalf of the<br />
Department of Commerce with Farm Management, Vidyasagar University,<br />
Midnapore, Pin-721102, West Bengal, India.<br />
ISSN 0973–5917<br />
Price : Rs.50 (for Institutions)<br />
: Rs.30 (for Individuals)<br />
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