1. Name the independent director of Tata Motors who was removed from the board of directors at an extraordinary general meeting. The meeting was called to favour the resolution moved by Tata Sons to remove him.





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MCQ-> Read carefully the four passages that follow and answer the questions given at the end of each passage:PASSAGE I The most important task is revitalizing the institution of independent directors. The independent directors of a company should be faithful fiduciaries protecting, the long-term interests of shareholders while ensuring fairness to employees, investor, customer, regulators, the government of the land and society. Unfortunately, very often, directors are chosen based of friendship and, sadly, pliability. Today, unfortunately, in the majority of cases, independence is only true on paper.The need of the hour is to strengthen the independence of the board. We have to put in place stringent standards for the independence of directors. The board should adopt global standards for director-independence, and should disclose how each independent director meets these standards. It is desirable to have a comprehensive report showing the names of the company employees of fellow board members who are related to each director on the board. This report should accompany the annual report of all listed companies. Another important step is to regularly assess the board members for performance. The assessment should focus on issues like competence, preparation, participation and contribution. Ideally, this evaluation should be performed by a third party. Underperforming directors should be allowed to leave at the end of their term in a gentle manner so that they do not lose face. Rather than being the rubber stamp of a company’s management policies, the board should become a true active partner of the management. For this, independent directors should be trained in their in their in roles and responsibilities. Independent directors should be trained on the business model and risk model of the company, on the governance practices, and the responsibilities of various committees of the board of the company. The board members should interact frequently with executives to understand operational issues. As part of the board meeting agenda, the independent directors should have a meeting among themselves without the management being present. The independent board members should periodically review the performance of the company’s CEO, the internal directors and the senior management. This has to be based on clearly defined objective criteria, and these criteria should be known to the CEO and other executive directors well before the start of the evolution period. Moreover, there should be a clearly laid down procedure for communicating the board’s review to the CEO and his/her team of executive directors. Managerial remuneration should be based on such reviews. Additionally, senior management compensation should be determined by the board in a manner that is fair to all stakeholders. We have to look at three important criteria in deciding managerial remuneration-fairness accountability and transparency. Fairness of compensation is determined by how employees and investors react to the compensation of the CEO. Accountability is enhanced by splitting the total compensation into a small fixed component and a large variable component. In other words, the CEO, other executive directors and the senior management should rise or fall with the fortunes of the company. The variable component should be linked to achieving the long-term objectives of the firm. Senior management compensation should be reviewed by the compensation committee of the board consisting of only the independent directors. This should be approved by the shareholders. It is important that no member of the internal management has a say in the compensation of the CEO, the internal board members or the senior management. The SEBI regulations and the CII code of conduct have been very helpful in enhancing the level of accountability of independent directors. The independent directors should decide voluntarily how they want to contribute to the company. Their performance should decide voluntarily how they want to contribute to the company. Their performance should be appraised through a peer evaluation process. Ideally, the compensation committee should decide on the compensation of each independent director based on such a performance appraisal. Auditing is another major area that needs reforms for effective corporate governance. An audit is the Independent examination of financial transactions of any entity to provide assurance to shareholder and other stakeholders that the financial statements are free of material misstatement. Auditors are qualified professionals appointed by the shareholders to report on the reliability of financial statements prepared by the management. Financial markets look to the auditor’s report for an independent opinion on the financial and risk situation of a company. We have to separate such auditing form other services. For a truly independent opinion, the auditing firm should not provide services that are perceived to be materially in conflict with the role of the auditor. These include investigations, consulting advice, sub contraction of operational activities normally undertaken by the management, due diligence on potential acquisitions or investments, advice on deal structuring, designing/implementing IT systems, bookkeeping, valuations and executive recruitment. Any departure from this practice should be approved by the audit committee in advance. Further, information on any such exceptions must be disclosed in the company’s quarterly and annual reports. To ensure the integrity of the audit team, it is desirable to rotate auditor partners. The lead audit partner and the audit partner responsible for reviewing a company’s audit must be rotated at least once every three to five years. This eliminates the possibility of the lead auditor and the company management getting into the kind of close, cozy relationship that results in lower objectivity in audit opinions. Further, a registered auditor should not audit a chief accounting office was associated with the auditing firm. It is best that members of the audit teams are prohibited from taking up employment in the audited corporations for at least a year after they have stopped being members of the audit team.A competent audit committee is essential to effectively oversee the financial accounting and reporting process. Hence, each member of the audit committee must be ‘financially literate’, further, at least one member of the audit committee, preferably the chairman, should be a financial expert-a person who has an understanding of financial statements and accounting rules, and has experience in auditing. The audit committee should establish procedures for the treatment of complaints received through anonymous submission by employees and whistleblowers. These complaints may be regarding questionable accounting or auditing issues, any harassment to an employee or any unethical practice in the company. The whistleblowers must be protected. Any related-party transaction should require prior approval by the audit committee, the full board and the shareholders if it is material. Related parties are those that are able to control or exercise significant influence. These include; parent- subsidiary relationships; entities under common control; individuals who, through ownership, have significant influence over the enterprise and close members of their families; and dey management personnel.Accounting standards provide a framework for preparation and presentation of financial statements and assist auditors in forming an opinion on the financial statements. However, today, accounting standards are issued by bodies comprising primarily of accountants. Therefore, accounting standards do not always keep pace with changes in the business environment. Hence, the accounting standards-setting body should include members drawn from the industry, the profession and regulatory bodies. This body should be independently funded. Currently, an independent oversight of the accounting profession does not exist. Hence, an independent body should be constituted to oversee the functioning of auditors for Independence, the quality of audit and professional competence. This body should comprise a "majority of non- practicing accountants to ensure independent oversight. To avoid any bias, the chairman of this body should not have practiced as an accountant during the preceding five years. Auditors of all public companies must register with this body. It should enforce compliance with the laws by auditors and should mandate that auditors must maintain audit working papers for at least seven years.To ensure the materiality of information, the CEO and CFO of the company should certify annual and quarterly reports. They should certify that the information in the reports fairly presents the financial condition and results of operations of the company, and that all material facts have been disclosed. Further, CEOs and CFOs should certify that they have established internal controls to ensure that all information relating to the operations of the company is freely available to the auditors and the audit committee. They should also certify that they have evaluated the effectiveness of these controls within ninety days prior to the report. False certifications by the CEO and CFO should be subject to significant criminal penalties (fines and imprisonment, if willful and knowing). If a company is required to restate its reports due to material non-compliance with the laws, the CEO and CFO must face severe punishment including loss of job and forfeiting bonuses or equity-based compensation received during the twelve months following the filing.The problem with the independent directors has been that: I. Their selection has been based upon their compatibility with the company management II. There has been lack of proper training and development to improve their skill set III. 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MCQ->Name the independent director of Tata Motors who was removed from the board of directors at an extraordinary general meeting. The meeting was called to favour the resolution moved by Tata Sons to remove him.....
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MCQ-> Read the following passage carefully and answer the question given below it. Certain words/phrases have been printed in bold to help you locate them while answering some of the questions. There was a country long time ago where the people would change a king every year. The person who would become the king had to agree to a contract that he would be sent to an island after one year of his being a king. One King had finished his term and it was time for him to go to the island and live there.The people dressed him up in expensive clothes and put him on an elephant and took him to around the cities to say goodbye to all the people. This was a moment of sadness for all kings who ruled for one year. After bidding farewell the people took the king to a remote island in a boat and left him there. On their way back they discovered a ship that had sunk just recently.They saw a young man who survived by holding on to a floating piece of wood. As they needed a new king, they picked up the young man and took him to their country. They requested him to be king for a year. First he refused but later he agreed to be the king. People told him about all the rules and regulations and about how he would be sent to an island after one year. After three days of being a king he asked the ministers if they could show him the island where all the other kings were sent. They agreed and took him to the island. The island was covered with a thick jungle and sounds of vicious animals were heard coming out of it. The king went a little bit further to check. Soon he discovered dead bodies of all the past kings.He understood that as soon as they were left on the island the wild animals had come and killed them. The king went back to the country and collected 100 strong workers. He took them to the island and instructed them to clean the jungle, remove all the deadly animals and cut down all excess trees. He would visit the island every month to see how the work was progressing. In the first month all the animals were removed and many trees were cut down. In the second month all the island were cleaned out. The king then told the workers to plant gardens in various parts of the island. He also took with himself useful animals like chickens, ducks, birds, goats,cows etc. In the third month he ordered the workers to build big house and docking stations for ships. Over the months the island turned into a beautiful place. The young king would wear simple clothes and spend very little from his earning as a king. He sent all the earnings to the island for storage.  When nine months passed like this the king called the ministers and told them “I know that I have go to the island after one year but I would like to go there right now. But the ministers didn’t agree to this and said that he had to wait for another three months to complete the year. Three months passed and now it was a full year. The people dressed up the young king and put on an elephant to take him around the country to say goodbye to others. However this king was unusually happy to leave the kingdom. People asked him "All the other kings would cry at this moment. Why is it that you are laughing?". He replied “Don’t you know what the wise people say? They say that when you come to this world as a baby you are crying and everyone else is smiling. Live such a life that when you die you will be smiling and everyone around you will be crying. I have lived that life. While all the other kings were lost into the luxuries of the kingdom, I always thought about the future and planned for it. I turned the deadly island into a beautiful abode for me where I can stay peacefully”.Why did the people of the kingdom change the king every year ?
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MCQ-> Read the following passage carefully and answer the questions given below it. Certain words/phrases have been printed in bold to help you locate them while answering some of the questions. Once upon a time, there lived a lion in a forest. A jackal, a crow and a wolf had developed friendship. They knew that the lion was the king of the forest and friendship with such a fierce creature would always help them. To meet their selfish ends, they started obeying and were always at the service of the lion. They didn’t have to make any efforts to search for their food, as the lion gave his leftover meals to them. Moreover, they became powerful as they were next to the king of the forest. One day, a camel, who came from some distant land, lost his way and entered the same forest where these friends lived. In the meantime, these three friends happened to pass the same way that the camel was wandering. When they saw the camel, they realized that he did not belong to their forest. The jackal suggested to his other two friends, “Let’s kill and eat him.” The wolf replied, “It is a big animal. We cannot kill him like this. I think, we should first inform our king about this camel.” The crow agreed with the wolf s idea. All of them went to meet the lion. On reaching the lion’s den, the jackal approached the lion and said, Your Majesty, an unknown camel has dared to enter your kingdom without your consent, Let’s kill him; he could make a nice meal.” The lion roared loudly on hearing this and said, ‘What are you saying ? The camel has come for refuge in ray kingdom. It is unethical to kill him. We should provide him the best shelter. Go and bring him to me,” All of them were dispirited to hear these words from the king. They unwillingly went to the camel and told him about the lion’s desire to meet him, The camel was scared about the strange offer. He thought that his end had come and in a little while he would become the lion’s meal. As he couldn’t even escape, he decided to meet the lion. The selfish friends escorted the camel to the lion’s den. The lion welcomed the camel warmly and assured him of a safe stay in the forest. The camel was totally amazed to hear the lion’s words. He happily started living with the jackal, the crow and the wolf. One day, when the lion was hunting for food, he had a struggle with a mighty elephant. The lion was badly injured in the struggle and became incapable of hunting for his food. Thus the lion had to sustain without food for days. Due to this, his friends too had to go hungry for days as they totally depended on the lion’s kill for their food. But the camel was satisfied grazing around in the forest. All the three friends were worried and discussed the matter among them, As the jackal, the crow and the wolf had set their evil eyes on the camel, they met once again and devised a plan to kill the camel. They went to the camel and said, “Dear Friend, you know our king has not eaten anything for many days now. He is unable to hunt due to his wounds and sickness. Under such circumstances, it becomes our duty to sacrifice ourselves to save the life of our king. Come with us, we will offer our bodies as food for him.” The camel didn’t understand their plan, but innocently nodded in favour of it. All of them approached the lion’s den. First of all, the crow came forward and said, “Your Majesty, I can’t see you like this. So please eat me.” The lion replied, “I would prefer to die than to perform such a sinful deed.” Then, the jackal came forward and said, “Your Majesty, crow’s body is too small for your appetite. I offer myself to you, as it is my duty to save your life.” The lion politely rejected the offer. As per the plan, now it was the wolf’s turn to offer himself to the king. So, the wolf came forward and said, “Your Majesty, jackal is quite small to gratify your hunger. I offer myself for this kind job, Please, kill me and appease your hunger.” But the Lion didn’t kill any of them. The camel, who was watching the whole scene felt reassured of his safety and also decided to go forward and complete the formality. He marched forward and said, “Your Majesty, why don’t you kill me ? You are my friend. Please allow me to offer you my body.” The lion found the offer quite appropriate as the camel himself had offered his body for food. The lion attacked the camel at once, ripped open his body and lore him into pieces. The lion and his friends feasted on the poor camel for days together.‘Why could the lion not hunt anymore ?
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