Whenever I think to meet all person of my choice from human history and present, I always have a very long list on different aspect. Meeting a person may be to learn, to pay respect, to get photo opportunity and so on. This is a time of technology. This classic question has since been changed after introduction of chatting.
By the time this write – up reach to your hand, you may have read Report of Financial Sector Legislative Reform Commission and draft Indian Financial Code. Now, there is a high focus on this proposed law and deliberations are in plenty.
I call your attention to Chapter 2.3 of the report! This is titled “Approach to Drafting” – a very good read for all student of drafting, which we are.
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Managerial remuneration is one of major corporate governance issue in India. Promoters and controlling shareholders consider themselves owner of company and get maximum remuneration. Difference between corporate tax rate and income tax rate also priority to withdraw much money from “owned” company. Indian concept of “owned company” and corporate governance has co – existence in last two decades.
In my last post, I did not analyse legal issues of managerial remuneration in case of inadequate profit under Companies Bill 2012 (Now the Act).
Posted in Chapter XII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board Committee, Board of Directors, Companies Bill 2012, CorpLaw, Corporate, Corporate Law, Director, Key managerial personnel, Legal Reforms, Manager, Managerial Remuneration, Managing Director, Reforms, Whole – time Director
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
[NOTE: The law stated in this post is effective from 1st April 2014 till 11th September 2018. For the law applicable from 12th September 2018, please visit here]
Managing Director is Key Managerial Personnel of utmost importance. He is the face of a company and its decision-making mechanism. A person gains significant advantages as Managing Director which may not be there, in case of his appointment as Manager or Chief Executive Officer. While Chief Executive Officer has no special advantage except his clubbing as Key Managerial Personnel with Manager and Managing Director, Manager has some. Their definitions speak themselves. Appointment of Managing Director, Whole – Time Director and Manager is governed by the provision of Section 196 of the Bill. They all are a different class of Key Managerial Personnel and has the specific provision of appointment in addition to Section 203, discussed in an earlier post.
Posted in Chapter XIII - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board Committee, Board of Directors, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, India, Key managerial personnel, Legal Reforms, Manager, Managerial Remuneration, Managing Director, Ministry of corporate affairs, Reforms, Whole – time Director
International Workers Day is just another holiday for socialist and bad memories for capitalists; no care for labours – labour of unorganised sector which constitute majority of Indian Labour.
Unorganised labour and stray dogs are comparable – they should job (bark) when work – pressure come (thief) come and get some stale food thrown to them. They have no owner, brand, organisation, identity, address, region, religion, caste, or life. They are not stakeholders for corporate governance events and not responsibility for responsible business
UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).
In my last post, I stopped myself from further reading midway due to length of the post “Appointment and Qualification of Director”. Now, this is time to resume reading. Let us start with Additional Director, Alternate Director and Nominee Directors.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Additional Director, Alternate Director, Board of Directors, Companies Bill 2012, CorpGov, CorpLaw, Corporate Law, Director, Director in Casual Vacancy, Duties of Directors, Independent Director, India, Legal Reforms, Ministry of corporate affairs, Nominee Director, Reforms, Removal of Director, Resignation of Director, Vacation of Office of Director, Whole – time Director
I am company secretary by profession and write blogs as a passion. This was my dream profession, when I started my study to be a company secretary and still is. I love to look into not only law of lands affecting my clients but products which can help me professionally.
Recent time, there is a lot of talk about corporate governance and therefore board meeting to be conducted electronically (general meetings as well of course). Section 173 (2) clearly say, “the participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.”
UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
I discussed in my last post that it is first time that concept of “Key Managerial Personnel” has been introduced in India. Hopefully, present Companies Bill will change status of Corporate Governance in India. The qualified Directors and transparency in appointment of directors is single most important key for success of public corporate and corporate governance. As I discussed, appointment of “Key Managerial Personnel” is discussed in Section 203 but specific provisions of Chapter XI should be taken care of in case of appointment of Directors as they are specific provisions for them. Chapter XI consists of 23 Section from Section 149 to Section 172.
Posted in Chapter XI - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Board of Directors, Companies Bill 2012, Company Secretary, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Director, Disqualification of Directors, Key managerial personnel, Legal Reforms, limit on directorship, Ministry of corporate affairs, Profession, Qualification of Directors, Reforms, Retiring Directors
This is customary that Parliament take a break in budget session. This generates public anger in this time when we have active judiciary and inactive legislature.
On 22nd March 2013, I mailed to a group of company secretaries:
“Rajya Sabha adjourned till 22nd of April 2013. My glass is full of air and bubbles.”
My early childhood memories start with remembrance of my late grandfather last days. He lived his whole life as widower, father, government executive and devoted religious person. I recall my very few incidents of interactions with him. Once, I gifted my broken toy to one fellow child and my grandfather told me that gift of knowledge and life are a real gift. After few months, on my 5th birthday (as per Vikrimi calendar) he died and I never understood his words, particularly gift of life.
Employee’s welfare is also a matter corporate social responsibility for all body corporate. During debate on corporate social responsibilities we heard a lot from all quarters.
Principle 3 of National Voluntary Guideline on Social, Environment, & Economic Responsibilities of Business issued by Ministry of Corporate Affairs say, ”Businesses should promote the well being of all Employees.” On page 17 of this guideline, it is mentioned that “…strongly believe that addressing health issues significantly contributes to the sustainability of their business operations and especially the health and welfare of their employees.” There is separate guideline issued by Government for Central Public sector Enterprises.
As a stakeholder, we have interest in measures taken by professional bodies under Ministry of Corporate Affairs. It is noteworthy to note, these professional bodies are very instrumental to spread awareness about corporate social responsibilities on behalf of government. I filed applications under three professional bodies and asked same questions:
Posted in Company Secretary, CorpGov, CSR, Governance and Responsibility, Institute of Company Secretaries of India - ICSI, Truth of Our Time
Tagged CorpGov, CorpLaw, Corporate, Corporate Governance, CSR, Employees Welfare, Health, ICAI, ICSI, India, Institute of Chartered Accountants of India, Institute of Company Secretaries of India, institute of Cost Accountants of India, Ministry of corporate affairs, RTI
(UPDATE: on 30th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).
In this series of my blog post related to Companies Bill, 2012; I am writing this post about provision relating to internal and cost audits. The manner of appointment of auditors may affect independence of cost audit and good corporate governance. The bill addresses this issue very well.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounts, Accounts and Audit, Appointment of Auditor, Auditor, Auditor Remuneration, Causal Vacancy, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Corporate Law, Cost Audit, Disqualification of Auditor, India, Internal Audit, Legal Reforms, Ministry of corporate affairs, Profession, Reforms, Removal of auditor, Resignation of Auditor
(UPDATE: on 30th August 2013: Companies Bill, 2012became the Companies Act, 2013 (Act 18 of 2013). )
In my last blog post auditor under companies Act, 2013: from appointment to removal, I discussed auditor his appointment, remuneration resignation and removal along with other incidental matters. In this post I will discuss power, duties and penalties related to auditors and audit report.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounting, Accounting Standard, Accounts and Audit, Audit, Audit Report, Auditor, Branch Audit, CA, Chartered Accountant, Companies Act 2013, Companies Bill 2012, Comptroller and Audit General of India, CorpGov, CorpLaw, Corporate Governance, Corporate Law, General Meeting, Government Companies, ICAI, India, Institute of Chartered Accountants of India, Legal Reforms, Ministry of corporate affairs, Profession, Reforms, Statutory Audit
“Rape” do not ring a bell in our mind, horrify us, or create disgust in our mind.
In our society, a victim is considered responsible for crime, if it is a woman. Be it eve teasing or rape.
We claim, utmost respect to ladies but only if she is “bhartiya nari” (Indian Lady) of our thinking. Oh! We claim, if she is “sati” (chaste) she could not have been raped. We claim, without her co-operation she could not be raped.
We claim no clap with single hand. But we fail, when single hand slap.
Posted in Governance and Responsibility, Truth of Our Time
Tagged Brahmcharya, India, Rape, RingTheBell, terror, VAW, violence against women
(UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).
Corporate Governance is a fundamental structure of all recent companies’ laws globally. True and fair Audits are core concern for corporate world and its regulators. While I was writing my earlier blog post “Footsteps of Corporate Governance in Companies Bill 2012 Companies Act, 2013”, I noticed that the Companies Bill, 2012 Act, 2013 has special concern for quality of audits. In my post “National Financial Reporting Authority” you may feel the depth of concern of our law makers about audits, which have already been forced accounting and auditing regulator, the Institute of Chartered Accountants of India, for introspection.
In this series of my blog post related to Companies Bill, 2012 Act, 2013; I am writing about provision relating to auditors. The manner of appointment of auditors may affect independence of audit. The bill Act addresses this issue very well.
Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility
Tagged Accounts, Accounts and Audit, Auditor, Causal Vacancy, Chartered Accountant, Companies Bill 2012, CorpGov, CorpLaw, Corporate Governance, Disqualification of Auditor, First Auditor, ICAI, India, Institute of Chartered Accountants of India, Profession, Reforms, Removal of auditor, Resignation of Auditor, Statutory Audit
Yes. I claim; Indian Railway penalise its victims. This is being done openly in broad day light under nose of our Parliament and active judiciary without anyone, including victims noticing it. I first time in 2008 noticed that innocent Indian are being penalised for a wrongful act primarily by railway.
Posted in CSR, Governance and Responsibility, Truth of Our Time
Tagged Aligarh, Delhi, India, India against corruption, Indian Railway, New Delhi, Reforms, Right to Information, RTI
This work is licensed under a Creative Commons Attribution-NonCommercial 3.0 Unported License.
AishMGhrana 