Category Archives: Governance and Responsibility

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

SHAREHOLDERS’ DUTY OF NOT TO ASK

Posted on February 22, 2013 | 3 comments

I have a small piece in 109th edition of the e-Magazine from ICSI Mysore Chapter “Shareholders’ duty of to ask” I am thankful to my friends Ms. K Sarina Chouta Harish and Mr. Dattatri H M who made great afforts for editorial inputs. Here is full piece:

We are living in an era of corporate governance but who is really interested in it! All efforts by the corporate governance are directed at bringing more transparency to the stakeholders for enabling their participation in decision-making process. If that be the case on one hand, on the other, the age-old concept of fiduciary relationship of board of directors, our law and law enforcement agencies render protection to the right of the board of directors to maintain complete secrecy of its decision-making. I am afraid; something is wrongly settled as law. There has to be a reality check…..

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Posted in CorpGov, Governance and Responsibility

Tagged Company Law, CorpGov, CorpLaw, Corporate Governance, Corporate Law, India, Investor activism, MCA21, Members and Shareholders, Reforms, Shareholders’ right to information, Whistle blower

NATIONAL FINANCIAL REPORTING AUTHORITY

Posted on February 15, 2013 | 6 comments

(UPDATE: on 30^th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013). Post updated accordingly)

One of the foremost step for improving corporate governance since birth of concept of corporate governance is improving quality of accounting and auditing of companies. Audit Committee is one of these measures, which has been taken to improve standard of financial reporting. But concerns related to quality of financial reporting are not new. We can trace these concerns in earlier legislation, all earlier versions of the Companies Act in general and the Chartered Accountants Act, 1949. Without going deep in these laws, we simply say; what was otherwise need to enact such Act to regulate a profession of accounting and auditing, standardizing whole process of accounting and auditing.

The National Financial Reporting Authority is a quasi – judicial body to regulate matters related to accounting and auditing. With increasing demand of non – financial reporting, I may safely predict, a National Business Reporting Authority to regulate standards of all kind of reporting, financial as well as non – financial, from companies in near future.

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Posted in Chapter IX - CA2013, Companies Act 2013, CorpGov, Governance and Responsibility

Tagged Accounting Standards, Accounts, Accounts and Audit, Appellate Authority, Auditor, CA, Chartered Accountants, Companies Act 2013, Company Bill 2013, CorpGov, Corporate Governance, Corporate Law, ICAI, India, Institute of Chartered Accountants of India, National Financial Reporting Authority, NFRA, Profession, Reforms

FOOTSTEPS OF CORPORATE GOVERNANCE IN COMPANIES ACT 2013

Posted on February 8, 2013 | 4 comments

(UPDATE: on 30^th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013). Post updated accordingly)

In my blog post titled “Corporate Governance: Regulatory Frameworks under Consideration” I mentioned that some of the provisions related to corporate governance and voluntary guideline on corporate governance issued by Ministry of Corporate Governance has been incorporated into new Companies Bill, 2012 [now, the Companies Act, 2013]. In this post, I will examine these provisions and their effect on corporate governance.

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Posted in Companies Act 2013, Company Secretary, CorpGov, Governance and Responsibility

Tagged Audit Committee, Auditor, Board Committee, Boards’ Report, Chartered Accountant, Class Action, Companies Bill 2012, Company Secretary, CorpGov, CorpLaw, Corporate Governance, Director, Independent Director, India, National Financial Reporting Authority, NFRA, Nomination and Remuneration Committee, Profession, Related Party Transaction, Secretarial Audit, Stakeholders Relationship Committee

MY COMMENTS ON CORPORATE GOVERNANCE FRAMEWORK PROPOSED BY SEBI

Posted on February 1, 2013 | Leave a comment

(UPDATE: on 30^th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013).

I have mailed my comments on corporate governance framework proposed by SEBI in “Consultative Paper on Review of Corporate Governance Norms in India” and SEBI has acknowledged the receipt. You can read summary of this framework at my earlier blog here if not already read it. Now, I am producing a copy my comments as my initiative towards healthy debate, here:

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Posted in Companies Act 2013, CorpGov, Governance and Responsibility, SEBI

Tagged Companies Bill 2012, Consultative Paper On Review Of Corporate Governance Norms In India, Corporate Governance, Corporate Law, Independent Auditor, Independent Director, Indian, Ministry of corporate affairs, Profession, SEBI

ROLE OF COMPANY SECRETARIES IN PRACTICE UNDER COMPANIES Act, 2013

Posted on January 25, 2013 | 11 comments

(UPDATE: on 30^th August 2013: Companies Bill became the Companies Act, 2013 (Act 18 of 2013). This post Updated Accordingly).

The Companies Law is one of the most important and comprehensive legislation after the Constitution of the Nation. This directly indirectly affects all citizens. This bill has 470 Sections and 7 Schedules. This bill provides basis and flexible framework. The Bill has leaved so many matters for subordinate legislation; rules, regulation, circulars etc.

This is very clear this time that there are remarkable scope for professionals, practicing professionals particularly Company Secretaries in practice. We will know real position when all rules and regulations notified after passing and notification of present bill as an Act.

Presently we may discuss, role of Company Secretaries under Companies Bill, 2012 as it is the Companies Act, 2013.

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Posted in Companies Act 2013, Company Secretary, Governance and Responsibility

Tagged Accounts, Annual Report, Auditor, Boards’ Report, Companies Bill 2012, Company Secretaries in Practice, CorpLaw, ICSI, Profession, Secretarial Audit, Whistle blower

CORPORATE GOVERNANCE: REGULATORY FRAMEWORKS UNDER CONSIDERATION

Posted on January 11, 2013 | 2 comments

After introduction and passing of Companies Bill 2012 in Lok Sabha, many changes in corporate governance scenario is bound to happen. Many provisions of Clause 49 of listing agreement, which deals with corporate governance in listed companies, are being brought into main law to fill governance gap between listed companies and their other counterparts. Following provisions have been added into present Companies Bill:

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Posted in Companies Act 2013, CorpGov, Governance and Responsibility, SEBI

Tagged Adi Godrej Committee, Adi Godrej Committee on Corporate Governance, Companies Bill 2012, comply or explain, Consultative Paper On Review Of Corporate Governance Norms In India, CorpGov, Corporate Governance, Independent Directors, OECD, OECD Principles of Corporate Governance, Principle based approach, regulatory frameworks, Rule based Approach, SEBI

AishMGhrana: Annual Report 2012

Posted on December 31, 2012 | Leave a comment

The WordPress.com stats helper monkeys prepared a 2012 annual report for this blog.

Here’s an excerpt:

600 people reached the top of Mt. Everest in 2012. This blog got about 2,300 views in 2012. If every person who reached the top of Mt. Everest viewed this blog, it would have taken 4 years to get that many views.

Click here to see the complete report.

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Posted in Governance and Responsibility, Truth of Our Time

DELHI GANG RAPE: QUESTIONS ON ESTABLISHMENTS

Posted on December 28, 2012 | 2 comments

Huge crowd itself explains public anger in pictures published in Media and telecasts on news channels. Crowd gathered its own without any invitation or call, demand for justice, law, law and order, public security, security for women. When you read about all these on any international newspaper, language will make you clear, they are talking about an undeveloped third world country. The crowd was without leader but not leaderless; completely disciplined until some political interests infiltrated in.

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Posted in Governance and Responsibility, Truth of Our Time

Tagged Criminal Justice system, Criminal Law, Delhi, Delhi Gang Rape, Governance, Government, India, Law, Media, Outrage, Police, Protest, Rape, Reforms, Responsibility, Security, Sexual abuse, Sexual harassment, Social Media, violence against women

Rajiv Gandhi Equity Saving Scheme, 2012

Posted on December 14, 2012 | 5 comments

A new Section 80CCG has been inserted into Indian Income Tax Act by the Finance Act 2012 with effect from 1^st day of April 2012. This means this action is applicable for previous year 2012 – 13 and assessment year 2013 – 14.

This Section 80CCG of Indian Income Tax Act, 1961 allow a deduction of fifty percent of amount invested in equity shares up to amount of Rs. 50,000.oo (Rs. Fifty thousand only) in a previous year as par a scheme called Rajiv Gandhi Equity Saving Scheme, 2012. Even though this law and scheme is targeted to attract small investors to capital market, political analyst think timing of this scheme aiming for next general election scheduled to be held in year 2014.

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Posted in Governance and Responsibility, Truth of Our Time

Tagged capital market, CorpLaw, Income tax, income tax act, Law, Rajiv Gandhi Equity Saving Scheme, retail investor, RGESS, Tax

Name Availability Guideline

Posted on November 23, 2012 | 4 comments

Name Availability Guideline, 2011 issued by the ministry of Corporate Affairs on 8^th july 2011 with effect from 24^th July 2011 and related Form 1A was also introduced on that date. The Fees for filing this form is Rs. 1000/-.

[UPDATE: Rule 8 of the Companies (Incorporation) Rules, 2014 replaces these guideline with effect from 1st April 2014. Rules 8 Discussed in another post.]

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Posted in Governance and Responsibility, Truth of Our Time

Tagged Companies Name, CorpLaw, Indian Companies Act, Ministry of corporate affairs

MCA’s Voluntary Guidelines for Companies for providing information on websites

Posted on November 10, 2012 | 1 comment

This guideline is voluntarily applicable for a company having paid up capital not less than Rs. 10 crore (Rs.10,00,00,000/- or more) or having more than 100 members. (Though, I could not understand, why MCA selected a class of company for this voluntary guideline. Whether, they will prosecute other companies if they want to follow these guidelines. In my views, the class of companies mentioned in these guidelines should be under “Comply or Explain” and other companies need no explanation, if they choose not to follow these guidelines.)

[UPDATE: There is nothing to suggest that these guideline are in force after the Companies Act, 2013 and Rules made there under. The Act, otherwise, has own list of compliances for providing information on websites.]

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Posted in CorpGov, Governance and Responsibility

Tagged CorpGov, CorpLaw, India, MCA

KEEP CONSCIENCE AWAKEN: BLOW WHISTLE

Posted on October 26, 2012 | 1 comment

Law gives legal status to Company Secretary but not business feasibility for the appointment of a Company Secretary in employment of an organisation. Business feasibility could be measured in term of value addition to the organisation not legal addition to the organisation. The value addition may be in form of increased profitability, wealth creation or confidence building among its stakeholders. These stakeholders measure success not in financial terms but through confidence towards an organisation amongst them.

We have completed many stages; clerk, manager, general manager, decision maker, managerial personal, Key managerial personnel and next step the conscience keeper. Every height we gain always stands on a solid foundation of a concrete mix customised for individual need. So we need to look into basic foundation of our profession. The litmus test to judge strength of basic foundation of any profession is not its education, crowd of its student, number of its members, this and that legal recognition, written ethical value codes and International codifications but confidence put by its real paymaster, the stakeholders.

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Posted in Company Secretary, CorpGov, Governance and Responsibility, Truth of Our Time

Tagged Conscience Keeper, CorpGov, Whistle blower

Memories of 40th National Convention of Company Secretaries

Posted on October 12, 2012 | Leave a comment

The Institute of Company Secretaries of India organized its annual ritual called national convention on October 4, 5 & 6^,2012 at Aamby Valley, District Pune, Maharashtra on theme “Vision 2020: Transform, Conform and Perform”. This was my second national convention. I am very happy to note that my article “Keep Conscience Awaken: Blow Whistle” was published in the souvenir of the convention. My enthusiasm could be reflected from my delegate number 203 out of 1200 registered delegates while I already have more than 40 credit hours of continuing professional education program.

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Posted in Company Secretary, CorpGov, Truth of Our Time

Tagged Aamby Valley, ICSI, India, Institute of Company Secretaries of India

Experience with electronic governance under MCA21

Posted on September 28, 2012 | 2 comments

E-Governance is application of Information and Communication Technology (ICT) for delivering government services, exchange of information communication transactions, integration various stand-one systems and services between Government-to-Citizens (G2C), Government-to-Business(G2B), Government-to-Government( G2G) as well as back office processes and interactions within the entire government frame-work. [i] E-Governance is beneficial to provide a corruption free administrative service to citizens and other stakeholders. The essence of E-governance is to serve intended person easily and faster. There should be an auto-response system to support the essence of E-governance, whereby the Government realizes the efficacy of its governance. Best form of E-governance cuts down on unwanted interference of too many layers while delivering governmental services.

There are many electronic governance projects run by government of India. The target users of all these projects come from different segment of public and have different education standards. When these e-governance projects target grassroots level, its success depend not only designers and developers of such electronic governance projects but much upon cooperation and understanding of its end users. Such project always faces critical evaluation by its users and scholars.

The Ministry of Corporate Affairs (MCA), Government of India, has initiated the MCA21 project, which enables easy and secure access to MCA services in an assisted manner for corporate entities, professionals, and general public. The MCA21 project is designed to fully automate all processes related to enforcement and compliance of the legal requirements under the Companies Act, 1956 Government within a day’s time.[ii] Majority of stake holders of this project are professionals and business houses.

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Posted in Companies Act 2013, Company Secretary, Governance and Responsibility, Truth of Our Time

Tagged CorpLaw, e-Governance, India, MCA21

Pass Companies Bill, 2011

Posted on September 14, 2012 | Leave a comment

Here are details of my petition to pass Companies Bill, 2011:

Petition title:

Pass (Indian) Companies Bill, 2011

Addressed to:

Dr. M. Veerappa Moily, Minister of Corporate Affairs, Government of India
Shri Yashwant Sinha, Chairperson, Committee on Finance, Parliament of India

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Posted in Companies Act 2013, Governance and Responsibility

Tagged CorpLaw, Democracy, India, Parliament, Reforms

CONFLICT OF INTERESTS AMONG STAKEHOLDERS IN 2G ALLOCATIONS

Posted on September 1, 2012 | 1 comment

There is a clear conflict of interest among promoters, shareholders and other stakeholders of company. The conflict of public shareholders and stakeholders put them in very interesting position.

In the recent cases on 2G scam in India, the government often quoted the cost-effective services to end-user of these service and product as one reason of allocation of resources at such cheap prices. Ministers claim that at CAG suggested prices of the spectrum, call rates would be higher than present rates and become unaffordable to most of the users. Sometimes, it is also suggested that present information revolution may not be happened in India if spectrum allocation were happened according to CAG suggestions.

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Posted in CorpGov, CSR, Governance and Responsibility, Truth of Our Time

Tagged 2G, Corporate Social Responsibility, CSR, spectrum, stakeholder

SOCIAL ENVIRONMENT FOR INNOVATIVE PROFESSIONISM DRIVEN BY TECHNOLOGY AND REGULATORY DEVELOPMENT

Posted on July 31, 2012 | 2 comments

In last 20 years after initiation of economic reforms, India particularly corporate India has moved far ahead to start a new flight towards untouched horizons. We are surviving in a time of dynamic transformations through technological advancement, regulatory rationalisation, progressive professionalism, democratic transformation and sustainable development in our society. In recent developments, transformation of leadership of democratic institutions toward participatory solidarity of all societal stakeholders is evident. There are evidences of many streams of thought and developments in society but there are many new developments, whose time is just knocking the door. Our corporate environment is not left out but is part and parcel of this silent revolution. These transformations in our society are bound to affect all vistas of our life and corporate sector as well. We are very fortunate to be a part of this transformation and we have tremendous opportunity to be a carrier of this transformation. We should understand this revolutionary time and keep pace.

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Posted in Company Secretary, CorpGov, CSR, Governance and Responsibility

Tagged Corporate, Corporate India, Corporate Social Responsibility, ICSI, India, Profession, Professionalism

CSR : Company Secretarial Responsibility

Posted on June 1, 2012 | 2 comments

In one programme on Corporate Social Responsibility organised by some Chamber, one renowned Company Secretary claim that Corporate Social Responsibilities are primary responsibility of a Company Secretary. Within no time, some other members negated this fresh liability with “we have enough” attitude.

The basis definition of CSR says “doing business responsibly”.

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Posted in Company Secretary, CSR, Governance and Responsibility, Truth of Our Time

Tagged Corporate Social Responsibility, CSR, ICSI, India, Institute of Company Secretaries of India, Whistle blower

Introducing: AishMGhrana Governance Professional

Posted on May 25, 2012 | Leave a comment

The Institute of Company Secretaries of India has its Continuing willingness to present itself as a world leader as professional body of Corporate Governance professionals. This is a welcome transformation of Company Secretary from a mere clerk to Corporate Governance professional. The ICSI said as a member of CSIA it will ask the World Trade Organization (WTO) to include corporate governance and related areas in its mode of business classification.

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Posted in Governance and Responsibility, Truth of Our Time

Tagged Audit, CBDT, CBEC, CCI, Cess, Chartered Accountants, CLB, Company, Company Secretaries, Company Secretary, Corporate, Corporate Governance, Corporate Social Responsibility, Customs, DGFT, DIPP, Director, Environment, Exchange, Excise, FCRA, FEMA, FIPB, FSSAI, ICAI, ICSI, IFRS, IICA, India, Institute of Company Secretaries of India, Investment, IRDA, Law, Listing, MCA, Ministry of corporate affairs, Profession, RBI, Reforms, Regulation, Rules, SEBI, Share, Stakeholders, Sustainability, Tax, Trade, TRAI, Whistle blower, XBRL

DIMINISHING INFLUENCE OF KAYASTA COMMUNITY: ANALYSIS

Posted on May 4, 2012 | Leave a comment

There is a very interesting post on decline of influence of kayastha community in politics and other walk of government. It raises some major questions about this once influential community:

The community which give first President, second Prime – Minister and many other leaders to nation have no significant influence in these day politics.
Mughals, especially, relied on Kayasths, who also culturally got close to Muslims and even great Urdu scholars came from this community. Now, they are more RSS Type.

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Posted in Truth of Our Time

Tagged Brahmanical, Caste, Caste – System, Hindu, Hindu Nationalism, India, Kaithi, Kayastha, Muslim, Nationalism, Partition, Profession, Reservation, Urdu