SEBI wants companies to disclose 'relevant' risk factors

A SEBI panel has suggested that a comprehensive review was required for the disclosure requirements in the offer documents, which are filed by the companies before sale of their shares to public investors

New Delhi: Capital market watchdog Securities and Exchange Board of India (SEBI) is considering a new set of regulations for disclosure of only relevant risk factors by the companies in a format that is easy-to-understand for the investors, reports PTI.

Besides, the regulator is also planning changes in norms to bring in more clarity in the disclosure of 'related party transactions' and litigations faced by companies.

The ‘related party transactions’ are those that a company enters into with its senior management personnel, promoters and associate entities, among others.

SEBI is concerned over the current practice of companies overloading investors with bulky documents of risk factors that are general in nature, but disguising even business- specific risks as ones having generic consequences, a senior official said.

As per the current regulations, all the companies—either already listed or seeking a listing on stock exchanges—are required to make disclosures about 'risk factors' for them as also the sectors that they operate in.

However, the regulations provide only a broad guideline for such disclosures and SEBI has come across numerous cases of abuse of the existing framework.

A SEBI panel has suggested that a comprehensive review was required for the disclosure requirements in the offer documents, which are filed by the companies before sale of their shares to public investors.

SEBI recently made changes in its norms for the format and contents of the public offer applications and abridged prospectus filed by companies. The changes would be now made in the norms for full offer documents.

It would also study the practices in various global jurisdictions before taking the final call, the official added.

The panel observed that the companies now tend to disclose all conceivable risks and details of litigations, irrespective of their actual materiality, or sometimes extend a specific risk to include generic consequences, thus compromising on clarity and accuracy of risks involved.

Subsequently, it has been proposed SEBI issue certain guiding principles to supplement the relevant regulations on these areas.

Besides, the committee also opined that there was a need to examine the disclosures that should be made with respect to Related Party Transactions.


Being world’s ‘largest’ democracy is not enough

India is in an advantageous position to assume greater global role provided she first conquers her inner conflicts like rampant corruption in high places and a callous, unresponsive and unaccountable administration

Every Indian feels proud when someone describes India as the world’s largest democracy! Life of aam admi in India would be largely different if the focal point of our pride were the quality of democracy rather than the quantity of its population. Hubris over the ‘largeness’ of our population which at best goes to highlight the virility of India’s men and fertility of her women is, therefore, somewhat misplaced. What has ‘democracy’ got to do with it? In the absence of ‘quality’, the value of ‘quantity’ is as meaningless as the abundance of water at high seas where the thirsty voyagers do not find a drop to drink. Rather than boasting about our numbers, there could have been more appropriate reasons to trigger mass euphoria, like quality of governance—better health, freedom from starvation, security against terror blasts, efficient service delivery system, people friendly administration and so on. That humble aspiration of the Indian masses, however, has been sadly belied by the politico-bureaucratic nexus that has firmly rooted itself in India’s governing systems.

There are glaring structural flaws in the world’s largest democracy as its ground application manifests in many ways. Ministers and bureaucrats have devised innovative escape routes and nearly always get away with omissions and commissions, which in a truly responsive democracy would be severely dealt with. While there has been widespread public disgust against poor service delivery mechanism in government offices, our bureaucrats have displayed their skills in working out machinations that would blunt any tool of honesty and efficiency. There are leaders who are still a source of hope for the masses but the number of those who generate mass despair and disgust is increasing shamefully.

Here is a snap test to confirm this. What kind of emotions do names like these evoke in your mind: Buta Singh, Sharad Pawar, Shibu Soren, Ajit Singh, Mulayam Singh, Amar Singh, Lalu Prasad Yadav, Mayawati, Bhajan Lal, Sukh Ram, Karunanidhi, Jayalalitha, and Yeddyurappa…? Much has been already written about those who are already in Tihar Jail and those on their way to it. They have ushered in a peculiar brand of politics unknown in other democracies of the world. Now think of the risks such a scenario poses when India is critically poised to leap into more responsible and powerful leadership roles at global level.

As is amply established by the endless scams involving high-profile ministers and their caucus, it is not odd cases of corruption but the entire governance on a decadent path and needs immediate cure. The contamination has spread infecting all limbs and vital organs of the country including judiciary and the armed forces. It is essential to examine the hows and whys of this decay making inroads into our systems. Let’s accept the fundamental principle—leadership is the nation’s fountainhead, and whatever flows from it, good or evil, shall spread all over. Bottom-level corruption and callousness cannot survive the thrust of good policies and actions from the top. In fact, right now a couple of Indian states are already setting new standards of good governance and a responsive democracy infusing hope in place of despair.

How far have we come in redeeming dreams of the founding fathers of our Constitution wherein the preamble itself is an expression of the aam admi’s aspirations (“WE, THE PEOPLE OF INDIA, having solemnly resolved … and do hereby adopt, enact and give to ourselves this Constitution”)? Here are some ground realities that showcase the working of India’s democracy today:

No recruitment in a government job is possible without favourable character verification from the local police station, which must state that the applicant has never been involved in any incriminating activity and has a clean personal record. An adverse comment from the police will mean rejection of the potential Babu, constable or soldier. The law of the land, however, mellows down considerably for our leaders, as their character credentials do not seem to matter even as they would boss over the clean record holders and lead the country. There are 162 MPs in the current Lok Sabha who are facing charges for legal offences, some as serious as robbery, murder and rape. As we watch, more politicians including ministers are being added to this number. Besides the public outcry, look at who all have been crying for action:

  •  The Law Commission of India in its 166th Report dated 4 February 1999 recommended ‘forfeiture’ of illegally acquired property of politicians and other public servants. The Commission also drafted and sent ‘The Corrupt Public Servants (Forfeiture of Property) Bill’ to the law minister. No action in 12 years!
  • Four Chief Election Commissioners have consecutively and persistently recommended enactment of a law to debar and disqualify the corrupt and criminal candidates from seeking election to the Parliament, State legislatures and other public bodies. The government and our political parties are all in a synchronous mute mode on this issue.
  •  The Administrative Reforms Commission constituted by the Unnited Progressive Alliance (UPA) 1 and chaired by Veerappa Moily who was himself the law minister till recently also gave voice to the above two proposals and recommended appropriate enactment besides institutionalisation of an effective Lokpal in its 4th Report titled ‘Ethics in Governance’ in January 2007. Yet, India awaits arrival of ‘ethics in governance.’
  • The least that the courts can do is to put the cases of tainted MPs/MLAs on a fast track setting a time limit by which the case must be led to its conclusion. Also, the charge-sheeted members should remain ‘suspended’ until absolved of the charges by the court on the same lines as is done for the government officers. Yet, most of them find more comfort in prolonging the cases than expediting. Why?
  •  The much discussed Lokpal Bill has been now introduced for the ninth time in Parliament, though the public demand for the same has been raging for over 42 years. The government has been driven to act only after Anna Hazare’s fast roused unprecedented public ire over the rising corruption in high places. Yet, the air is thick with suspicions about the political intent on institutionalising an effective Lokpal.

In sharp contrast to historic delays and inaction on bills that could significantly change lives of the Indian masses, Bills seeking salary hikes and perks of MPs by as much as 200% (from Rs16,000 to Rs50,000 plus 15 types of perks that add to an MP’s annual package of Rs45 lakh) are passed unanimously in a day without much debate. And, almost at the same time the Planning Commission adds insult to the injury of the suffering masses by declaring that those spending an amount of Rs32 and Rs26 per day in urban and rural areas, respectively, are no longer poor! Whereas India’s own official statistics peg India’s poverty between 37% (Tendulkar Committee) and 77% (National Commission for enterprises in the unorganised sector), there are as many as 645 million Indians living in conditions akin or worse than the 410 million living in the 26 poorest African countries. How do our MPs plan to deliver these millions from misery to a liveable, if not respectable, life style vis-à-vis their own?

India is at a peculiar juncture today. The western world is grappling with economic downturn. Starting from India’s immediate west there is terror, turmoil and anarchy in most of West Asia and North Africa. In such difficult times, India is on a growth path and in  strategically advantageous position to assume greater global role to influence decision making in vital international affairs provided she first conquers her inner conflicts like rampant corruption in high places and a callous, unresponsive and unaccountable administration.

World’s ‘largest’ can be its ‘Greatest’ Democracy, if we can change course soon enough. Option is ours—we can either capture or lose the opportunity, for no opportunity waits for long.

(The writer is a military veteran who commanded an infantry battalion with many successes in counter-terrorist operations. He was also actively involved in numerous high-risk operations as second in command of the elite 51 Special Action Group of the National Security Guard (NSG.) He conducts leadership training and is the author of two bestsellers on leadership development that have also been translated into foreign languages).




5 years ago

Excellent article, but there's no danger of anyone in govt reading it, let alone acting on it. As to your contention that "India is on a growth path and in strategically advantageous position to assume greater global role to influence decision making in vital international affairs", I am sorry but India has missed the bus again by pursuing a foolish policy of increasing interest rates drastically to stifle its own economic growth and exports, without doing anything to curb inflation. Nowhere in the world will you find a more unambiguously single minded suicidal economic policy. May be this is because we have an economist at the helm.

Doing business in China: The pros and cons

The regulatory framework in emerging markets is either bad or nonexistent. In the World Bank’s annual report on the ease of doing business the highest BRIC is China which barely makes it into the top half of countries. Brazil is the only BRIC that makes it into the top half of Transparency International’s corruption index

We often expect leaders, professionals, and experts to know and understand the facts. The truth as to what is and what isn’t. Otherwise how could we expect them to make wise decisions? It is then both disturbing and profoundly unsettling to realize that they just accept the most common of assumptions as reality without question.
For example, Muhtar Kent, Coke’s chief executive spoke to the Financial Times about China. According to the article Mr Kent said that said “in many respects” it was easier doing business in China, which he likened to a well-managed company. “You have a one-stop-shop in terms of the Chinese foreign investment agency and local governments are fighting for investment with each other.” Fascinating.
What seems to have escaped Mr Kent is a process known to every con artist. In order to convince your mark to open their wallet, you have to gain their trust. You can do this by letting them win a few hands, by making it easy to play the game or promising large quick rewards. What the mark does not understand is that the game is not being played by the normal rules, but by ones that suit the con artist.
Mr Kent feels certain that Coke will make money in China because it is easy to do business. This has been true. In first half of this year, Coke sold more than one billion cases of its products in China which is double its sales five years ago. From Mr Kent’s perspective this market has great potential. What he seems to have ignored is that it has great risks.
Mr Kent’s entire product rests on a brand. Cola-flavoured sugar water is not hard to imitate. So without protection for his intellectual property his product becomes a commodity and the margins disappear.

In China they pirate intellectual property on a massive scale. Not just high-end Gucci bags, but just about anything that has a brand is being counterfeited. These include Michelin tyres, John Deere combines, Bubble Wrap, Tiffany jewellery, Nike and Timberland footwear, Marlboro cigarettes, Viagra, Colgate toothpaste, Kit Kat chocolates, Tide detergent, GM, Nissan, Ford, Mercedes car parts, mobile telephones, toys, clothing, industrial adhesives and even batteries.

Mr Kent also seems unconcerned about a country that routinely slanders foreign firms. Dell, General Mills, Lipton Teas, Colgate-Palmolive, and Sony all have been targeted. In one case China banned importing foods made by Schweppes, Unilever and Coke itself. These foods were tainted by an ingredient produced by a Chinese company that was only identified by foreigners.

It is not just Mr Kent who is making the mistake, but US Federal Reserve Chairman Ben Bernanke as well. Mr Bernanke suggested that the United States could learn from emerging markets. He pointed out that emerging market growth shows “the importance of disciplined fiscal policies, the benefits of open trade, the need to encourage private capital formation while undertaking necessary public investments, the high returns to education and to promoting technological advances, and the importance of a regulatory framework that encourages entrepreneurship and innovation while maintaining financial stability.” The question is exactly which emerging market did he have in mind?
The regulatory framework in emerging markets is either bad or nonexistent. In the World Bank’s annual report on the ease of doing business the highest BRIC is China which barely makes it into the top half of countries. Brazil is the only BRIC that makes it into the top half of Transparency International’s corruption index.
As to public investment, perhaps only China can be said to make any of those. Brazil has the world’s third-largest road network, but 88% of it is dirt. Traffic is a mess in almost any large city in an emerging market.
As to capital formation and entrepreneurship, senior executives are so unhappy about the Indian government’s painfully slow or inconsistent decision-making that they are focusing their investments on Africa or Latin America. China has consistently starved private firms of capital. Russian prime minister Putin suggested that anyone who starts a new business should be rewarded with a medal for bravery because of their willingness to take on the mass of paper work, poor rules and corrupt bureaucrats.
As to education, India’s vaunted outsourcing industry cannot find enough graduates with sufficient skills. As a percentage of gross domestic product (GDP), China spends less on education than Uganda. The once great Russian education system has been totally corrupted. Anything from school places to university degrees are available for a price.
Both Mr Kent and Mr Bernanke are powerful men. Perhaps what they really admire about some emerging markets is that decisions can be carried out without messy debate. But the point of the debate is to find truth, and that is the one thing that they themselves have ignored. Fortunately for investors, stupidity can be very profitable.

(The writer is president of Emerging Market Strategies and can be contacted at [email protected] or [email protected]).


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