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Monday, August 26, 2013

ethical theories

Ethical Theories
Rosalind Hursthouse's Comparison
Here is a brief indication of the way Rosalind Hursthouse describes the relationships between the three kinds of theory in the first section of her essay "Virtue Theory and Abortion":
 ConsequentialismDeontologyVirtue Theory
exampleMill's utilitarianismKantian ethicsAristotle's moral theory
abstract descriptionAn action is right if it promotes the best consequences.An action is right if it is in accordance with a moral rule or principle.An action is right if it is what a virtuous agent would do in the circumstances.
more concrete specificationThe best consequences are those in which happiness is maximized.A moral rule is one that is required by rationality.A virtuous agent is one who acts virtuously, that is, one who has and exercises the virtues.  A virtue is a character trait a human being needs to flourish or live well.

Classification of Ethical Theories

ethicsOverview.gif (7813 bytes)
A More Detailed (But Very Tentative) Comparison
Here are some suggestions about how some of the chief ethical theories would address various issues.  This is all pretty tentative, in part because different ethical theories tend to focus on different issues, so it's not always easy to determine how one theory would address the issues that are the chief concern of another theory. Also, many of the categories in the table are not strictly parts of the moral theories, but rather views on other topics (such as personal identity or the nature of rationality) which seem to mesh well with a particular ethical theory.
 ConsequentialismDeontologyVirtue Ethics
exampleutilitarianismKantianismAristotelianism
model of practical reasoningmeans-ends reasoning:  how do I get what I want/what's good?how do I determine what's rational?what habits should I develop?
personal identity (what is essential to the self?)will & reason + desireswill & reason (desires are thought of as outside forces with the potential to thwart rationality)will& reason + desires + character traits
rationalitygetting what you wantdoing what reason requires (at a minimum, not having inconsistent or self-contradictory  policies)having the kinds of desires which reason determines are best
central questionwhat ought I to do?
(act orientation)
what ought I to do?
(act orientation)
what's the best sort of person to be?
(agent orientation)
primary object of  evaluationconsequences (states of affairs)actspeople (agents)
the goodBASIC NOTION

(for most consequentialists, maximum happiness or something similar)
right action itself (? or possibly states of affairs brought about by right action?  or states of affairs in which people who act rightly are rewarded?)whatever results from the actions of good people?  happiness?   acquisition of goods internal to practices (MacIntyre)?
the rightactions that maximize the goodBASIC NOTIONthe sort of thing a virtuous person would do in the situation
virtuebeing disposed to maximize utility (for simple versions of consequentialism, there will be just one big virtue; more complex versions might have many)positive attitude toward doing one's moral duty(?)BASIC NOTION
(but may be analyzed, e.g. as those dispositions necessary for the attainment of happiness)

Tuesday, August 20, 2013

Problems of entrepreneurship development programmes (EDPs)

Problems of entrepreneurship development programmes (EDPs) are:
1. No Policy at the National Level. Though Government of India is fully aware about the importance of entrepreneurial development, yet we do not have a national policy on entrepreneurship. It is expected that the government will formulate and enforce a policy aimed at promoting balanced regional development of various areas through promotion of entrepreneurship.
2. Problems at the Pre training Phase. Various problems faced in this phase are — identification of business opportunities, finding & locating target group, selection of trainee & trainers etc.
3. Over Estimation of Trainees. Under EDPs it is assumed that the trainees have aptitude for self employment and training will motivate and enable the trainees in the successful setting up and managing of their enterprises. These agencies thus overestimate the aptitude and capabilities of the educated youth. Thus on one hand the EDPs do not impart sufficient training and on the other financial institutions are not prepared to finance these risky enterprises set up by the not so competent entrepreneurs.
4. Duration of EDPs. An attempt is made during the conduct of EDPs to prepare prospective entrepreneurs thoroughly for the various problems they will be encountering during the setting up and running of their enterprises. Duration of most of these EDPs varies between 4 to 6 weeks, which is too short a period to instill basic managerial skills in the entrepreneurs. Thus the very objective to develop and strengthen entrepreneurial qualities and motivation is defeated.
5. Non Availability of Infrastructural Facilities. No prior planning is done for the conduct of EDPs. EDPs conducted in rural and backward areas lack infrastructural facilities like proper class room suitable guest speakers, boarding and lodging etc.
6. Improper Methodology. The course contents are not standardized and most of the agencies engaged in EDPs are themselves not fully clear about what they are supposed to do for the attainment of pre-determined goals. This puts a question mark on the utility of these programmes.
7. Mode of Selection. There is no uniform procedure adopted by various agencies for the identification of prospective entrepreneurs. Organisations conducting EDPs prefer those persons who have some project ideas of their own and thus this opportunity is not provided to all the interested candidates.
8. Non Availability of Competent Faculty. Firstly there is problem of non availability of competent teachers and even when they are available, they are not prepared to take classes in small towns and backward areas. This naturally creates problems for the agencies conducting EDP.
9. Poor Response of Financial Institutions. Entrepreneurs are not able to offer collateral security for the grant of loans. Banks are not prepared to play with the public money and hence they impose various conditions for the grant of loans. Those entrepreneurs who fail to comply with the conditions are not able to get loan and hence their dream of setting up their own enterprises is shattered. Helpful attitude of lending institutions will go a long way in stimulating entrepreneurial climate.

Entrepreneurship and its importance and features

What is Entrepreneurship and its importance and features
Entrepreneurship is the tendency of a person to organize the business of his own and to run it profitably, using all the qualities of leadership, decisions making and managerial caliber etc. The term “entrepreneur” is often used interchangeably with “entrepreneurship”. But conceptually they are different.
In a way, entrepreneur precedes entrepreneurship. It is concerned with the development and co-ordination of entrepreneurial functions.
Entrepreneurship is an abstraction and entrepreneurs are tangible persons. Well designed and controlled research studies on entrepreneurship are very few. If we view entrepreneurship as opposed to management, it becomes still more difficult to define entrepreneurship.
Entrepreneurship is a role played by or the task performed by the entrepreneur. The central task of the entrepreneur is to take moderate risk and invest money to earn profits by exploiting an opportunity. For this he must posses far-sightedness to perceive an opportunity so that he can exploit it well in time. Although an entrepreneur has to perform diverse functions yet he must manifest many qualities in himself to be a good entrepreneur.
Entrepreneurship can be defined as the propensity of mind to take calculated risks with confidence to achieve a pre-determined business or industrial objective. That points out the risk taking ability coupled with decision making.
The word 'entrepreneurship' typically means to undertake. It owes its origin to the western societies. But even in the west, it has undergone changes from time to time. In the early 16th century, the term was used to denote army leaders. In the 18lh century, it was used to denote a dealer who buys and cells goods at uncertain prices. Towards 1961, Schumpeter, used the term innovator, for an entrepreneur. Two centuries before, the concept of entrepreneurship was shady. It is only in the recent years that entrepreneurship has been recognized widely all over the world like in USA, Germany, Japan and in the developing countries like ours. Gunnar Myrdal rightly pointed out that Asian societies lack entrepreneurship not because they lack money or raw materials but because of their attitudes. Till recently, in the west, the entrepreneurship is mainly an attribute of an efficient manager. But the success achieved by entrepreneurs in developing countries demolishes the contention that entrepreneur is a rare animal and an elusive character. In India, the definition of 'an entrepreneur being the one who undertakes to organize, own and run a business' has been accepted in a National Seminar on Entrepreneurship organized in Delhi in 1975. Still there has been no consensus on the definition of entrepreneurship and qualities of entrepreneurship.

Importance of Entrepreneurship :

Entrepreneurship being an intangible factor is the moving force and development is the consequence. It has an important role in the context of a developing nation like India which is confronted with major socio-economic problems. Entrepreneurship can play an important role not only in the industrial sector of a country but in the farm and service sectors also.
India is being attacked by baffling problems of over population, unemployment, under-employment, poverty and the like. Entrepreneurship is consistently equated with the establishment and management of small business enterprises and setting up these units is the solution to these baffling problems.
Concentration of economic power, regional imbalances, exploitation by monopolists, and many other giant problems find their solutions in the development of small scale industry which is another name of entrepreneurship in the developing countries. Mahatma Gandhi also asserted the same, entrepreneur ship has not grown much in India but it is gaining importance fast. The factors which retard the success of entrepreneurship in India are inadequate infrastructural facilities, shortage of capital, technical knowledge, and transport, absence of cheap and good quality raw material and shortage of power etc. The government has been taking significant steps to encourage entrepreneurship as entrepreneurship is the only solution to various problems of developing countries. Entrepreneurship caught strong waves during the last three decades and became a worldwide movement spreading across countries, regardless of their level of development. Even in Europe and United States, revival of small business has been seen for more than a decade. Constant change and innovations are simply a necessity of entrepreneurship and is becoming essential to survive in a global economy. An American magazine 'The Economist' (1999) recently put it, "Innovation has become the industrial religion of the late 20th Century." It is being increasingly realized that' day's managers and businessmen need not only managerial skills but entrepreneurial skills as well. Entrepreneurship needs to be demystified and transformed into a skill by teaching and practicing. Skill of entrepreneurship knows how to turn an ordinary corporation, managed in a routine manner, into an entrepreneurial organization. People within the organization can be trained to :
(i) detect the opportunities
(ii) Pursue the opportunities and rewarded
(iii) to lesson the consequences of failing.

Features of Entrepreneurship :

Entrepreneurship is the tendency of a person to organize the business of his own and to run it profitably, using various traits like leadership, decision making, innovation, managerial caliber etc. Entrepreneurship is a set of activities performed by an entrepreneur In a way, entrepreneur precedes entrepreneurship. The main features of entrepreneurship are as follows :
(i) Economic Activity : Although classical economists like Adam Smith and Richard Cantillon and many others didn't recognize entrepreneurship as an economic activity but since last few decades entrepreneurship is catching up and is primarily becoming an economic function because it involves creation and operation of an enterprise.
Schumpeter's argument was that all important changes in the economy are set off by an entrepreneur and then these changes slowly work themselves through economic system, in the form of a business cycle.
(ii) Innovative Activity : According to Schumpeter, entrepreneurship is essentially a creative and an innovative activity. There are five ways of being innovative.
(a) The introduction of a new good ;
(b} The introduction of a new method of production ;
(c) Opening of a new market ;
(d) The conquest of a new source of supply of raw-material ;
(e) The creation of a new organization of an industry.
Schumpeter's entrepreneur combines already existing materials and thereby produces something novel and innovative. It is only at that very moment when some one actually puts together such a combination that he is engaged in entrepreneurship. He suggests that it is very useful to study the constitutive parts of entrepreneurship, different motives that drive the entrepreneur and the main types of innovative behavior that entrepreneurship may result in.
Entrepreneurs tend to tackle the unknown; they do things in new and different ways' they weave old ideas into new patterns; they offer more solutions than exercises. However, just to be innovative is not enough unless that innovation is carried into production to benefit consumers.
(iii) A Function of High Achievement : McClelland identified two features of entrepreneurship, (a) doing things in a different and better way; (b) decision making under uncertainty. People having high need for achievement are more likely to succeed as entrepreneurs. Psychological theories assert that people's capacity for entrepreneurship is decisively influenced by the way they are socialized as children.
David McClelland stressed that entrepreneurs are highly motivated by challenging and competitive work situations.
(iv) Creative and Purposeful Activity : Entrepreneurship is virtually a creative, and purposeful activity. Entrepreneurship is a creative response to the changing environment. Earning profit may not be the sole objective but introduction of something creative and new is the purpose of entrepreneurship. The benefit of this creativity must be enjoyed by people at large.
(v) Entrepreneurship : An Organizing Function : As J.B. Say says : The entrepreneurs function is to combine the productive factors, to bring them together. According to him, an entrepreneur is one, who combines the land of one, the labour of another, and capital of yet another, and thus, produces a product. By selling the product in the market, he pays interest on capital, rent on land, wages to labourers and what remains is his profit. Thus, J.B. Say clearly distinguishes between the role of a capitalist as a financer and the entrepreneur as an organiser.
Marshall also advocated the significance of organisation among the services of special class of business undertakers.
(vi) Entrepreneurship : A function of Risk-Bearing : Richard Cantillon, an Irishman living in France, defined entrepreneur who buys factors of production with a view to sell it at uncertain prices in future. Cantillon concerned of an entrepreneur as a bearer of non-insurable risk. Thus, Cantillon introduces elements of direction and speculation into the function of entrepreneurship.
Entrepreneurship is a dynamic and multi-dimensional concept. It is both an art as well science. It is more an art than science. In short, Entrepreneurship is what entrepreneurs do.

10 major problems faced by women entrepreneurs in India

10 major problems faced by women entrepreneurs in India
Women Entrepreneurs:
Women entrepreneurs are key players in any developing country particularly in terms of their contribution to economic development. In recent years, even among the developed countries like USA and Canada, Women's role in terms of their share in small business has been increasing. The facts of a study: Conducted by IIT, Delhi are :
(i) Women own one-third of small business in USA and Canada.
(ii) Britain has seen an increase of over three times of women in workforce than that of men even since 1980s.
(iii) Women make for 40 percent of total work force in Asian Countries.
(iv) In China, women outnumber men by at least two times when it to starting business there.
(iv) In Japan, the percentage of women entrepreneurs increased from 2.4 percent in 1980 to 5.2 percent in 1995.
Problems of Women Entrepreneurs :
There are umpteen problems faced by women at various stages beginning from their initial commencement of enterprise, in running their enterprise. Their various problems are as follows:
1. Patriarchal Society: Entrepreneurship has been traditionally seen a male preserve and idea of women taking up entrepreneurial activities considered as a distant dream. Any deviation from the norm is frowned and if possible, immediately curbed. Women also have to face role conflict as soon as they initiate any entrepreneurial activity. It is an uphill task for women to face such conflicts and cope with the twin role.
2. Absence of Entrepreneurial Aptitude: Many women take the training by attending the Entrepreneurship Development Programmes without entrepreneurial bent of mind. As per a study, involvement of women in small scale sector as owners stands at mere 7 percent. Women who are imparted training by various institutes must be verified on account of aptitude through the tests, interviews etc.
3. Quality of EDPs: All women entrepreneurs are given the same training through EDPs. Second-generation women entrepreneurs don't need such training as they already have the previous exposure to business.
4. Marketing Problems: Women entrepreneurs continuously face the problems in marketing their products. It is one of the core problems as this area is mainly dominated by males and even women with adequate experience fail to make a dent.
For marketing the products women entrepreneurs have to be at the mercy of middlemen who pocket the chunk of profit. Although the middlemen exploit the women entrepreneurs, the elimination of middlemen is difficult, because it involves a lot of running about. Women entrepreneurs also find it difficult to capture the market and make their products popular.
5. Financial Problems: Obtaining the support of bankers, managing the working capital, lack of credit resources are the problems which still remain in the males domain. Women are yet to make significant mark in quantitative terms. Marketing and financial problems are such obstacles where even training doesn't significantly help the women. Some problems are structural in nature and beyond the control of entrepreneurs.
6. Family Conflicts: Women also face the conflict of performing of home role as they are not available to spend enough time with their families. They spend long hours in business and as a result, they find it difficult to meet the demands of their family members and society as well. Their inability to attend to domestic work, time for education of children, personal hobbies, and entertainment adds to their conflicts.
7. Credit Facilities: Though women constitute about 50 per cent of population, the percentage of small scale enterprise where women own 51 percent of share capital is less than 5 percent. Women are often denied credit by bankers on the ground of lack of collateral security. Therefore, women's access to risk capital is limited.
The complicated procedure of bank loans, the inordinate delay in obtaining the loans and running about involved do deter many women from venturing out. At the same time, a good deal of self- employment programme has been promoted by the govt. and commercial banks.
8. Shortage of raw-materials: Women entrepreneurs encounter the problems of shortage of raw-materials. The failure of many women co-operations in 1971 such as these engaged in basket making were mainly because of the inadequate availability of forest-based raw materials.
9. Heavy Competition: Many of the women enterprises have imperfect organizational set up. But they have to face severe competition from organized industries.
10. High cost of production: High cost of production undermines the efficiency and stands in the way of development and expansion of women's enterprises, government assistance in the form of grant and subsidies to some extent enables them to tide over the difficult situations. However, in the long run, it would be necessary to increase efficiency and expand productive capacity and thereby reduce cost to make their ultimate survival possible, other than these, women entrepreneurs so face the problems of labour, human resources, infrastructure, legal formalities, overload of work, lack of family support, mistrust etc.

meaning of entrepreneurship

Entrepreneurship means the act of being an entrepreneur. It is as old as civilization. Many famous economists like David Ricardo, Adam Smith emphasized not much of role played by entrepreneurship in the society, Richard Cantillon equated entrepreneur with a capitalist. Further F.H. Knight, J.B. Say did contribute towards the concept of entrepreneur but it was Joseph Alois Schumpeter who recognised entrepreneurship as the way out to bring about a dynamic change in the economy.
The only difference between an entrepreneur and entrepreneurship is that entrepreneur conceptually is a person whereas entrepreneurship is a process. In a way, we can say that entrepreneur precedes entrepreneurship. In other words, entrepreneurship is a role played by or the task performed by the entrepreneur. Entrepreneurship became important and caught strong waves during last three decades of the previous century. Entrepreneurship is characterized by economic activity, innovative activity, a function of high achievement, creative and purposeful activity, a function of risk-bearing.
Schumpeter contributed maximum and the richest to the concept of entrepreneurship. His versatile and multi-disciplinary approach could influence the history of economic thought. Schumpeter distinguished between an inventor and innovator saying that the former discovers new methods and new materials whereas latter utilises inventions and discoveries in order to make new combinations and produces newer and better goods. Thus, he earns profit and derives satisfaction out of the whole activity.

7 reasons why small scale business often fails

7 reasons why small scale business often fails


Small scale entrepreneur ship demands success with very limited resources. No time is bad but the actual success depends upon one's mastery over the complete process from the source of raw material upto the end use of product. Generally the small scale entrepreneur has to choose a specific field in which he should specialize his skill but before choosing that field he should have complete knowledge of the project. Sometimes a small trading or manufacturing unit gives very handsome profits which are not possible with heavy investments. Entrepreneur must be a vast thinker in his line to select his line of action.
I was second generation entrepreneur and planned to install a shoddy yarn spinning unit in the backward area of Himachal Pradesh. My venture ended up with utter failure and it wasted 10 youthful years of my life and lakhs of hard earned money. After this experience if I set my eyes on my past, following points come into my mind which are most responsible for the success or failure of an entrepreneur.
  • Choice of project.
  • Association of persons.
  • Place of Project
  • Cost of Project.
  • Funds for the Project.
  • Marketing of finished product.
  • Day to day management.
1. Choice of Project : It is most important. The choice of small business. Trading or Manufacturing-should be highly viable (profitable), least risky with minimum investment but this is possible if one is vast thinker of his line.
2. Association of Partners : A proprietorship firm is best for trading but in manufacturing line partnership is more suitable. Practically it becomes very difficult to have good rapport with partners for a long time. This generally spoils even good viable projects. The same happened with me also.
3. Place of Project : A small scale unit — Trading or manufacturing should market If it- is away from marketing and sale is made through agents, cornment gives many facilities to install units in backward areas but in the run same scale units in backward areas become very difficult to handle to limited resources. I installed my unit in H.P. and it became difficult-handle the sales. Transportation of finished yarn was also very costly and information gap between sales and production line became difficult to fill.
4 Funds for the Projects : Heavy loans can be taken, from the banks or financial institutions upto 75% of the total cost of project. But if we make a study we that even by an institution it becomes a heavy burden on the entrepreneur because the rate of interest is high and' economy of the project collapses due to heavy interest. Financing of raw material for running the unit is easily manageable but financing of plant and machinery should not be more than 30-35% of the total cost of plant & machinery.
5. Cost of Project : In manufacturing unit about 25% of the cost can be reduced in plant and machinery if one has the technical knowledge of the . machinery -to be installed. Wrong choice in the installation of any machinery or even a part of machinery became a negative point because of heavy investment. The investment in fixed assets is such a meter which goes on moving 24 hours, even of the unit is not working.
6. Marketing of Products : The promoter of the venture should keep marketing directly in his own hands. If the goods are being sold on credit basis, then the riskiest thing is collection from buyers. Almost all SSI face this problem and ultimately many of them face closure due to late or non-return of payments from debtors.
7. Day to Day Management : Good administration, correct decisions, smooth functioning, day to day accounts are important factors. Theft in the production units is another serious problem which causes heavy losses and must be handled intelligently

What are the differences between entrepreneur and intrapreneur

What are the differences between entrepreneur and intrapreneur ?
  • An entrepreneur is an independent person who starts his venture and bears full risk of his failure and enjoys the fruit of his success whereas intrapreneur is partially independent and is sponsored by the corporation in which he is working. He is also not liable to bear the losses in case of his failure.
  • An entrepreneur raises the finance from various sources and also guarantees their return whereas an intrapreneur does not own responsibility to raise the capital or to return it.
  • An entrepreneur has no relation with any organisation whereas an intrapreneur operates within the organisation where he is working.

Importance of entrepreneurship development programme (EDP)

Importance of entrepreneurship development programme (EDP):
Entrepreneurship plays a very important role in the economic development. Entrepreneurs act as catalytic agents in the process of industrialization and economic growth. Joseph Schumpeter states that the rate of economic progress of a nation depends upon its rate of innovation which in turn depends upon the distribution of entrepreneurial talent in the population. Technological progress alone cannot lead to economic development unless technological breakthroughs are put to economic use by entrepreneurs. It is the entrepreneur who organizes and puts to use capital, labour and technology in the best possible manner for the setting up of his enterprise.
Importance of entrepreneurship development programme (EDP) is to enable entrepreneurs initiating and sustaining the process of economic development in the following ways-
1. Creation of Employment Opportunities : Unemployment is one of the most important problems confronting developing and underdevelopment countries, EDP's enable prospective entrepreneurs in the setting up of their own units, thus enabling them to get self employment. With the setting up of more and more units by entrepreneurs, both on small and large scale, numerous job opportunities are created for the others.
Entrepreneur in this way get an opportunity to lead an independent and honorable life and at the same time they enable others in getting gainful employment. Several schemes like Nehru Rozgar Yojna, National Rural Employment Programme (NREP), Integrated Rural Development Programme (IRDP) etc. have been initiated by the government, of India in this direction. The thrust of all these schemes is to eliminate poverty and generate gainful employment opportunities for the unemployed. Thus entrepreneur can play an effective role in reducing the problem of unemployment.
2. Capital Formation : It is not possible to set up an enterprise without adequate funds. Entrepreneur as an organizer of factors of production employs his own as well as borrowed resources for the setting up of his enterprise. Entrepreneur mobilizes idle savings of the public and put them to productive use. In this way he helps in capital formation which is so essential for the industrial and economic development of a country. Various development banks like ICICI, IFCI, IDBI; SFCs, SIDCs take initiative in promoting entrepreneurship through assistance to various agencies involved in EDP and by providing financial assistance to new entrepreneurs.
3. Balanced Regional Development : Small scale units can be set up in industrially backward and remote areas with limited financial resources. Successful EDP's assist in accelerating the pace of industrialization in the backward areas and reduce the concentration of economic power in the hands of a few, Entrepreneurs feel like taking advantage of the various concessions and subsidies offered by the state and central government. Success story of entrepreneurs set right example for others to follow and this accelerates the pace of industrialization in the backward areas. Setting up of more units leads to more development of backward areas and balanced regional development.
4. Use of Local Resources : In the absence of any initiative local resources are likely to remain unutilized. Proper use of these resources can result in the progress or development of the area and that too at lower cost. Alert entrepreneurs seize the opportunity and exploit it in the best interests of the area and industry. Effective EDPs can help in the proper use of local resources by providing guidance, assistance, education and training to the prospective entrepreneurs.
5. Improvement in per Capital Income : Entrepreneurs are always on the look out for opportunities. They explore and exploit the opportunities. Entrepreneurs take lead in organising various factors of production by putting them into productive use through the setting up of enterprises. More enterprises will lead to more production, employment and generation of wealth in the form of goods and services. It will result in the increase in the overall productivity and per capita income in the country. EDPs play a positive role in the setting of more units and thus help in generation of more employment and income.
6. Improvement in the Standard of Living : Entrepreneurs by adopting latest innovations help in the production of wide variety of goods & services. By making efficient use of the resources, they start producing more of better quality and that too at lower costs. This enable them to ensure easy availability of better quality products at lower prices to the consumers which result in the improvement in the standard of living of the people. EDPs provide the necessary support to entrepreneurs by educating them about the latest innovations and market trends.
7. Economic Independence : Entrepreneurs enable a country to produce wide variety of better quality goods & services and that too at competitive prices. They develop substitutes of the goods being imported and thus prevent over-dependence on foreign countries and at the same time help in the saving of precious foreign exchange. Through sale of their surplus products in foreign market entrepreneurs enable a country to earn foreign exchange, which is so essential for meeting developmental needs of the economy. Export promotion and import substitution thus help in promoting economic independence of the economy.
8. Preventing Industrial Slums : Industrially developed areas are faced with problem of industrial slums, which result in over burdening of civic amenities and adverse impact on the health of people. Dispersal of industries can help in the overcoming of this grave problem. EDPs can help in preventing spread of industrial slums by providing various incentives, subsidies and infrastructural support to entrepreneurs for setting up their enterprises in industrially backward areas. This will also help in reducing pollution and overtaxing of civic amenities.
9. Reducing Social Tension : Unemployment amongst the young and educated people is emerging as the major cause of social unrest. People are bound to feel frustrated if they fail to get gainful employment after completion of their education. EDPs can help in channelizing the talent of this section of society in the right direction by providing proper guidance, training and assistance for setting up their enterprises. This results in generation of self employment and prevention of social tension, unrest etc.
10. Facilitating Overall Development : An entrepreneur acts as a catalytic agent for change which results in chain reaction. With the setting up of an enterprise the process of industrialization is set in motion. This unit will generate demand for various types of inputs required by it and there will be so many other units which will require the output of this unit. This leads to overall development of an area due to increase in demand and setting up of more and more units there. Moreover success of one entrepreneur sets the right type of example for others to follow. Entrepreneurs, thus, create an environment of enthusiasm and convey a sense of purpose. This gives future impetus to the overall development of that area.

Monday, August 19, 2013

Liabilities for Mis-statements in Prospectus



Liabilities for Mis-statements in Prospectus
Sec. 2(36) of the Companies Act defines a prospectus as, “any document described or issued as a prospectus and includes a notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any shares in or debentures of a body corporate”. Thus any document inviting the public to buy its shares or debentures comes under the definition of prospectus. It also applies to advertisements inviting deposits from the public.
Under Sec.65 of the Companies Act, a prospectus will be deemed to contain an untrue statement, if:
1.     The statement included in the prospectus is misleading in the form or in the context in which it is included; and
2.     There is an omission from the prospectus of any matter which is calculated to misled [Sec.65(1)].
Civil Liability for Mis-Statement
Civil liability arises when there is a mis-statement or misrepresentation of fact in a prospectus or an omission of material fact calculated to misled, and such a statement or omission has induced a shareholder to buy shares on the faith of such statement. Every director or promoter of a company, and all other persons including an expert who has authorized the issue of such prospectus are liable for such misstatement or misrepresentation to the allottee of shares. The shareholder who has purchased shares on the faith of such mis-statement has remedy in a civil action against the company, as well as directors, promoters, experts etc. for any loss or damage suffered by him.
Remedies against the Company
For mis-statement or misrepresentation in a prospectus, the remedies available to a shareholder against the company are: (i) rescission of the contract, and (ii) damages for deceit. Any person who takes shares on the faith of statements contained in a prospectus, can apply to the Court for rescinding or setting aside the contract on the ground that the statements are false or fraudulent or that some material information has been withheld.
Remedies against Directors, Promoters etc.
Against the directors, promoters, experts and other persons, the remedies available are: (i) damages for fraudulent misrepresentation under the general law; (ii) compensation for loss or damage under Sec.62 of the Act; and (iii) damages or loss suffered due to omission of statement under Sec.56 of the Act.
1.     Under the General Law, a shareholder can hold persons responsible for the issue of a prospectus (directors, promoters etc.) liable for damages for any fraudulent misrepresentation or misstatement in the prospectus, if he was deceived by reason of acting on the faith of such prospectus. But the directors (or promoters etc.) will not be held liable for such mis-statement, if they honestly believed what they said in the prospectus to be true.
2.     Compensation under Sec.62. If a person purchases shares or debentures of a company on the faith of statements made in the prospectus and thereby suffers any damage or incurs loss, he is entitled to claim compensation for the loss or damage in a civil action against the directors, promoters, and all other persons who have authorized the issue of the prospectus [Sec.62(1)].
3.     Damages under Sec.56. If there is an omission from the prospectus of any matter required to be included by Sec.56, any subscriber for shares who has suffered loss due to the omission can bring action for damages, even if such omission does not make the prospectus false or misleading.
Criminal Liability for Mis-statement
Knowingly including an untrue statement in the prospectus or fraudulently inducing a person to invest money in shares, gives rise to criminal liability on the part of the persons authorizing the issue of such a prospectus. Section 63 and 68 of the Companies Act provide for heavy punishment for such criminal liability.
If a prospectus contains any untrue statement, every person who has authorized the issue of the prospectus is punishable with imprisonment for a term which may extend to two years, or with fine which may extend to five thousand rupees, or with both.
The Act has also laid down that if a person knowingly or recklessly makes any statement, promise or forecast which is false, deceptive or misleading, or dishonestly conceals material facts, and thereby induces or attempts to induce another person to subscribe to the shares of a company, he shall be punishable with imprisonment for a term which may extend to five years, or with fine which may extend to ten thousand rupees, or with both (Sec.68

directors of company



Directors of a Company
A company, though a legal entity in the eyes of the law, is an artificial person, existing only in contemplation of law. It has no physical existence. It has neither soul nor a body of its own. As such, it cannot act in its own person. It can do so only through some human agency. The persons who are in charge of the management of the affairs of a company are termed as directors. They are collectively known as Board of Directors.
The Companies Act defines a ‘director’ as “any person occupying the position of a director by whatever name called” [Sec.2(13)]. This is however, an inadequate definition. In the absence of a precise definition, we can only determine whether a person is a director or not a director by referring to the nature of his office and functions. According to the functions performed by him, a director may be defined as a person who directs, conducts, manages and supervises the affairs of a company.
  • Only Individuals can be Directors: A body corporate, association or firm cannot be appointed director of a company. Only an individual can be appointed as directors.
  • Number of Directors: Every public company shall have atleast 3 directors and every other company shall have atleast 2 directors. Subject to this statutory minimum limit, the Articles of a company may prescribe the maximum and minimum number for its Board.
  • Share Qualification of Directors: The Articles of a company usually require its directors to hold a certain number of shares. Such shares are called qualification shares. The nominal value of the qualification shares should not exceed Rs.5,000. He should obtain his qualification shares within 2 months after his appointment as director.
  • Number of Directorships: A person cannot hold office at the same time as director in more than 20 companies. Where a person already holding the office of director in 20 companies is appointed as a director of any other company, the appointment can take effect only when such person has, within 15 days of his appointment, effectively vacated his office as director in any of the companies in which he was already a director.
Disqualification of Directors
The following persons are disqualified for appointment as directors of a company:
1.     A person of unsound mind.
2.     An undischarged insolvent.
3.     A person who has applied to be adjudicated as an insolvent and his application is pending.
4.     A person who has been convicted by a Court of any offence involving moral turpitude and sentenced to imprisonment for a minimum period of 6 months and a period of 5 years has not passed from the date of expiry of the sentence.
5.     A person whose calls in respect o shares of the company held by him have been in arrear for more than 6 months.
6.     A person who is disqualified for appointment as director by an order of the Court under Sec.203 on the ground of fraud or misfeasance in relation to a company.
Vacation of Office of Directors
The office of the director of a company becomes vacant, if:
  • he fails to obtain within 2 months of his appointment or at any time thereafter ceases to hold the share qualification;
  • he is of unsound mind;
  • he applies to be adjudicated an insolvent;
  • he is adjudged an insolvent;
  • he is convicted by a Court of any offence involving moral turpitude and sentenced in respect thereof to imprisonment for at least 6 months.
  • he fails to pay any call in respect of shares of the company held by him within 6 months from the last date fixed for the payment of the call;
  • he absents himself from 3 consecutive meetings of the Board of directors;
  • he accepts a loan without the approval of the Central Government;
  • he fails to make disclosures to the Board of directors with regard to any contracts with the company in which he is directly or indirectly interested;
  • he becomes disqualified by an order of the Court for guilty of fraud;
  • he is removed before the expiry of his period of office by an ordinary resolution;
Appointment of Directors
First Directors: The first directors are usually named in the articles of association of the company. If not, they shall be determined in writing by the subscribers of the memorandum. If this also is not done, all the subscribers of the memorandum shall be deemed to be the first directors of the company.
1. Appointment of Directors by the Company
According to Sec. 255, directors are appointed by a company in a general meeting. While one-third of the directors can be appointed permanently, the remaining two-thirds are liable to retire by rotation. Of these, only one-third are liable to retire at any annual general meeting. Retiring directors are also eligible for re-appointment.
2. Appointment of Directors by the Board of Directors
1.     As Additional Directors: (Sec.260). The Board of Directors may appoint additional directors within the maximum strength fixed by the articles. Such additional directors hold office only upto the date of the next annual general meeting of the company.
2.     In a Casual Vacancy: (Sec.262). Causal vacancy can be filled up by the board if the articles permit it. A casual vacancy may arise due to reasons such as death, resignation, disqualification or failure of an elected director to accept the office or due to any other reason. The director appointed in a causal vacancy shall hold office only upto the date on which the director whose place has been filled up was to retire.
3.     As an Alternate Director: (Sec.313). The Board of Directors if authorised by the articles or by the company’s resolution at the general meeting may appoint an alternate director. Such an alternate director is to act for the original director during his absence for a period of more than three months from the State in which the meetings of the company are held. The alternate director can continue as director only for the period for which the original director was eligible. Further on the return of the original director, the alternate director must vacate the office of directorship.
3. Appointment of Directors by Third Parties (Sec.255)
Sometimes the articles may give a right to financial institutions, debenture holders and banking companies which have lent money to the company to nominate directors on the board of the company with a view to ensuring that the funds advanced by them are used by the company for the purpose for which they are borrowed. The number of directors so nominated should not exceed one-third of the total strength of the board and they are not to retire by rotation.
4. Appointment of Directors by the Central Government
The Central Government may appoint such number of directors of the board of a company as the Company Law Board may by an order in writing specify as being necessary to effectively safeguard the interest of the company, its shareholders or the public interest. They are appointed to prevent oppression of the minority shareholders or to prevent mismanagement of the company or in the public interest. They are appointed for a maximum period of three years. They are not required to hold qualification share and are not liable to retire by rotation but they can be removed by the Central Government at any time and other persons may be appointed by it in their place.
Powers of Directors
The powers of the Directors can be broadly divided into two:
1.     Statutory Powers
2.     Managerial Powers
1. Statutory Powers
These powers are laid down in the Companies Act, 1956. They confer upon the Board of Directors is the right to exercise all such powers and do all such acts as the company itself has the authority to exercise and do. Thus, the powers of the directors are provided in the Companies Act. Powers to be exercised only at Board Meeting: Sec.292 of the Companies Act provides that the Board of Directors shall exercise the following powers by means of resolutions passed at a meeting of the
Board:
  • The power to make calls on shares;
  • The power to issue debentures of the company;
  • The power to borrow money otherwise than on debentures;
  • The power to invest the funds of the company; and
  • The power to make loans.
Powers to be exercised by the Board only with the consent of the Shareholders in the General Meeting:

  • Sell, lease or dispose the whole or part of the company’s undertaking,

  • Remit or allow time for repayment of debt due by a director,

  • Invest any amount received on the acquisition of any property or under-excess of the maximum laid down in the Act,

  • Appoint a sole selling agent for more than 5 years,

  • Issue bonus shares, and 

     
    reorganize the share capital of the company.
Other Powers to be exercised at Board Meetings

  • The power to appoint Additional Directors,

  • The power to fill-up causal vacancy in the office of Director,

  • The power to accord sanction to a Director to enter into certain specified contracts with the company.

  • The power to appoint as Managing Director.

  • The power to invest in any shares of any other body corporate.

  • The power to make declaration of solvency in the case of members voluntary winding up.
2. Managerial Powers
1.     Power to make contracts on behalf of the company.
2.     Power to decide the terms of issue of additional shares and debentures.
3.     Power to issue, allot, forfeit and transfer shares of the company.
4.     Power to appoint Directors to fill-up any casual vacancies, Additional Directors or Alternate Directors.
5.     Power to set organisational objectives and formulate major policies.
6.     Power of determining the organisational structure of the company.

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