PREFACE

BBA is a stepping-stone to the management carrier and to develop good

manager it is necessary that the theoretical must be supplemented with exposure to the
real environment. Theoretical knowledge just provides the base and it’s not sufficient
to produce a good manager that’s why practical knowledge is needed. Therefore the
research product is an essential requirement for the student of BBA.

This research project not only helps the student to utilize his skills properly
learn field realities but also provides a chance to the organization to find our talent
among the building managers in the very beginning.

A project work is a mandatory requirement for the degree of BBA. In order to

achieve tangible, positive and concrete results, the classroom knowledge needs to be
effectively wedded to the realities of the situation existing outside the classroom. On
this analogy, the students of the management Punjab University are given research
project so that they can be trained in well effective manner. I have been given a
research project on “Corporate Governance in Banking Sector in India”. This
research project not only broadens horizons but also helps to grasp the various
inerrancies of the business. This project report reflects the knowledge and experience
gained by me during my project research.
 DECLARATION

I hereby affirm that the Project Report titled “Corporate Governance

Practices leading in IT Companies” is exclusively my own and there are no
collaborations. It does not contain any work for which a degree/ diploma has been
awarded by another university/ institute.

Project Guide
 ACKNOWLEDGEMENT

If words are considered as a symbol of token and appreciation then let words
play their heralding role of expressing my sincere gratitude and thanks.

Foremost of all I express my sincere gratitude to almighty for bestowing upon

me favours and keeping me in high spirit.

I am highly thankful to ……………………………………. . complete support.

I wish to express my deep gratitude to Miss …………………… for acting as a guide
and providing me with continuous support and guidance. This report could not have
been completed without the inputs and the words of advice from her for which I shall
always remain grateful to her.

I am highly thankful to all the people directly related and the students for being
cooperative without whose help this project would not have proven meaningful.
 CERTIFICATE

This is certify that the project entitled “Corporate Governance Practices

leading in IT Companies” embodies the work done carried our by ……………….
Herself under my supervision and that is worthy of consideration for evaluation.
 DECLARATION

I hereby affirm that the Project Report titled “Corporate Governance

Practices leading in IT Companies” is exclusively my own and there are no
collaboration. It does not contain any work for which a degree/ diploma has been
awarded my another university / institute.

Project Guide
CORPORATE GOVERNANCE PRACTICES IN
LEADING IT COMPANIES
CORPORATE GOVERNANCE:

The system of rules, practices and processes by which a company is directed and controlled.

Corporate governance essentially involves balancing the interests of the many stakeholders in

a company - these include its shareholders, management, customers, suppliers, financiers,

government and the community. Since corporate governance also provides the framework for

attaining a company's objectives, it encompasses practically every sphere of management,

from action plans and internal controls to performance measurement and corporate

disclosure.

Most companies strive to have a high level of corporate governance. These days, it is not
enough for a company to merely be profitable; it also needs to demonstrate good corporate
citizenship through environmental awareness, ethical behavior and sound corporate
governance practices.

Corporate governance broadly refers to the mechanisms, processes and relations by which
corporations are controlled and directed. A governance structure identify the distribution of
rights and responsibilities among different participants in the corporation (such as the board
of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders)
and includes the rules and procedures for making decisions in corporate affairs
“Corporate Governance is the acceptance by management of the inalienable rights of the
shareholders as the true owners of the corporation and of their own role as trustees on behalf
of the shareholders. It is about commitment to values, about ethical business conduct and
about making a distinction between personal and corporate funds in the Management of the
Company.”
-By N. R. Narayana Murthy, Committee on
Corporate Governance (SEBI).

Definitions

Corporate governance has also been more narrowly defined as "a system of law and sound
approaches by which corporations are directed and controlled focusing on the internal and
external corporate structures with the intention of monitoring the actions of management and
directors and thereby, mitigating agency risks which may stem from the misdeeds of
corporate officers."

Corporate governance framework:

Corporate governance is all about making mission, strategy , objectives and smart goals that
is to be achieved by the companies. It is defined as:

"a set of relationships between a company's management, its board, its shareholders and
other stakeholders. Corporate governance also provides the structure through which the
objectives of the company are set, and the means of attaining those objectives and monitoring
performance are determined. Good corporate governance should provide proper incentives
for the board and management to pursue objectives that are in the interests of the company
and shareholders, and should facilitate effective monitoring, thereby encouraging firms to
use recourses more efficiently."

Generally, Corporate Governance refers to practices by which organisations are controlled,

directed and governed. The fundamental concern of Corporate Governance is to ensure the
conditions whereby organisation's directors and managers act in the interest of the
organisation and its stakeholders and to ensure the means by which managers are held
accountable to capital providers for the use of assets. To achieve the objectives of ensuring
fair corporate governance, the Government of India has put in place a statutory framework.

Regulatory framework on corporate governance

The Indian statutory framework has, by and large, been in consonance with the international
best practices of corporate governance. Broadly speaking, the corporate governance
mechanism for companies in India is enumerated in the following enactments/ regulations/
guidelines/ listing agreement:

1. The Companies Act, 2013 inter alia contains provisions relating to board constitution,

board meetings, board processes, independent directors, general meetings, audit committees,
related party transactions, disclosure requirements in financial statements, etc.

2. Securities and Exchange Board of India (SEBI) Guidelines: SEBI is a regulatory

authority having jurisdiction over listed companies and which issues regulations, rules and
guidelines to companies to ensure protection of investors.

3. Standard Listing Agreement of Stock Exchanges: For companies whose shares are

listed on the stock exchanges.

4. Accounting Standards issued by the Institute of Chartered Accountants of India

(ICAI): ICAI is an autonomous body, which issues accounting standards providing
guidelines for disclosures of financial information. Section 129 of the New Companies
Act inter alia provides that the financial statements shall give a true and fair view of the state
of affairs of the company or companies, comply with the accounting standards notified under
s 133 of the New Companies Act. It is further provided that items contained in such financial
statements shall be in accordance with the accounting standards.

5. Secretarial Standards issued by the Institute of Company Secretaries of India

(ICSI): ICSI is an autonomous body, which issues secretarial standards in terms of the
provisions of the New Companies Act. So far, the ICSI has issued Secretarial Standard on
"Meetings of the Board of Directors" (SS-1) and Secretarial Standards on "General Meetings"
(SS-2). These Secretarial Standards have come into force w.e.f. July 1, 2015. Section 118(10)
of the New Companies Act provide that every company (other than one person company)
shall observe Secretarial Standards specified as such by the ICSI with respect to general and
board meetings.

Key legal framework for corporate governance in India

The Companies Act, 2013

The Government of India has recently notified Companies Act, 2013 ("New Companies
Act"), which replaces the erstwhile Companies Act, 1956. The New Act has greater emphasis
on corporate governance through the board and board processes. The New Act covers
corporate governance through its following provisions:

 New Companies Act introduces significant changes to the composition of the boards
of directors.
 Every company is required to appoint 1 (one) resident director on its board.
 Nominee directors shall no longer be treated as independent directors.
 Listed companies and specified classes of public companies are required to appoint
independent directors and women directors on their boards.
 New Companies Act for the first time codifies the duties of directors.
 Listed companies and certain other public companies shall be required to appoint at
least 1 (one) woman director on its board.
 New Companies Act mandates following committees to be constituted by the board
for prescribed class of companies:

o Audit committee
o Nomination and remuneration committee
o Stakeholders relationship committee
o Corporate social responsibility committee

Listing agreement – Applicable to the listed companies

SEBI has amended the Listing Agreement with effect from October 1, 2014 to align it with
New Companies Act.

Clause 49 of the Listing Agreement can be said to be a bold initiative towards strengthening
corporate governance amongst the listed companies. This Clause intends to put a check over
the activities of companies in order to save the interest of the shareholders. Broadly, cl 49
provides for the following:

1. Board of Directors

The Board of Directors shall comprise of such number of minimum independent directors, as
prescribed. In case where the Chairman of the Board is a non-executive director, at least one-
third of the Board shall comprise of independent directors and where the Chairman of the
Board is an executive director, at least half of the Board shall comprise of independent
directors. A relative of a promoter or an executive director shall not be regarded as an
independent director.

2. Audit Committee
The Audit Committee to be set up shall comprise of minimum three directors as members,
two-thirds of which shall be independent.

3. Disclosure Requirements

Periodical disclosures relating to the financial and commercial transactions, remuneration of

directors, etc, to ensure transparency.

4. CEO/ CFO Certification

To certify to the Board that they have reviewed the financial statements and the same are fair
and in compliance with the laws/ regulations and accept responsibility for internal control
systems.

5. Report and Compliance

A separate section in the annual report on compliance with Corporate Governance, quarterly
compliance report to stock exchange signed by the compliance officer or CEO, company to
disclose compliance with non-mandatory requirements in annual reports.

Principles of corporate governance:

Contemporary discussions of corporate governance tend to refer to principles raised in three
documents released since 1990: The Cadbury Report (UK, 1992), the Principles of Corporate
Governance (OECD, 1998 and 2004), the Sarbanes-Oxley Act of 2002 (US, 2002). The
Cadbury and Organisation for Economic Co-operation and Development (OECD) reports
present general principles around which businesses are expected to operate to assure proper
governance. The Sarbanes-Oxley Act, informally referred to as Sarbox or Sox, is an attempt
by the federal government in the United States to legislate several of the principles
recommended in the Cadbury and OECD reports.

 Rights and equitable treatment of shareholders: Organizations should respect the

rights of shareholders and help shareholders to exercise those rights. They can help
shareholders exercise their rights by openly and effectively communicating information
and by encouraging shareholders to participate in general meetings.
 Interests of other stakeholders: Organizations should recognize that they have legal,
contractual, social, and market driven obligations to non-shareholder stakeholders,
including employees, investors, creditors, suppliers, local communities, customers, and
policy makers.
 Role and responsibilities of the board: The board needs sufficient relevant skills and
understanding to review and challenge management performance. It also needs adequate
size and appropriate levels of independence and commitment.
 Integrity and ethical behaviour: Integrity should be a fundamental requirement in
choosing corporate officers and board members. Organizations should develop a code of
conduct for their directors and executives that promotes ethical and responsible decision
making.
 Disclosure and transparency: Organizations should clarify and make publicly known
the roles and responsibilities of board and management to provide stakeholders with a
level of accountability. They should also implement procedures to independently verify
and safeguard the integrity of the company's financial reporting.
IT COMPANIES:

 Information technology (IT) is the application of computers and telecommunication

equipment to store, retrieve, transmit and manipulate data often in the context of a
business or other enterprise.

The term is commonly used as a synonym for computers and computer networks, but it
also encompasses other information distribution technologies such as television and
telephones. Several industries are associated with information technology,
including computer hardware, software, electronic semiconductors, internet, telecom
equipment, engineering, healthcare, E- commerce and computer services.
Information technology is a modern phenomenon that has dramatically changed the daily
lives of individuals and businesses throughout the world. Information technologies (IT) are
vital to Company operations and leveraging information technology for business success is a
key to survival in the modern business world. Companies rely on IT for fast communications,
data processing and market intelligence. IT plays an integral role in every industry, helping
companies improve business processes, achieve cost efficiencies, drive revenue growth and
maintain a competitive advantage in the marketplace.

In short, they are the repositories for critical and sometimes highly proprietary corporate
information. The improper access to or the destruction of these resources will have serious
consequences for the Company. The strategic use of information technology can help
organizations increase their competitive advantage and make considerable improvements in
operating performance.

Developing a business strategy with an IT component that is aligned with business objectives,
and is supported by sound business justification, will enable organizations to improve
performance, increase productivity, and serve customers more effectively. It will also help
mitigate the risks involved with technology decisions.

There are certain IT companies discussed below and thus they play vital role these days:

1) TCS - Tata Consultancy Service

2)  Infosys
3)  Wipro
4)  HCL Technologies
5) Tech Mahindra etc.
1. Tata Consultancy Services
Tata Consultancy Services, founded in the year 1968 is headquartered in Mumbai, India.

Revenue: Rs. 64672.93 Crore

Net Profit: Rs. 18474.92 Crore

Market Capitalisation: Rs. 487919.14 Crore

Home to more than three lakh people TCS is placed among the most valuable ‘Big4’ IT
Service brand Worldwide. It has been the face of Indian IT Industry. TCS provides umbrella
of services to its customer some of which are Performance Management, Business Process
Service, Consulting, Enterprise Solutions, ion Small and Medium Enterprise, IT Services.
TCS Bancs, TCS Master Craft, TCS Technology Products are some of its well-known
software. TCS, leading the way for Indian IT firms has also made in the Top 100 Brand
Finance List in the USA. In the recent accolades TCS was ranked number 1 IT Service
provider for Manufacturing in Europe, Middle East and Africa by International Corporation
in 2014.

History

1968 to 2000

Tata Consultancy Services Limited was founded in 1968 by a division of Tata Sons
Limited. Its early contracts included punched card services to sister company TISCO
(now Tata Steel), working on an Inter-Branch Reconciliation System for the Central Bank of
India, and providing bureau services to Unit Trust of India.

In 1975, TCS conducted its first campus interviews, held at IISc, Bangalore and Mumbai.
The recruits comprised 12 Indian Institutes of Technology graduates and three IISc graduates,
who became the first TCS employees to enter a formal graduate trainee programme.

In 1979, TCS delivered an electronic depository and trading system called SECOM for
the Swiss company SIS SegaInterSettle (deutsch). TCS followed this up with System X for
the Canadian Depository System and automating the Johannesburg Stock Exchange. TCS
associated with a Swiss partner, TKS Teknosoft, which it later acquired.

In 1981, TCS established India's first dedicated software research and development centre,
the Tata Research Development and Design Centre (TRDDC) in Pune.
In 1985, TCS established India's first client-dedicated offshore development centre, set up for
clients Tandem. TCS later (1993) partnered with Canada-based software factory Integrity
Software Corp, which TCS later acquired.

In early the Indian IT outsourcing industry grew rapidly due to the Y2K bug and the launch
of a unified European currency, Euro. Tata Consultancy Services created the factory
model for Y2K conversion and developed software tools which automated the conversion
process and enabled third-party developer and client implementation.

2000 to present

On 25 August 2004, TCS became a publicly listed company.

In 2005, TCS became the first India-based IT services company to enter

the bioinformatics market.

In 2006, TCS designed an ERP system for the Indian Railway Catering and Tourism
Corporation.

In 2008, TCS's e-business activities were generating over US$500 million in annual
revenues.

In 2008, TCS undertook an internal restructuring exercise which aimed to increase the
company's ability.

TCS entered the small and medium enterprises market for the first time in 2011, with cloud-
based offerings. On the last trading day of 2011, TCS overtook RIL to achieve the highest
market capitalisation of any India-based company.

In the 2011/12 fiscal year, TCS achieved annual revenues of over US$10 billion for the first
time.

In May 2013, TCS was awarded a six-year contract worth over 1100 crores to provide
services to the Indian Department of Posts.

In 2013, TCS moved from the 13th position to 10th position in the League of top 10 global IT
services companies

In July 2014, TCS became the first Indian company to cross the Rs 5 lakh crore mark in
market capitalization.

In Jan 2015, TCS ends RIL's 23-year run as most profitable firm
Products and services

TCS and its 67 subsidiaries provide a wide range of information technology-related products

and services including application development, business process outsourcing, capacity
planning, consulting, enterprise software, hardware sizing, payment processing, software
management and technology education services. Its established software products are TCS
Bancs and TCS Master Craft.

Service lines

TCS' services are currently organised into the following service lines (percentage of total
TCS revenues in the 2012-13 fiscal year generated by each respective service line is shown in
parentheses):

 Application development and maintenance (43.80%) value;

 Asset leverage solutions (2.70%);
 Assurance services (7.70%);
 Business process outsourcing (12.50%);
 Consulting (2.00%);
 Engineering and Industrial services (4.60%);
 Enterprise solutions (15.20%); and
 IT infrastructure services (11.50%)

2) Infosys

Infosys, founded in the year 1981 has been headquartered in Bangalore, India.
 Revenue: Rs. 44341 Crore
 Net Profit: Rs. 10194 Crore
 Market Capitalisation: Rs. 221528.83 Crore

It is a home to more than 175000 people with many famous Indian personalities coming from
its structure like Mr. Narayan Murthy, Nandan Nilekani to name a few. It is a major
powerhouse that operates into business consulting, information technology, software
engineering and outsourcing services. Presently headed by Vishal Sikka, Infosys has signed
an MOU with local Chinese provincial to open first overseas campus in China. Infosys has
nearly 890 clients across 50 countries according to latest data known till 31st March, 2014. It
can boost of world’s largest corporate university in Mysore. It get ranked constantly in the
world’s top 20 most innovative companies list brought out by Forbes and green companies
ranking by Newsweek.

History

 Infosys was co-founded in 1981 by CEO Narayan Murthy, Nandan Nilekani, N. S.

Raghavan, S. Gopalakrishnan, S. D. Shibulal, K. Dinesh and Ashok Arora after they
resigned from Patni Computer Systems. The company was incorporated as "Infosys
Consultants Pvt Ltd." with a capital of ₹10,000 or US$1,250 (about $3,254 in 2016) in
Model Colony, Pune as the registered office. It signed its first client, Data Basics
 Corporation, in New York. In 1983, the company's corporate headquarters was relocated
from Pune to Bangalore.
 Change in name: The company changed its name to "Infosys Technologies Private
Limited" in April 1992 and to "Infosys Technologies Limited" when it became a public
limited company in June 1992. It was later renamed to "Infosys Limited" in June 2011.
 An initial public offer (IPO) in February 1993 with an offer price of 95 (equivalent
to ₹350 or US$5.20 in 2016) per share against book value of 20 (equivalent to 74 or
US$1.10 in 2016) per share. The Infosys IPO was under subscribed but it was "bailed
out" by US investment bank Morgan stanley which picked up 13% of equity at the offer
price. Its shares were listed in stock exchanges in June 1993 with trading opening
at ₹145 (equivalent to 530 or US$7.90 in 2016) per share.
 In October 1994, it made a private placement of 5,50,000 shares at ₹450 (equivalent
to 1,500 or US$23 in 2016) each against book value of 10 (equivalent to₹34 or 50¢ US in
2016) per share to Foreign Institutional Investors (FIIs), Financial Institutions (FIs) and
Corporates.
 In March 1999, it issued 2,070,000 ADSs (equivalent to 1,035,000 equity shares of par
value of ₹10 (equivalent to 24 or 35¢ US in 2016) each) at US$34 ($48.3 in 2016) per
ADS under the American Depositary Shares Program and the same were listed on
the NASDAQ National Market in US. The total issue amount wasUS$70.38 million.
 The share price surged to ₹8,100 (equivalent to 20,000 or US$290 in 2016) by 1999
making it the costliest share on the market at the time. At that time, Infosys was among
the 20 biggest companies by market capitalization on the NASDAQ.
 During July 2003, June 2005 and November 2006, it made secondary ADS issues
of US$294 ($378.19 in 2016) million, US$1.07 ($1.3 in 2016) billion
andUS$1.605 ($1.88 in 2016) billion respectively.
 In December 2002, Infosys transferred the listing of its American Depositary Shares
(ADS) from the NASDAQ to the NYSE.
 In July 2014, Infosys spun off a subsidiary, Edgeverve Systems Ltd., focusing on
enterprise software products for business operations, customer service, procurement and
commerce network domains.
 In August 2015, Finacle joins Edgeverve product portfolio.
 The credit rating of the company is A- (given by Standard & Poor's on 13-Dec-2013). In
February 2015, Infosys announced it would acquire the US automation technology
company Panaya for around $200 million.
Operations
 The Headquarters of Infosys is located in Bengaluru

 On 31 March 2015, Infosys had 950 clients across 50 countries.

 Infosys has a global footprint with offices and development centers across the world.
 In 2012, Infosys announced a new office in Milwaukee, Wisconsin to service Harley-
Davidson, being the 18th international office in the United States. Infosys hired 1,200
United States employees in 2011, and expanded the workforce by an additional 2,000
employees in 2012.

 Products and services

 It provides software development, maintenance and independent validation services to

companies in banking, finance, insurance, manufacturing and other domains.
 One of its known products is Finacle which is a universal banking solution with various
modules for retail and corporate banking.

3. Wipro:

 Wipro, founded in 1945 entered into the IT domain in the year 1980 and since then
has become one of the biggest IT Company in the world.

 Revenue: Rs. 38757.2 Crore

 Net Profit: Rs. 7387.4 Crore
 Market Capitalisation: Rs. 132380.73 Crore
 Headquartered in Bengaluru, India it is headed by Azim Premji, It was the first
software company to get SEI CMMI Level 5 back in 2002. It has been accredited with
many first in IT Industry like introducing Lean Management in Service Industry.
Home to more than 1 lakh 50 thousand people, Wipro Technologies Applying
Thoughts has leaded it to be one of the most preferred IT vendors. Cognitive Systems,
Smart Devices, Man-machine Interface are few of the future drivers it has been
focusing on. Wipro has been selected by DJSI as World Member for the fifth
consecutive year and is also recognised with prestigious Golden peacock Award 2014
in the category of ‘Innovative product/Service’ for Wipro’s Assure Health Solutions.

 History:

Early formative years

 The company was incorporated on 29 December 1945, in Mumbai by Mohamed

Premji as 'Western India Palm Refined Oil Limited', later abbreviated to 'Wipro'. It
was initially set up as a manufacturer of vegetable and refined oils in Mumbai,
Maharashtra, India under the trade names of Kisan, Sunflower and Camel. The
company logo still contains a sunflower to reflect products of the original business.
 In 1966, after Mohamed Premji’s death, his son Azim Premji returned home
from Stanford University and took over Wipro as its chairman at the age of 21.
 During the 1970s and 1980s, the company shifted its focus to new business
opportunities in the IT and computing industry, which was at a nascent stage in India
at the time. On 7 June 1977, the name of the company changed from Western India
Vegetable Products Limited, to Wipro Products Limited.
 The year 1980 marked the arrival of Wipro in the IT domain. In 1982, the name was
changed from Wipro Products Limited to Wipro Limited. Meanwhile, Wipro
continued to expand in the consumer products domain with the launch of "Ralak" a
tulsi-based family soap and "Wipro Jasmine", toilet soap.

1966–1992

 In 1988, Wipro diversified its product line into heavy-duty industrial cylinders and
mobile hydraulic cylinders. A joint venture company with the United States
‘General in the name of Wipro GE Medical Systems Pvt. Ltd. was set up in 1989 for
 the manufacture, sales, and service of diagnostic and imaging products. Later, in
1991, tipping systems and Eaton hydraulic products were launched. The Wipro Fluid
Power division, in 1992, developed expertise to offer standard hydraulic cylinders for
construction equipment and truck tipping systems. The market saw the launch of the
"Santoor" talcum powder and "Wipro Baby Soft" range of baby toiletries in 1990.

1994–2000

 In 1995, Wipro set up an overseas design centre, Odyssey 21, for undertaking projects
and product developments in advanced technologies for overseas clients. Wipro
InfoTech and Wipro Systems were amalgamated with Wipro in April that year. Five
of Wipro's manufacturing and development facilities secured the ISO 9001
certification during 1994–95. In 1999, Wipro acquired Wipro Acer. Wipro became a
more profitable, diversified corporation with new products such as the Wipro Super
Genius personal computers (PCs). In 1999, the product was the one Indian PC range
to obtain US-based National Software Testing Laboratory (NSTL) certification for the
Year 2000 (Y2K) compliance in hardware for all models.
 Wipro Limited joined hands with a global telecom major KPN (Royal Dutch telecom)
to form a joint venture company "Wipro Net Limited" to provide internet services in
India. The year 2000 was the year Wipro launched solutions for convergent networks
targeted at Internet and telecom solution providers in the names of Wipro OSS Smart
and Wipro WAP Smart. In the same year, Wipro got listed on New York Stock
Exchange. In early 2000 Wipro Vice Chairman Vivek Paul and Azim Premji
approached KPMG Consulting Vice Chairman Keyur Patel and CEO Rand Blazer to
form an mega-outsourcing joint venture between the two organizations.

2001–present

 In February 2002, Wipro became the first software technology and Services Company

in India to be certified for ISO 14001certification. Wipro also achieved ISO
9000 certification to become the first software company to get SEI CMM Level 5 in
2002. Wipro Consumer Care and Lighting Group entered the market of compact
fluorescent lamps, with the launch of a range of CFL, under the brand name of Wipro
Smartlite. As the company grew, a study revealed that Wipro was the fastest wealth
creator for 5 years (1997–2002). The same year witnessed the launch of Wipro’s own
laptops with Intel's Centrino mobile processor. Wipro also entered into an exclusive
 agreement with the owners of Chandrika for marketing of their soap in select states in
India. It set up a wholly owned subsidiary company viz. Wipro Consumer Care
Limited to manufacture consumer care and lighting products. In 2004 Wipro joined
the billion dollar club. It also partnered with Intel for i-shiksha. The year 2006 saw
Wipro acquire cMango Inc., a US-based technology infrastructure Consulting
firm Enabler, and a Europe-based retail solutions provider. In 2007, Wipro signed a
large deal with Lockheed Martin. It also entered into a definitive agreement to acquire
Oki Techno Centre Singapore Pte Ltd (OTCS) and signed an R&D partnership
contract with Nokia Siemens Networks in Germany. The year 2008 saw Wipro’s
foray into the clean energy business with Wipro Eco Energy. In April 2011, Wipro
signed an agreement with Science Applications International Corporation (SAIC) for
the acquisition of their global oil and gas information technology practice of the
commercial business services business unit. The year 2012 saw Wipro make its 17th
acquisition in IT business when it acquired Australian Trade Promotions Management
firm Promax Applications Group (PAG) for $35 million. Wipro is the No. 1 employer
of H-1B visa professionals in the United States in 2012.
 In 2012 Wipro Ltd. announced the demerger of its Consumer Care & Lighting (incl
Furniture business), Infrastructure Engineering (Hydraulics & Water business), and
Medical Diagnostic Product & Services business into a separate company to be named
Wipro Enterprises Ltd. Wipro's scheme of arrangement for demerger turned effective
from 31 March 2013.

4. HCL Technologies

HCL Technologies, founded in the year in 1976 by Mr. Shiv Nadar is headquartered in
Noida, India.
Revenue: Rs. 16497.37 Crore

Net Profit: Rs. 5984.62 Crore

Market Capitalisation: Rs. 129933.28 Crore

HCL has offices in around 35 countries globally and is home to hundred thousand people.
Various business lines in which HCL has its presence are Business Services, Custom
Application Services, Engineering R&D, Enterprise Transformation Services and IT
Infrastructure Management Services. As part of their growth strategy they have alliances with
nearly 100 companies in various technological areas which act as a mutual beneficial
experience. Their global strategic alliances covers 360 degree relationships across multiple
geographies and industry verticals. It has been rated as a leader in IDC SAP Marketplace,
Cloud Services Marketplace.

HISTORY

Formation and early years

HCL Technologies is one of the four companies under HCL Corporation, the second
company being HCL Infosystems. In February, 2014 HCL forayed into healthcare with the
launch of a new venture, HCL Healthcare. HCL TalentCare is the fourth and latest venture of
HCL Corporation.

HCL Technologies began as the R&D Division of HCL Enterprise, a company which was a
major contributor in the development and growth of the IT and computer industry in India.
HCL Enterprise like the most delivered several firsts – an indigenous microcomputer in
1978, a Relational Database Management System (RDBMS), a networking OS and a client-
server architecture in 1983, and a fine-grained multiprocessor UNIX installation in 1989. On
12 November 1991, HCL Technologies was spun off as a separate unit to mark the
company’s arrival in the software services arena.

HCL Technologies was originally incorporated as HCL Overseas Limited. The name was
changed to HCL Consulting Limited on 14 July 1994. On 6 October 1999, the company was
renamed as ‘HCL Technologies Limited’ for a better reflection of its activities.

The period between 1991 and 1999 saw the company expand its software development
capacities, building one of the largest set-ups in India. It was also around this time that the
company spread its operations to the US, European and APAC markets.

IPO and subsequent expansion

Following the rebranding as ‘HCL Technologies Limited’, the company went public on 10
November 1999, with an issue of 14.2 million shares, valued at 4 each. During 2000, the
company set up a dedicated offshore development center in Chennai, India, for KLA-Tencor
Corporation. In 2002, it acquired Gulf Computers Inc., USA, as a part of its expansion drive.

Operations
The company operates in 32 countries across the globe, including its headquarters
in Noida, Uttar Pradesh, India. In the APAC and EMEA, it has establishments in Australia,
China, Hong Kong, India, Indonesia, Israel, Japan, Malaysia, New Zealand, Saudi Arabia,
Singapore, South Africa, United Arab Emirates and Qatar. In Europe it covers Belgium,
Czech Republic, Denmark, Estonia, Finland, France, Germany, Italy, Netherlands, Norway,
Poland, Sweden, Switzerland and the United Kingdom. In the Americas, the company has
offices in Brazil, Mexico, Puerto Rico and the United States.

Business lines

1. Applications Services: This division delivers integrated transformation services for

the applications portfolio of companies in consumer, manufacturing, life sciences,
healthcare, public, and financial services domains.
2. Business Services: The division provides Next-Gen BPO services across industries. It
consists of a team of 14,000 professionals, operating out of delivery centers spread
 across India, USA, Europe, Ireland, UK, Latin America and the Philippines. The
company uses its integrated global delivery model to ensure seamless operations
across geographies. It has also launched EFaaS (Enterprise Functions as a Service),
aimed at transforming enterprise functions while driving significant savings on the
total cost of operations.
3. Engineering and R&D Services (ERS): This division is focused on providing
comprehensive engineering and R&D services and solutions in hardware and
software product engineering across industry verticals with targets areas like Internet
of Things(IOT), Big Data Analytics, Social Media, Digitalization and Product
Intelligence.

Corporate social responsibility

Community initiatives

Power of One

Power of One is an employee-driven, management supported initiative that focuses on

transforming social projects and activities.  As a part of this initiative, the company has
undertaken:

 Project Samudhay, which involves adopting 100 villages and driving transformation in
five areas — water, women's welfare, education, health and malnutrition, and sanitation.
 Association with Udayan Ghar and over 55 other NGOs, to promote all-round
community development and growth.

Additionally, since 2006, the company has been conducting a series of monthly and biennial
concerts to provide a platform for upcoming young Indian classical artists to showcase their
talent.

Environment initiatives

Go Green

HCL runs a multi-layered program Go Green, as a part of its continued sustainability

initiatives. This covers green processes across facilities, and in the areas of travel, IT and
events. The company has designed and developed a comprehensive Green Edge sustainability
framework to address challenges specific to the needs of manufacturing industries.
In addition, it is also:

 the first Indian ICT manufacturer to launch RoHS compliant laptops.

 the first to launch a PVC & BFR free laptop in India.
 the first Indian company to offer Antimony and Beryllium free laptop.
 the first Indian ICT company to initiate a green bag Campaign and voluntarily recycle the
accumulated e-waste in an environmentally friendly manner.
 an active member of India Council for Sustainable Development (ICSD).
 one of the strategic partners of the World Economic Forum (WEF), contributing to
WEF's Strategy and Government Affairs meetings on the contribution of the Information
and communications industry to managing climate change.
5. Tech Mahindra

Tech Mahindra, founded in the year 1986 is headquartered in Pune, India.

Revenue: Rs. 16295.1 Crore

Net Profit: Rs. 2685.5 Crore

Market Capitalisation: Rs. 58621.88 Crore

It is home to nearly 98000 people and has its presence across 51 countries with CP Gurnani
as its Present CEO. It is SEI CMMi Level 5.OrderFix, mEMS, Socio, Tecnico, OrderVu are
various platforms which Tech Mahindra expertise into. Solutions and Services Provided by
Tech Mahindra includes Consulting, Enterprise Business Solutions, Mobility and Integrated
Engineering Solutions, Product Life Cycle Management. With Anand Mahindra as it
Chairman, the company is under a safe and ethical business person who shall leave no stone
unturned to take the companies to more glorious heights. It is recipient of various awards
with the important ones being Golden Peacock Award, Leader in Excellence in IT etc.

Foundation

Mahindra & Mahindra started a joint venture with British Telecom in 1986 as a technology

outsourcing firm. British Telecom initially had around 30 percent stake in the Tech Mahindra
company. In December 2010, British Telecom sold 5.5 per cent of its stake in Tech Mahindra
to Mahindra & Mahindra for Rs 451 crore. In August 2012, British Telecom sold 14.1 per
cent of its stake to institutional investors for about Rs 1,395 crore. In December 2012, British
Telecom sold its remaining 9.1 per cent (11.6 million shares) shareholding to institutional
investors for a total gross cash proceeds of Rs 1,011.4 crore. This sale marked the exit of
British Telecom from Tech Mahindra.

Acquisition of Satyam Computer Services Ltd.

After the Satyam scandal of 2008-09 Tech Mahindra bid for Satyam Computer Services, and
emerged as a top bidder with an offer of Rs 58.90 a share for a 31 per cent stake in the
company, beating a strong rival Larsen & Toubro. After evaluating the bids, the government-
appointed board of Satyam Computer announced on 13 April 2009: "its Board of Directors
has selected Venturbay Consultants Private Limited, a subsidiary controlled by Tech
Mahindra Limited as the highest bidder to acquire a controlling stake in the Company,
subject to the approval of the Hon'ble Company Law Board." Through a subsidiary, it has
emerged victorious in Satyam sell-off, a company probably two times its size in number of
people. This was one of the largest merger deals in India's tech industry.

Merger with Mahindra Satyam

Tech Mahindra announced its merger with Mahindra Satyam on March 21, 2012, after the
board of two companies gave the approval,to build a 2.5-billion $ IT Company in India. The
two firms had received the go-ahead for merger from theBombay Stock Exchange and
the National Stock Exchange. On June 11, 2013, Andhra Pradesh High Court gave its
approval for the merger of Mahindra Satyam with Tech Mahindra,after Bombay high court
already gave its approval. Vineet Nayyar said that technical approvals from the Registrar of
Companies(RoC) in Andhra Pradesh and Maharashtra are required which will be done in two
to four weeks,and within 8 weeks,new merged entity will be in place,a new organisation chart
would also come into force led by Anand Mahindra as Chairman, Vineet Nayyar as Vice
Chairman and C. P. Gurnani as the CEO and Managing Director. On June 25, 2013,Tech
Mahindra announced completion of Mahindra Satyam's merger with itself to create nation's
fifth largest software services company with a turnover of USD 2.7 billion. Tech Mahindra
got the approval from the registrar of companies for the merger late in the night at 11:45 pm
on June 24, 2013. July 5, 2013 has been determined as record date on which the Satyam
Computer Services ('Mahindra Satyam') shares will be swapped for Tech Mahindra shares
under the approved scheme, which was approved by both the boards. Mahindra
Satyam (Satyam Computer Services), was suspended from trading with effect from July 4,
2013, following its merger with Tech Mahindra. Tech Mahindra completed share swap and
allocated its shares to the shareholders of Satyam Computer Services on July 12, 2013. 

History

 1986 - Created as a joint venture of Mahindra & Mahindra and British

Telecommunications (later BT Group).
 1993 - Incorporation of MBT International Inc., the first overseas subsidiary
 1994 - Awarded the ISO 9001 certification by BVQI
 1995 - Established the UK branch office
 2001 - Incorporated MBT GmbH, Germany incorporated. Re-certified to ISO
9001:1994 by BVQI
 2002 - Assessed at Level 2 of SEI CMM by KPMG. Incorporated MBT Software
Technologies Pte. Limited, Singapore
 2005 - Merged MBT with Axes Technologies (India) Private Limited, including its US
and Singapore subsidiaries. Assessed at Level 3 of SEI CMMI by KPMG
 2006 - Name changed to Tech Mahindra Limited. Assessed at Level 4 of SEI People-
CMM (P-CMM) by QAI India. Raised Rs46.5 million ($1 million) from a hugely
successful IPO to build a new facility in Pune, to house about 9,000 staff. Formed a JV
with Motorola Inc. under the name CanvasM.
 2007 - Acquired iPolicy Networks Private Limited. Launched the Tech M Foundation to
address the needs of the underprivileged in our society. Assessed at Level 5 of SEI
CMMI by KPMG
 2009 - Tech M wins bid for fraud-hit Satyam Computer Services at Rs 58.90 per share
outdoing Larsen & Toubro, the other player in the fray, which bid at Rs 45.90. Rebrands
the company to Mahindra Satyam.
 2012 - Tech Mahindra acquires Hutchison Global Services for $87.1 million
 2012 - Tech Mahindra buys 51% stake in Comviva
 2012 - Tech Mahindra acquires vCustomer BPO for $27 million
 2013 - Tech Mahindra acquires Sweden-based Type Approval Lab. The lab was part of
Sony Mobile Communication's internal test function and after acquisition it has become
first European test lab of Tech Mahindra.
 2013 - On June 25, Tech Mahindra and Mahindra Satyam merging process completed
and the name of the parent company was retained for the merged entity with a new logo
and motto.
 2014 - Tech Mahindra acquires Lightbridge Communications Corporation (LCC), the
largest independent telecom services company in the world with local presence in over 50
countries
 2015 - Tech Mahindra acquires SOFGEN Holdings, a 450-employee Swiss IT firm
serving the financial services industry
 2015 - Tech Mahindra purchases a controlling stake in Pininfarina S.p.A., an Italian
brand in automotive and industrial design
 2015 - Tech Mahindra announces launch its Automation Framework AQT (Automation,
Quality, Time)

CORPORATE GOVERNANCE PRACTICES IN ABOVE MENTIONED

IT COMPANIES
Corporate governance plays an important role. The below mentioned are the IT companies
that follow corporate governance practices:

Corporate Governance Practices in Tata Consultancy Services

 Being a part of the 144-year old Tata group, which epitomizes sustainability, we, at TCS,
have inherited a strong legacy of fair, transparent and ethical governance, as embodied in
the Tata Code of Conduct.
 This is aligned with the ten principles articulated in the UN Global Compact to which
TCS is a signatory. The Tata group's Tata Business Excellence Model (TBEM) embodies
sustainability as a key aspect for measuring business excellence for group companies, and
the results of this are highlighted at the board level. TCS is on the Steering and Working
Committees of the Climate Change Group within Tata Quality Management Services
(TQMS), which drives sustainability guidelines for the group.
 The CEO oversees the company’s sustainability strategy and reports on the initiatives and
progress at the board meetings. A Sustainability Council has been set up to oversee the
implementation of our sustainability strategy. The council is led by the head of corporate
sustainability and reports to the CEO & MD and the Board of Directors.  

 It comprises the heads of internal IT, HSE, Administration, CSR, Infrastructure Planning
Department, Eco-sustainability Services and Human Resources. The goals are determined
by the senior management in line with the company’s overall sustainability objectives and
the performance against these goals.

Corporate Governance Practices in Infosys

 “Corporate governance is about maintaining an appropriate balance of accountability

between three key players: the corporation's owners, the directors whom the owners
elect, and the managers whom the directors select. Accountability requires not only
good transparency, but also an effective means to take action for poor performance or
bad decisions.”

Mary L. Schapiro, Chairperson, Securities and Exchange Commission, USA, Address to

Transatlantic Corporate Governance Dialogue – September 17, 2009.

 Corporate governance is about commitment to values and ethical business conduct. It

is about how an organization is managed. This includes its corporate and other
 structures, its culture, policies and the manner in which it deals with various
stakeholders.
 Timely and accurate disclosure of information regarding the financial situation,
performance, ownership and governance of the company is an important part of
corporate governance. This improves public understanding of the structure, activities
and policies of the organization. Consequently, the organization is able to attract
investors, and enhance the trust and confidence of the stakeholders.
 Corporate governance guidelines and best practices have evolved over a period of
time. The Cadbury Report on the financial aspects of corporate governance, published
in the United Kingdom in 1992, was a landmark. The Sarbanes-Oxley Act, which was
signed by the U.S. President, George W. Bush as a law in July 2002, has brought
about sweeping changes in financial reporting. This is perceived to be the most
significant change to federal securities law since the 1930s. Besides laying down the
standards for directors and auditors, the Act has also laid down new accountability
standards for security analysts and legal counsels.
 In India, the Confederation of Indian Industry (CII) took the lead in framing a
desirable code of corporate governance in April 1998. This was followed by the
recommendations of the Kumar Mangalam Birla Committee on Corporate
Governance. This committee was appointed by the Securities and Exchange Board of
India (SEBI). The recommendations were accepted by SEBI in December 1999, and
are now incorporated in Clause 49 of the Listing Agreement. Our compliance with
these various requirements is presented in this section. We fully comply with, and
indeed go beyond, all these recommendations on corporate governance.
 SEBI also instituted a committee under the chairmanship of N. R. Narayana Murthy
which recommended enhancements in corporate governance. SEBI has incorporated
the recommendations made by the Narayana Murthy Committee on Corporate
Governance in clause 49 of the Listing Agreement. The revised clause 49 was made
effective from January 1, 2006.
 During the year, the Ministry of Corporate Affairs, Government of India, published
the Corporate Governance Voluntary Guidelines 2009. These guidelines have been
published keeping in view the objective of encouraging the use of better practices
through voluntary adoption, which not only serve as a benchmark for the corporate
sector but also help them in achieving the highest standard of corporate governance.
These guidelines provide corporate India a framework to govern themselves
 voluntarily as per the highest standards of ethical and responsible conduct of business.
The Ministry hopes that adoption of these guidelines will also translate into a much
higher level of stakeholders' confidence that is crucial to ensuring long-term
sustainability and value generation by business.
 The sound corporate governance is critical to enhancing and retaining investor trust.
Accordingly, we always seek to ensure that we attain our performance goals with
integrity. Board exercises its fiduciary responsibilities in the widest sense of the term.

 The disclosures always seek to attain the best practices in international corporate
governance and also endeavour to enhance long-term shareholder value and respect
minority rights in all our business decisions.
 Corporate governance philosophy is based on the following principles:

 Satisfy the spirit of the law and not just the letter of the law. Corporate governance
standards should go beyond the law
 Be transparent and maintain a high degree of disclosure levels. When in doubt,
disclose
 Make a clear distinction between personal conveniences and corporate resources
 Communicate externally, in a truthful manner, about how the Company is run
internally
 Comply with the laws in all the countries in which we operate
 Have a simple and transparent corporate structure driven solely by business needs.

CORPORATE GOVERNANCE OF WIPRO LIMITED

The following Corporate Guidelines have been adopted by the Board of Directors to assist the
Board in the exercise of its responsibilities. Corporate Governance is not a directive to be in
stone for all time; rather, it is an ongoing process. From time to time Wipro’s principle of
Corporate Governance will therefore be reviewed and if necessary amended in the light of
experience gained, the needs of the day, the law, and national and international standards.

 Efficient corporate governance requires a clear understanding of the respective roles

of the Board and of senior management and their relationships with others in the
corporate structure. The relationships of the Board and management shall be
characterized by sincerity; their relationships with employees shall be characterized
 by fairness; their relationships with the communities in which they operate shall be
characterized by good citizenship; and their relationships with government shall be
characterized by a commitment to compliance.
 Senior management, led by the Chairman and Managing Director, is responsible for
running the day to day operations of the corporation and properly informing the Board
of the status of such operations. Management’s responsibilities include strategic
planning, risk management, financial reporting and compliance.
 The Board of Directors has the important role of overseeing management
performance on behalf of stockholders. Stockholders necessarily have little voice in
the day to day management of corporate operations, but have the right to elect
representatives (Directors) to look out for their interests and to receive the information
they need to make investment and voting decisions.
 Over the last few years, the Board of Directors of our Company has from time to time
developed corporate governance practices to enable the Directors to effectively and
efficiently discharge their responsibilities individually and collectively to the
shareholders of the Company in the areas of :
1. fiduciary duties
2. oversight of the Management
3. evaluation of the Management performance
4. support and guidance in shaping company policies and business strategies
 An attempt has been made here in these guidelines to capture and codify in one place
these corporate governance practices. These guidelines will not only provide a
systematic and structured framework as to how it could review and evaluate the
Company’s performance in an independent manner but would also provide assurance
to the Directors in terms of their authority to oversee the Company’s management.

Board Governance and Nomination Committee meetings

The Board Governance and Nomination Committee shall at least be held at least four times a
year on the day preceding the date of every Board meeting. The Board Governance and
Nomination Committee meeting shall be attended by;

a. the members of the Board Governance and Nomination Committee

b. Chairman
c. Corporate Head of Human Resources
 d. Company Secretary
e. Such other invitees at the discretion of the Chairman of the Committee

The following information shall be disclosed in the Annual Report and Proxy Statement.

a. A reference to the website where the Board Governance and Nomination Committee
charter is posted and a brief overview of the functions and responsibility of the
Committee with its membership details.
b. Meeting the “independence” requirements by the members of the Board Governance
& Nomination committee as per NYSE listing standards
c. The process being followed by the Board Governance and Nomination Committee for
consideration and evaluation of directors.
d. Whether the Company pays any third party a fee to assist in the process or identifying
and evaluating candidates.
e. The process being followed by the Company for director nomination and election of
Directors who are nominated by the shareholders. Generally, nominations for election
of Directors can be made by shareholders in terms of statutory provisions. Company
shall endeavor to place such nominations for the approval of shareholders in
compliance with the legal requirements.
CORPORATE GOVERNANCE AT HCL

Good governance facilitates efficient, effective and entrepreneurial management that can
deliver stakeholders value over the longer term. It is about commitment to values and ethical
business conduct. It is a set of laws, regulations, processes and customs affecting the way a
company is directed, administrated, controlled or managed.

Good corporate governance underpins the success and integrity of the organizations,
institutions and markets. It is one of the essential pillar for building efficient and sustainable
environment.

Corporate Governance is based on the principles of integrity, fairness, equity, transparency,

accountability and commitment to values. Good governance practices stem from the culture
and mindset of the organization. Effectiveness of the Corporate Governance in our Company
depends on regular review, preferably regular independent review. As stakeholders across the
 globe evince keen interest in the practices and performance of companies, Corporate
Governance has emerged on the centre stage.

HCL Technologies - Philosophy on Code of Governance

 Satisfy the spirit of the law and not just the letter of the law. Corporate Governance
standards should go beyond the law.
 Be transparent and maintain a high degree of disclosures levels. When in doubt, disclose
it.
 Make a clear distinction between personal convenience and corporate resources.
 Communicate externally, in a truthful manner, about how the Company is run internally.
 Have a simple and transparent corporate structure driven solely by business needs.
 Comply with the laws in all the countries in which we operate.
 Management is the trustee of the shareholders’ capital and not the owner.

Corporate Governance – A Snapshot

Corporate Governance is prepared under Clause 49 of Listing Agreement with Indian Stock Exchanges.
Some of the important sections of the Corporate Governance are:

 Board of Directors
 Board Committees
 Code of Conduct
 Anti Bribery and Anti Corruption Policy
 Code for Prevention of Insider Trading
 Sexual Harassment Policy
 Whistle Blower Policy
 Investors Satisfaction Survey

Corporate Governance practices in Tech Mahindra:

Corporate governance is a reflection of the company’s culture, policies, relationship with stakeholders,
commitment to values and ethical business conduct. In the same spirit, timely and accurate disclosure of
information regarding the financial situation, performance, ownership and governance of the company is an
important part of corporate governance. Tech Mahindra benchmarks its corporate governance practices with
the best in the world.

Code of Conduct at Tech Mahindra

Ethical business conduct is critical to our business. Our Code of Conduct applies globally to ensure world-
wide integrity and consistency in corporate values and behavior.

Code of Conduct 

Whistle Blower Policy  

Anti-Corruption and Bribery Policy  

Anti-Sexual Harassment Policy 

Related Party Transactions Policy 

IPO Prospectus  

Memorandum & Articles of Association 

Fair Disclosure Policy 

Policy For Determining Material Subsidiaries 

Policy For Determination of Materiality For Disclosure of Events or Information 

Details Of KMPs and Executives Authorised to Determine Materiality of an Event or

Information  

Archival Policy 

Objectives of corporate governance in leading IT companies:

 Establishing Direction and Objectives

The board of directors is responsible for the overall direction and objectives of a
corporation. These individuals may work with the company's CEO to determine the
mission of the organization and ensure the strategic objectives that are pursued are in line
with the interests of the company's shareholders. While the board has final authority
regarding the company's direction or pursuits, the group can use feedback from senior
executives, middle management, front-line employees or consultants to craft new business
objectives or shift the direction in which the company is headed.

 Creating Policies

Another important objective of a company's board of directors is to set management

policies to which all employees must adhere. These policies may cover issues such as the
 implications and responsible institutions for corporate governance vary from country to country, and
experience from developed and transition countries shows that there is no universal framework for all
markets. Therefore the Principles are non-binding or obligatory, but voluntary in form of
recommendations, so every country can adapt and implement them in accordance with specific
circumstances of individual countries and regions, that is to individual tradition and market conditions.
In last few years corporate governance has become subject of the large interest in theory, as well as in
practice.

8) System by which company is directed or controlled:

Despite existence of many different approaches and definition of corporate governance, it can be broadly
defined as “basically the system by which companies are directed and controlled” (Cadbury, 1992).
More accurately, it is the framework by which interest of various stakeholders are balanced, or as stated
by the International Financial Organization (IFC) it „concerns the relationships among the management,
Board of Directors, controlling shareholders, minority shareholders and other stakeholders“ (IFC, 2005).
The Organization for Economic Co-operation and Development (OECD) also defines corporate
governance in its Principles of corporate governance „corporate governance involves a set of
relationships between a company’s management, its board, its shareholders and other stakeholders.

9) Structure through which objectives are set and achieved:

Corporate governance also provides the structure through which the objectives of the company are set,
and the means of attaining those objectives and monitoring performance are determined“ (OECD, 2004).
Structure of corporate governance determines distribution of rights and responsibilities between various
actors in company, such as boards, managers, shareholders and other stakeholders, and lays rules and
procedures for making corporate decisions. This way, it provides the structure through which the
objectives of the company are set, and the means of attaining those objectives and monitoring
performance are determined (OECD, 2004).

10) Enhancing integrity and efficiency of companies:

Good corporate governance plays a key role in enhancing integrity and efficiency of companies, as well as
financial markets in which company operates. Poor corporate governance weakens company's potential and
in worst care can open the way for financial difficulties and frauds.

Companies which follow the best practice of corporate governance usually raise capital easier and by
lower price and in long term are more profitable and competitive than companies that have poor
corporate governance. Companies that insist on the highest standards of governance reduce many
risks that arise from daily operations. Such companies are able, by better performance and returns, to
attract investors whose investments could help finance further growth and development.

11) Helps in determining scorecard analysis, NPM, EPS:

To determine the impact of level of implementation of corporate governance on performance of companies,

Scorecard analysis for corporate governance, net profit margin (NPM) and earnings per share (EPS) were
used. The structure of the Scorecard analysis contains the main criteria which are included in the standards
and recommendation of best practice of corporate governance, with the relevant set of questions for each
area. The structure of the Scorecard analysis consists of seven areas: commitment to corporate governance
principles, rights of shareholders, equal treatment of shareholders, and role of stakeholders in governance of
joint stock companies, publishing and transparency of information, role and responsibility of the boards and
audit and internal control system.

12) Target to attract investors and raise finance at lower price:

Shleifer and Vishny define corporate governance as “the ways in which suppliers of finance to corporations
assure themselves of getting a return of investment” (Shleifer and Vishny, 1997:2). Therefore, it is important
to find out whether the level of implementation of corporate governance is correlated with performance of
companies. If it is so, companies should follow the best practice of corporate governance to attract investors
and raise finance at lower price.

CHAPTER-2

Objectives of study

To study the attributes of good corporate governance.

To study the extent to which corporate governance in IT companies has accepted and implemented corporate
governance principles and norms.

To study the corporate governance practices in leading IT companies and knowing the norms and principles
being made.

To study the important parameters in improving corporate governance practices in India.

 CHAPTER-3

Research methodology

ThThe topic for the research study is corporate governance practices in leading IT companies and the nature of
the topic is theoretical and descriptive. So the conduct the research study the type of research suitable is
descriptive research only. The data are collected from IT companies. The descriptive research has met the
requirement of research study.
M Methodology for this project is obtained after collecting the reports of the companies like Infosys, Tech
Mahindra, HCL, Wipro etc.

Sources of Data
For the study secondary data is used. The secondary data collected from records of
the company, retailers and dealers. Apart from that, reports from companies are
also collected. Otherwise data can be collected on the following basis:
 PRIMARY DATA :
Primary data are information collected by a researcher specifically for a research assignment. In
other words, primary data are information that a company must gather because no one has compiled
and published the information in a forum accessible to the public. Companies generally take the time
and allocate the resources required to gather primary data only when a question, issue or problem
presents itself that is sufficiently important or unique that it warrants the expenditure necessary to
gather the primary data. Primary data are original in nature and directly related to the issue or
problem and current data. Primary data are the data which the researcher collects through various
methods like interviews, surveys, questionnaires etc.

 SECONDARY DATA

Secondary data are the data collected by a party not related to the research study but collected these
data for some other purpose and at different time in the past. If the researcher uses these data
then these become secondary data for the current users. These may be available in written, typed
or in electronic forms. A variety of secondary information sources is available to the researcher
gathering data on an industry, potential product applications and the market place. Secondary
 data is also used to gain initial insight into the research problem. Secondary data is classified in
terms of its source – either internal or external. Internal, or in-house data, is secondary
information acquired within the organization where research is being carried out. External
secondary data is obtained from outside sources

Research Methods

Experimental method is not found suitable for this study because the topic is a theoretical topic and
there is no need to have experiments. These two methods are explained below:

(a) Observation Method

Observation is a complex research method because it often requires the researcher to play a number
of roles and to use a number of techniques; including her/his five senses, to collect data. The
observer puts himself in the actual situation and watch carefully.
On the basis of his knowledge, skills and experience he collects the data without contacting the
respondents. The results of observation entirely depend on the talents of the researcher. This method
can be used only by expert persons in the research. Observation methods have been developed with
the objective of 'observing people in their natural setting - as they go about their everyday lives.
Observation methods can overcome some of the criticisms of quantitative research methods
(Validity, bias etc.) and can be useful when its subject can't provide information, or can only provide
inaccurate information. Out of available methods for collecting primary data, survey and observation
methods have been found suitable for the topic study. These have fulfilled the requirements for data
collection properly.

INSTRUMENTS USED FOR STUDY

1)Reports of IT companies:
The reports of leading IT companies were seen and studied. Corporate governance practices in those
companies and implementation of those practices was kept into notice and thus it was the main
tool used for data collection and doing the studies.
2)INTERNAL SOURCES :

 CORPORATE GOVERNANCE PRACTICES RECORDS IN IT COMPANIES: The

 data that is collected for the study of corporate governance practices in leadin IT companies
was from the records of IT companies.

 MEMBERS FEEDBACK: The feedback of different members was taken into consideration
in knowing the corporate governance practices and thus it was major source for data
collection for this study.
3)EXTERNAL SOURCES:

 LIBRARY: The study for this project and the main source for data collection was from
the college library and thus it helped us a lot in data collection as books, journals were
read and thus it was quiet helpful.

 INTERNET: The other source for data collection was from internet. The study was
done by reading the reports, slide shares of different authors and thus internet helped a
lot for collecting the data.

CHAPTER-4
FINDINGS
Corporate Governance Practices in Tata Consultancy Services

 The CEO oversees the company’s sustainability strategy and reports on the initiatives and progress at the
board meetings. A Sustainability Council has been set up to oversee the implementation of our
sustainability strategy. The council is led by the head of corporate sustainability and reports to the CEO
& MD and the Board of Directors.  
 It comprises the heads of internal IT, HSE, Administration, CSR, Infrastructure Planning Department,
Eco-sustainability Services and Human Resources. The goals are determined by the senior management
in line with the company’s overall sustainability objectives and the performance against these goals.

Corporate Governance Practices in Infosys

Corporate governance is about maintaining an appropriate balance of accountability between three key
players: the corporation's owners, the directors whom the owners elect, and the managers whom the
directors select.

 Corporate governance guidelines and best practices have evolved over a period of time. The Cadbury
Report on the financial aspects of corporate governance, published in the United Kingdom in 1992,
was a landmark.
  The Sarbanes-Oxley Act, which was signed by the U.S. President, George W. Bush as a law in July
2002, has brought about sweeping changes in financial reporting. This is perceived to be the most
significant change to federal securities law since the 1930s. Besides laying down the standards for
directors and auditors, the Act has also laid down new accountability standards for security analysts
and legal counsels.
 In India, the Confederation of Indian Industry (CII) took the lead in framing a desirable code of
corporate governance in April 1998. This was followed by the recommendations of the Kumar
Mangalam Birla Committee on Corporate Governance. This committee was appointed by the
Securities and Exchange Board of India (SEBI).
 The Ministry of Corporate Affairs, Government of India, published the Corporate Governance
Voluntary Guidelines 2009. These guidelines have been published keeping in view the objective of
encouraging the use of better practices through voluntary adoption, which not only serve as a
benchmark for the corporate sector but also help them in achieving the highest standard of corporate
governance. These guidelines provide corporate India a framework to govern themselves voluntarily
as per the highest standards of ethical and responsible conduct of business.

CORPORATE GOVERNANCE OF WIPRO LIMITED

 The relationships of the Board and management shall be characterized by sincerity; their
relationships with employees shall be characterized by fairness; their relationships with the
communities in which they operate shall be characterized by good citizenship; and their relationships
with government shall be characterized by a commitment to compliance.
 Senior management, led by the Chairman and Managing Director, is responsible for running the day
to day operations of the corporation and properly informing the Board of the status of such
operations. Management’s responsibilities include strategic planning, risk management, financial
reporting and compliance.
 The Board of Directors has the important role of overseeing management performance on behalf of
stockholders.
 Stockholders necessarily have little voice in the day to day management of corporate operations, but
have the right to elect representatives (Directors) to look out for their interests and to receive the
information they need to make investment and voting decisions.
 Over the last few years, the Board of Directors of our Company has from time to time developed
corporate governance practices to enable the Directors to effectively and efficiently discharge their
 responsibilities individually and collectively to the shareholders of the Company
 An attempt has been made here in these guidelines to capture and codify in one place these corporate
governance practices. These guidelines will not only provide a systematic and structured framework
as to how it could review and evaluate the Company’s performance in an independent manner but
would also provide assurance to the Directors in terms of their authority to oversee the Company’s
management.

CORPORATE GOVERNANCE AT HCL

HCL Technologies - Philosophy on Code of Governance

 Satisfy the spirit of the law and not just the letter of the law. Corporate Governance standards should go
beyond the law.
 Be transparent and maintain a high degree of disclosures levels. When in doubt, disclose it.
 Make a clear distinction between personal convenience and corporate resources.
 Communicate externally, in a truthful manner, about how the Company is run internally.
 Have a simple and transparent corporate structure driven solely by business needs.
 Comply with the laws in all the countries in which we operate.
 Management is the trustee of the shareholders’ capital and not the owner.

Corporate Governance practices in Tech Mahindra:

Code of Conduct at Tech Mahindra

Ethical business conduct is critical to our business. Our Code of Conduct applies globally to ensure world-
wide integrity and consistency in corporate values and behavior.

Code of Conduct 

Whistle Blower Policy  

Anti-Corruption and Bribery Policy  

Anti-Sexual Harassment Policy 

Related Party Transactions Policy 

IPO Prospectus  
Memorandum & Articles of Association.

CHAPTER-5

Suggestions for improving corporate governance

Suggestions and Opinions:

Further there are certain suggestions that should be taken into consideration:

1)Recognise that good corporate governance is not just about compliance:

Boards need to balance conformance( i.e compliance with legislation, regulation and codes of practice) with
performance aspect of the board’s work ( i.e improving the performance of the organisation through strategy
formulation and policy making). As a part of this process, a board needs to elaborate its position and
understanding of the major functions it performs as opposed to those performed by management.

2) Clarify the Board’s role in strategy:

It is generally accepted today that the board has a significant role to play in formulation and adoption of the
organisation’s strategic direction.The extent of the boards contribution to strategy will range from approval
at one end to development at other. Each board must determine role to be undertaken and clarify with this
understanding with management.

3) Monitor organisational performance:

It is an essential board function and ensuring legal compliance is a major aspect of the board’s monitoring
role.As a board, the directors should establish an agreed format for reports they monitor to ensure that all
matters that should be reported are in fact reported.

4) Build and maintain an effective governance infrastructure:

Since board is responsible for all the actions and decisions of an organisation, it will need to have in place
specific policies of guide organisational behaviour. To ensure that the line of responsibility between board
and management is clearly delineated, it is particularly important for the board to develop policies in relation
to delegations.

5) Build a skills based board:

Board is that who has good understanding of skills and skills it requires. Where possible, a board should
seek to ensure that its members represents appropriate balance between directors with experience and
knowledge of the organisation and directors with specialist expertise or fresh perspective.

6) PROPER IMPLEMENTATION OF POLICIES AND GUIDELINES:

There should be proper implementation of policies and guidelines made and thus without implementation of
proper norms, corporate governance practices cannot take place. Implementation should be proper to attain
profits and good revenues.

7)Transparency and Full Disclosure:

Good corporate governance aims at ensuring a higher degree of transparency in an organization by

encouraging full disclosure of transactions in the company accounts. Full disclosure includes
compliance with regulations and disclosing any information important to the shareholders. For
example, if a manager has close ties with suppliers or has a vested interest in a contract, it must be
disclosed. Also, directors should be independent so that the oversight of the company management is
unbiased. Transparency involves disclosure of all forms of conflict of interest.

8) Adopting Bylaws

A corporation's founders or directors will draft bylaws that fall under the business's articles of incorporation
to outline the manner in which the company should be run. A primary objective of the board is to adopt the
corporation's bylaws as it specifies how directors should be elected, the manner in which shareholder and
board meetings must be conducted and specific procedures that should be followed in the event of the
corporation's dissolution or indemnification. The board usually does not have the power to amend bylaws
unless it is able to obtain an overwhelming majority of votes of the corporation's membership. The board is
responsible for the execution of the bylaws in conjunction with all applicable state and federal laws.
9) Appoint a competent chairperson

Research has shown that board structure and formal governance regulations are less important in preventing
governance breaches and corporate wrongdoing than the culture and trust created by the chairperson. As the
“leader” of the board, the chairperson should demonstrate strong and acknowledged leadership ability, the
ability to establish a sound relationship with the CEO, and have the capacity to conduct meetings and lead
group decision-making processes.

10)  Evaluate Board Performance

Boards must be willing to examine their own strengths and weaknesses.  On a regular basis, the board

should conduct a self-evaluation process, including the performance of individual directors.  The evaluation

process should be used to identify weaknesses in board performance, and adopt reforms needed to improve

board performance.  The evaluation should be broad, cut across all issues and personnel and include senior

management interactions with board members.

11)  Ensure the directors have the information they need

Better information means better decisions. Regular board papers will provide directors with information that
the CEO or management team has decided they need. But directors do not all have the same informational
requirements, since they differ in their knowledge, skills, and experience. Briefings, presentations, site
visits, individual director development programs, and so on can all provide directors with additional
information. Above all, directors need to be able to find answers to the questions they have, so an access to
independent professional advice policy is recommended.

12) Recognise that the governance of risk is a board responsibility

Establishing a sound system of risk oversight and management and internal control is another fundamental
role of the board. Effective risk management supports better decision making because it develops a deeper
insight into the risk-reward trade-offs that all organisations face.

13)  Understand that the board employs the CEO

In most cases, one of the major functions of the board is to appoint, review, work through, and replace
(when necessary), the CEO. The board/CEO relationship is crucial to effective corporate governance
 because it is the link between the board’s role in determining the organisation’s strategic direction and
management’s role in achieving corporate objectives.

14)   Evaluate board and director performance and pursue opportunities for
improvement

Boards must be aware of their own strengths and weaknesses, if they are to govern effectively. Board
effectiveness can only be gauged if the board regularly assesses its own performance and that of individual
directors. Improvements to come from a board and director evaluation can include areas as diverse as board
processes, director skills, competencies and motivation, or even boardroom relationships. It is critical that
any agreed actions that come out of an evaluation are implemented and monitored. Boards should consider
addressing weaknesses uncovered in board evaluations through director development programs and
enhancing their governance processes.

Limitations of the Study

To carry out the research study the following limitations were expected and faced during the research study:

(a) Availability of secondary data from past records of the companies were difficult.

(b) Management may not like to share their views on the topic.

(c) Time, cost and location factors become major difficulties in completion of research.

(d) Sample size may not be exact representative of the universe. There is possibility of some error to a
limited extent.
(e) Difficulty in finding reports of different companies and generating the information.
CONCLUSION
Corporate Governance in banking sector is very much in demand due to global awareness
regarding corporate governance and global banking to ensure transparent service to citizens.
Proper and adequate corporate governance can handle many complex banking issues and will
create a transparent globalized economic environment.
In the study, we have analyzed the prevalence of corporate governance practices in Indian
Banking sector and the respondents were quite categorical in highlighting the attribute of good
corporate governance.
Ensuring transparency in financial statement and protecting shareholder’s interest are the key
attributes of good Corporate Governance. Adherence to those attributes ensures transparency
of banking transactions and minimizes the chance of fraud and malpractices. Some major
concerns like selective release of sensitive information and resorting to unfair accounting
practices are the biggest concerns from the Corporate Governance perspective. However
adequate corporate governance practices implemented by banks helps bank to ensure
shareholder’s interest in the king run.
While setting accountability standards for Board, there is need for enhanced transparency and
disclosure in respect of various aspects of board constitution and functioning. Both private
and public sector banks are not practicing completely the corporate governance code. Still,
the outcome is very much satisfactory.
The success of corporate governance rests on the awareness on the part of the banks of their
own responsibilities. While law can control and regularize certain practices, the ultimate
responsibility of being ethical and moral remains with the banks.

BIBLIOGRAPHY