Category Archives: Governance and Responsibility

Governance and Responsibility – In life of Nation, State, Government, Corporate, Society and Individual

Out of Sahara Blues


Finally government tries to come out of Sahara Blues. Government earlier was in pressure to put corporate governance in place among private companies and tried well. Thereafter, industry lobby (read as vested interests among “promoters” and “professionals”) started pleaded mercy for all “otherwise honest players”.

Government initiated it journey with exemption notifications and now bring this amendment rules.

The Companies (Audit and Auditors) Second Amendment Rules, 2017 is interesting in more than one way. Statistically, this exemption will benefit only selected big players among private companies in India and their auditors.

Section 139(2) of the Companies Act, 2013 reads, “No listed company or a company belonging to such class or classes of companies as may be prescribed, shall appoint or re-appoint—

(a) an individual as auditor for more than one term of five consecutive years; and

(b) an audit firm as auditor for more than two terms of five consecutive years.”

Rule 5 of the Companies (Audit and Auditors) Rules 2014 before present amendments reads, “for the purposes of sub-section (2) of section 139, the class of companies shall mean the following classes of companies excluding one person companies and small companies:-

(a) all unlisted public companies having paid up share capital of rupees ten crore or more;

(b) all private limited companies having paid up share capital of rupees twenty crore or more;

(c) all companies having paid up share capital of below threshold limit mentioned in (a) and (b) above, but having public borrowings from financial institutions, banks or public deposits of rupees fifty crores or more.”

Now, the Companies (Audit and Auditors) Second Amendment Rules, 2017, amend clause (b) of rule 5. The amendment rules reads, “in the Companies (Audit and Auditors) Rules, 2014, in rule 5, in clause (b), for the word “twenty”, the word “fifty” shall be substituted.

This amendment rules increase threshold limit for rotation of auditors for private companies by a good 150%.

As number of companies and auditors is not much, it may not affect stakeholders significantly but our commitment towards corporate governance.

 

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Homecoming of Terror – House of Cards


This business is politics. Kevin Spacey and Robin Wright have proven it yet again in the magical political drama. The Underwoods keep you spellbound with the ultimate passion of power. The gait, the style, the fashionable couple have very well-kept the audience captured in the past and so surely this time also. Chessboard of intense playful politics once again is inside our home on our screens. The successful four seasons of the House of Cards is a testimony of how politics remain a part of our living room. With season five on run the series have maintained the political strategies as core designs of the drama.

With the recent real – life political screenplay rewritten in United States, it gets quite interesting to watch dramatic president Frank Underwood. You try to relate things happening and actions of current President, which may or may not relate. Terror is new nucleus of politics everywhere in the world and now it is homecoming of terror.

‘You’ve nothing to be afraid off’. The season 5 episode 1 begins with the strategic handling of the corruption accusations published in Washington Herald against the President. This is a valuable past to defend, the deeds he did earlier as the Vice President. Frank Underwood steals the show when he uses his power play and emphatically manipulates the debate to lead towards terrorism. He demands declaration of war against ICO and seeks support from house of congress. You cannot afford to miss, his spouts, “I will not yield”.

Frank Underwood has come to India, tune into the House Of Cards Season 5 Marathon (episodes 6 – 10) on Saturday, 10th June, 5 PM onwards, only on Zee Café!

This episode carries its main substance from the last episode of season 4, wherein Jim Miller was beheaded by ICO. The contentious whisper of Miller’s daughter, in Frank’s ears, at the funeral of her father, leaves the audience with a curious drama. Something may happen soon, it may be in next few episodes. You get little hints with a curiosity of how.

First episode successfully annex you to your television sets. The episode builds on; the Underwood couple tastes public resentment. It does not last long with their moves to gain the public confidence towards the closure of an hour long episode. The first episodes itself makes a mood for not “Homecoming of Terror” but “politics of terror”. The audience becomes an addict of power play, it has.

Claire Underwood’s public service announcement on a television filming is a deliberate move towards upcoming elections, which we may witness in future episodes. The hysterical wish of Miller’s daughter puts Claire, the first lady, in a position where the audience assumes far-reaching admiration for Claire. I keep my figure crossed. #HOConZCafe ignites social media.

 

Specified Banks Notes – Amendment in Companies Law


Ministry of corporate affairs inserted a clause (d) in rule 11 of the Companies (Audit and Auditors) Rules, 2014. The Companies (Audit and Auditors) Amendment Rules, 2017 was published in official gazette on 30th March 2017 and came into force from that date.

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Amendment in MBP Rules


Ministry of Corporate affairs amended the Companies (Meetings of Boards and its powers) Rules, 2014. The Companies (Meetings of Boards and its Powers) Amendments Rules, 2017 was published in official gazette on 30th March 2017 and came into force on that date itself.

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RETINA SIGNATURE – REPLACING DIGITAL SIGNATURES


Bye – Bye Digital Signature Certificates!!

Inter – ministerial task force on secured authentication of legal documents actively discussing retina signatures which next logical step after introduction of biometric identification system in India. Indian mainstream media undermined these reports amid its stir on recent development in Uttar Pradesh.

Under critically proactive leadership of Prime Minister Narendra Modi an inter-ministerial task force was formed just after demonetization to consider digital cash, digital contracts and digitization of legal and court documents. The task force includes highly places officers of Ministry of Finance, Ministry of Law & Justice, Ministry of Information Technology, Unique Identification Authority of India, Ministry of Health & Family welfare. Highly placed sources suggest that a prime intelligence agency of nation is also involved and getting help from an agency of a friendly foreign nation.

Retina signature is a unique technique developed by a research group consist of countries premier medical colleges and information technology universities. This is quite advance technique user shall sign just showing his retina to camera attached to his laptop, mobile or desktop. This futuristic system shall replace token based digital signature certificate and can be used anytime anywhere by anybody. Though, it will be restricted presently for human need, this technique is so advance that it can be even be used by advance animals using their retina. Retina signature will eradicate need for renewal of digital signature certificates. This technology provides lifelong free signatures subject to good health and maintenance of retina. Any kind of file type may be signed using retina signature.

Retina is third and inner coat of eye which is a light-sensitive layer of tissue. The unique structure of the blood vessels in the retina has been used for biometric identification. Changes in the retinal microcirculation are seen with aging, exposure to air pollution and may indicate cardiovascular diseases such as hypertension and atherosclerosis.

In proposed methodology, a user shall place his eyes before camera of his mobile or laptop when a document to be signed should be opened before him on same device. It is also possible to sign a documents placed in another device. The retina signature shall capture bio-metrics of retina, system time, internet protocol address and geo-positioning of signatory. Once, signed there shall be no removal of signature from the documents shall be possible unless authorized by competent authority, which shall be a civil judge.

As usual, human right activists are planning to oppose the move. Activists argue that scrupulous elements and police authorities may get retina signature using force and other means. However, government authority denies any such possibilities. The task force working on modalities to make it happened in case blind, mentally challenged and otherwise unhealthy people.

A copy of relevant study document may be assessed here on or after 1st April.

 

REDUCTION OF SHARE CAPITAL


Section 66 of the Companies Act, 2013, discussed earlier here, was notified on 7th December 2016 with effect from 15th December 2016. Central Government on 15th December 2016 notified the National Company Law Tribunal (Procedure for reduction of share capital of Company) Rules, 2016 with effect from even date. In this post we will discuss the same. Continue reading

Refund to claimant from IEPF


Ministry of Corporate Affairs amended the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 rules published in Official Gazette on 28th February 2017 and came into force on even date.  In earlier post here and here(original)/here(amended), we discussed transfer of amounts of unpaid and unclaimed dividends etc to the Investor Education and Protection Fund Authority Fund and transfer of shares in respect of which dividend is remain unpaid and unclaimed for continuous seven years. In this post, we will discuss amended provisions related to refund of such amount and shares related to unpaid dividend transferred to the Investor Education and Protection Fund Authority.

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