Friday 31 December 2010

Decoding the Decade

All the Celebrations are on… people are having a gala time to welcome not only the New Year but a new decade !!
Before starting codifying 2011, let see the ‘Good, Bad and the Ugly’ of the era!
Some factors are constant in this ever-changing world. Though the Constants too fall under the various categories of ‘Good, Bad and the Ugly!’
With Consistent performance within the 22-yard, the tallest man in the world cricket is 5’ something!! The milestones he has achieved and the way this 37-year-old is going, it reminds me the most celebrated tagline of Adidas, ‘impossible is nothing!’ Man o’ man, you are the most constant across discipline: Sachin Ramesh Tendulkar!
It seems ‘small is beautiful’ gels well with Indian context. Aamir Khan can easily be tagged as Mr. Steady. With his conviction and perfection he has delivered one after another smashing hits be it a potboiler like Ghajini or a thoughtful Taare Zameen Par or Black Comedy Peepli Live (producer only). ‘Lagaan’ the movie which I have seen at least 22 times made India proud at the Oscars! It can be told, many more to come…!
Caste politics and horse trading is another constant for Indian democracy. Badly enough, we cannot shed it off as no political party is willing to bring this to an end.
Jammu & Kashmir is another factor which is ruling the roots of India-Pakistan relationship. Every time a confidence building measures take place, the very next time terror attack take place! Yes, terror attacks across the world unfortunately an ugly continuity!
And the ugly one? Without any doubt American dominance! To rebuild their dwindling economic condition, America has started witch hunt in the name of terror-free world!
These are few aspects which will be alive atleast for another half a century. But what were the events that were momentous but memorable.
Let look at the West first. All were historic on its own terms.
9/11 and ‘Black Man in the White House.’ Osama Bin Laden,’ the Frankenstein’ had allegedly destructed the pillars of American Economic dominance: Twin Towers on 11th September, 2001. The irony is that, 911 is the emergency number of USA! Since then, the definition of terror has changed and American Imperialism has redesigned itself and Laden became the mystery!
Barack Hussain Obama ha s re-written the history of USA by stepped into the White House. The ardent follower of Martin Luther King, Mahatma Gandhi and Abraham Lincoln, this man has promised a ‘Change we believe in- yes, we can’. This presidential campaign slogan has actually become most quoted sentence! Though, world is yet to see ‘Change’ in the literal sense.
Everything seemed perfect until September, 2008. The Eclipse sets in…Either it was Total or Partial. But it could be seen from all over the world- the Economic Meltdown! It spread thick n’ fast. From USA to Europe to Asia to Africa... the effect was so far reaching that overnight some called it a ‘New World Order’. Though Indian Economy was stirred but not shaken during the period due to its own policy!
Execution of Saddam Hussain by Bush Administration was another heart-wrenching event world had witnessed. Erstwhile American president George W Bush had punished him for ‘crime against humanity!’ Just think!!
Some natural tragedies had united the world. Lakhs of people from several countries had lost their lives in Tsunami in 2004. Earthquakes in Bhuj, Kashmir and Haiti had proved how vulnerable humans are in front of natural fury. Floods in Pakistan and India too have proved the helplessness of individuals. Helps poured in from all parts of the world for the survivors!
Man made catastrophes too were there: the most ghastly one was Gujarat Genocide of 2002. The perpetrator of the crime is still ruling the state. Series of terror attacks (mostly in religious places) in India have tried to shake the secular base of India, though we are successful enough to prove our resilient. Rise of the Maoists due to lack of development and economic backwardness.
We have lost leaders like Jyoti Basu, a magic called Michael Jackson.
No, everything is not shrouded in pessimism. ‘If you look for the stars, you will land on the moon’ India has indeed proved this under the captainship of R Madhavan Nair. Team Chandrayaan was a super success story for us. In the world of sports, Saina Nehwal, Abhinav Bindra, Sushil Kumar, Sourav Ganguly, VVS Lakshman (for crushing mighty Aussies in 2001 and SA in 2010) made us proud. By winning Oscars A R Rahman and Gulzar simply made us ecstatic. India for the first time ever got Madam President, which is indeed very significant from Indian sociological point of view. Sunita Williams, Kalpana Chawla, Amitav Ghosh, Kiran Desai and others had made an Indian Summer.
Here in India, Right to Information Act, 2005 has become a reality. Right to Education has become a fundamental right. Environment awareness now is at its best.
If we name this decade as the decade of Information Revolution, that won’t be an exaggeration. Advent of dozens of news channels in India and few thousand papers are giving each other a healthy competition. New Media, internet, social networking, and micro blogging are the latest trends which have empowered the general mass.
Now, a little personal anecdote. How was the decade for me? I have finished my schooling, universities with a good percentage and topper awards. Joined my dream job and left it. Presently serving an institute which I never thought that I could land there…
May be New Decade will see many such impossible! The beginning is indeed unique…
1.1.11!!
*(Probably I have forgotten many things, these are from my memory only!! So pardon me…)

Sunday 19 December 2010

God of All Things: TONdulkar!

24th April, 1973!
37 years back The God was born… Sachin Ramesh Tendulkar!
Lovingly called as ‘5 feet something’, he achieved the Everest with ease! Reaching new heights in all of the calendar years have become his habit. I don’t want to go into the mega statistics of his cricketing genius, but all I know that I am lucky that I am seeing a ‘performing God’ for last 22 years!!
In this ever-changing world, the Constant is Sachin Tendulkar! He made us cry, laugh, scream… Every Indian thinks him as his family member! Indeed a ‘Bharat Ratna!’ Though when is he going to get that, no body knows!!
And why I am calling him God over and again? Simply because I am an atheist and believers say, God makes ‘impossible’ to ‘possible!’ and I am watching Sachin is achieving unimaginable milestones by crushing our fears of ‘impossible!’
Experts are there to give their opinions, all I know is (50+46) tons are nothing for the Run-Machine!!
After all, God is the maker of his own Destiny! He has made his own, so of ours… To me, you are ‘the God of All things!’

Friday 17 December 2010

Yes, Comrade! Welcome...

It was not ‘business as usual’ in a B-school campus! Indian Institute of Management, Calcutta, one who basks in glory of being ‘best finance institute’ invited a Comrade to deliver speech in Institute Lecture series! Mr. Sitaram Yechuri, CPIM Rajya Sabha MP was the guest for today’s occasion!
The discussion was all about Crony Capitalism with special reference to ‘all India Radia!’ How Crony Capitalism is destroying the Democracy at large came back over and again in his speech.
What is this Crony Capitalism? It is a form of capitalist economy in which success in business depends on close relationships between business people and government officials. In other words, it’s a ‘sweetheart deal’ and nepotism performs at its best while government (or any government officials) grants contracts, legal permits, special tax breaks etc.
Yechuri pointed out, collateral damage is taking place due to vicious presence of Crony Capitalism. Not only multi crore rupees 2G Spectrum Allocation or Commonwealth Game Scandal, but the ‘invisible hand’ (not in the context of Adam Smith) was seen in illegal mining, Adarsh housing scams too! In this nexus, natural resources too have been destroyed (illegal mining etc.) and amount of collateral damage was huge! If corruption becomes the key in almost every deal, so how could be democracy prevail unhurt? So, carcinogenic Crony Capitalism is gradually chomping the strongest pillar of Indian Constitution i.e. Democracy!
Honest politicians are soon becoming an endangered species; even Yechuri has jokingly admitted the same while telling that ‘(for a politician) most creative ingenuity can be found in corruption and money-making, though others are not in other orbit!’ The way thousands of crores of rupees being wasted in several scams, that is actually hindering the social progress. ‘Right to Education’ can actually becomes a full-fledged reality had thousands of crores of rupees not being wasted in 2G scams! According to a survey by NEPA, now it would take more time to be implemented as more and more fund is needed. Food Security is still a dream for India. Left parties asked the government, no need to discriminate AP-BPL, give all Indian household 35-kg rice/month. For that Rs. 82,000 crore additional fund is needed and now just think of what happened during CWG!! The reality is, 77% of Indian population living on less than 20 rupees a day, whereas we are getting to see almost in every second day a multi-million scam is unfolding! So, in a way Crony Capitalism is destroying the future is what Yechuri believes. Can India actually afford this much of waste? He asked the questions to the managers-to-be!
But how could a politician stay away from political comments? References of ‘Historical Blunder’ did come while replying a question, so did the issue of tussle between Achuthnandan-Vijayan in a subtle manner, Mamata Banerjee’s Poltical Hungama! Though Comrade didn’t take a single name other than A Raja!
With great pride he told, that not a single name of any left leaders in 2G scams, and in Hawalacase was there! But morality, principle, value is no more a basis while politicians ask for vote! ‘People’s mandate has been bought’ so many a times bright and deserving persons are losing and Money-Muscle is having the last laugh!
He has drawn our attention to the fact, two Indias are being made. At one hand, we are striking deals after deals with G5 countries and focusing on bilateral trade, technology transfer etc. and on the other more than 40% people don’t get a square meal a day! Population has become liability for the government whereas this must be seen as an asset as 54% of them are under the age of 25. So if all of them can be provided with food-health-education, India can change and for better.
But why should anyone vote for the Left? While replying this question, Yechuri told that India wasn’t fall down during the last economic recession because of Left’s timely intervention with government’s economic policies. He cited the examples of, not allowing full convertibility of rupee, foreign banks taking over Indian banks, FDI in Insuarance, Pension fund privatization etc. Had all of them taken place, could India survive the recession? Then a square drive, ‘aren’t these enough reasons to vote for the leftists coupling with morality and honesty, what say?’
Yechuri believes that, economic reforms have in-built mechanism to Crony Capitalism. By any means Crony Capitalism needs to be eliminated. He requested PM Manmohan Singh to take the initiatives in doing so.
And he ended with changing nature of management studies. He called Management studies a ‘trans- disciplinary’ segment, no more a multi-disciplinary! And onus is on the management graduates to drive away the evil called Crony Capitalism while making policies for their respective employers! And future of India lies in management exercise!
Though I wanted to ask him a question… Crony Capitalism is destructive, so is capitalism (though from a different perspective). Between these, where does Communism stand? Is it really dead or actually can play a role in throwing away Crony Capitalism? The question was unheard and naturally, the reply too!!
Still, Welcome comrade!! Different stroke in the hotbed of Capitalism!!

Saturday 11 December 2010

Birthday Wish...

Last Saturday, i.e. on December 4, I have had my birthday. Friday night at 12 I received an sms: ‘What’s your birthday wish? Whatever it is, may it be fulfilled to its fullest extent… Many happy returns of the day dear!!’
Frankly speaking, birthday doesn’t mean anything to me. I don’t matter to anybody, so how could my birthday be a special occasion?
You may think that why I am telling this. Let me share something here.
I am the single child of my parents but yet to bring smile on their face. At least once in a day I hear ‘may nobody, even our foes have a daughter like you!’ Earlier, many a times this has made me cry. Now I laugh at this. What can I do, I can’t choose my parents! I was not able to make them happy with my results and career. They always wanted to be the toppers & I was always happy with my ranks! Now they are looking for a ‘suitable boy’ for their ‘ugly duckling’, but at the same time they know Beauty sells best in the marriage-market! So, no luck to them and cursing me for not being fair, beautiful and slim!
My father is terminally ill. Need not mention, I have concern for him. Though I am very emotional, but my problem is I cannot express my feeling for anyone! That always sends a wrong message that I am selfish!
Right from my 6-day of age, I live with my grandma. She, along with my aunt brought me up with all their love and care. I have a very special place for them in my heart. I was never pampered by my Didan, but always have got encouragement from her, be it choosing career or pursuing favourite subjects! I share a very special bond with her. I cannot imagine myself without her presence!
My friend circle is pretty large, though who are my actual ‘friend’ I doubt. Whenever they need any help, they renew their contacts with me! Once the job is done, the next question well could be ‘who is Anwesha?’ Right from my school days to present, no change in the status record!
Here I must confess, I cannot pretend. I am same both from outside and inside and any person can understand my nature by spending barely 30 minutes!! I hate hypocrisy. I am politically incorrect and don’t know what diplomacy is! Moreover even if I feel people are using me for their own benefit, then also I cannot say anything!
I always try to give my best in whatever I do. I am not sure whether those are actually ‘best’ in the professional field! Because even after delivering my best (according to me of course), I know it is told about me that I am ‘worthless and useless’. There are some persons in my known circuit who feel their ‘star’ status would be ebbed if they openly interact with an ‘extra’ like me. But had they need any help, they would come to me for help!
I have realized that honesty and hardworking (the most trusted words for me) is gradually losing ground. Backing, reference, recommendations are the clear winners! There was a time, when I had a dream. The dream of achieving my goals. I had great confidence in me. As I didn’t get any encouragement ever (other than from my didan and teachers of school and university) while taking major decisions, I used to motivate myself. But, I cannot dream anymore. My dream has been crushed. My confidence is running in negative. I cannot even think that I can do anything successfully!
I am failure from all perspective. I never bring smile on anyone’s face; no one is/was ever happy with me. Thus, I don’t want to stretch my failure list by getting married and ruin a person’s life! I don’t deserve love!
Now I am silently laughing while writing down about myself! At times I use to call myself as ‘use and throw’ as no one remembered me once their work was over. Now I found another suitable word to describe myself, ‘recycled!’
The birthday sms was about my wish!
Yes, I definitely have a birthday wish and that is ‘I DON’T WANT TO SEE MY NEXT BIRTHDAY AS I WANT TO SEE A SMILE ON EVERYBODY’S FACE!
Let me see if I can fulfil this sole wish of mine!

Friday 10 December 2010

Birthday Wish...

Last Saturday, i.e. on December 4, I have had my birthday. Friday night at 12 I received an sms: ‘What’s your birthday wish? Whatever it is, may it be fulfilled to its fullest extent… Many happy returns of the day dear!!’
Frankly speaking, birthday doesn’t mean anything to me. I don’t matter to anybody, so how could my birthday be a special occasion?
You may think that why I am telling this. Let me share something here.
I am the single child of my parents but yet to bring smile on their face. At least once in a day I hear ‘may nobody, even our foes have a daughter like you!’ Earlier, many a times this has made me cry. Now I laugh at this. What can I do, I can’t choose my parents! I was not able to make them happy with my results and career. They always wanted to be the toppers & I was always happy with my ranks! Now they are looking for a ‘suitable boy’ for their ‘ugly duckling’, but at the same time they know Beauty sells best in the marriage-market! So, no luck to them and cursing me for not being fair, beautiful and slim!
My father is terminally ill. Need not mention, I have concern for him. Though I am very emotional, but my problem is I cannot express my feeling for anyone! That always sends a wrong message that I am selfish!
Right from my 6-day of age, I live with my grandma. She, along with my aunt brought me up with all their love and care. I have a very special place for them in my heart. I was never pampered by my Didan, but always have got encouragement from her, be it choosing career or pursuing favourite subjects! I share a very special bond with her. I cannot imagine myself without her presence!
My friend circle is pretty large, though who are my actual ‘friend’ I doubt. Whenever they need any help, they renew their contacts with me! Once the job is done, the next question well could be ‘who is Anwesha?’ Right from my school days to present, no change in the status record!
Here I must confess, I cannot pretend. I am same both from outside and inside and any person can understand my nature by spending barely 30 minutes!! I hate hypocrisy. I am politically incorrect and don’t know what diplomacy is! Moreover even if I feel people are using me for their own benefit, then also I cannot say anything!
I always try to give my best in whatever I do. I am not sure whether those are actually ‘best’ in the professional field! Because even after delivering my best (according to me of course), I know it is told about me that I am ‘worthless and useless’. There are some persons in my known circuit who feel their ‘star’ status would be ebbed if they openly interact with an ‘extra’ like me. But had they need any help, they would come to me for help!
I have realized that honesty and hardworking (the most trusted words for me) is gradually losing ground. Backing, reference, recommendations are the clear winners! There was a time, when I had a dream. The dream of achieving my goals. I had great confidence in me. As I didn’t get any encouragement ever (other than from my didan and teachers of school and university) while taking major decisions, I used to motivate myself. But, I cannot dream anymore. My dream has been crushed. My confidence is running in negative. I cannot even think that I can do anything successfully!
I am failure from all perspective. I never bring smile on anyone’s face; no one is/was ever happy with me. Thus, I don’t want to stretch my failure list by getting married and ruin a person’s life! I don’t deserve love!
Now I am silently laughing while writing down about myself! At times I use to call myself as ‘use and throw’ as no one remembered me once their work was over. Now I found another suitable word to describe myself, ‘recycled!’
The birthday sms was about my wish!
Yes, I definitely have a birthday wish and that is ‘I DON’T WANT TO SEE MY NEXT BIRTHDAY AS I WANT TO SEE A SMILE ON EVERYBODY’S FACE!
Let me see if I can fulfil this sole wish of mine!

Thursday 25 November 2010

Protecting Women: Yet another Bill

To ensure safety to all the women in their workplaces, very recently Union cabinet has passed ‘Protection of Women against Sexual Harassment at the Work Place Bill 2010’. The term sexual harassment was first defined in the landmark judgment of Vishaka & Others vs. State of Rajasthan & Others in 1997 which for the first time laid laws in relation to sexual harassment in India. After this path breaking judgment, Government took 13 years to bring legislation on the same!
The Bill proposes a definition of sexual harassment which is as laid down by the Supreme Court in Vishaka Case. (AIR 1997 SUPREME COURT 3011)
Definition: For this purpose, sexual harassment includes such unwelcome sexually determined behaviour (whether directly or by implication) as:

(a) physical contact and advances;
(b) a demand of request for sexual favours;
(c) sexually - coloured remarks;
(d) showing pornography;
(e) any other unwelcome physical, verbal or non - verbal conduct of sexual nature.

The Bill also provides protection to any woman who enters the workplace as a client, customer, apprentice, and daily wage worker or in ad hoc capacity. Students, research scholars in colleges or university and patients in hospitals have also been covered.
A spokesperson said, “If the bill is enacted, this will contribute to realisation of their right to gender equality, life and liberty and equality in working conditions everywhere. The sense of security at the workplace will improve women’s participation in work, resulting in their economic empowerment and inclusive growth.”
Key features of the bill:-
• Acknowledgment of the stigma and social discomfort which filing a case generates for a victim
• No information on the complainant or the complaint can be made known to the media public “in any manner”
• An employer will be liable to a fine of Rs 50,000 for failure to comply with provisions, which will require all employers to provide a safe working environment for women
• It also recognises the promise or threat to a woman’s employment prospects or creation of hostile work environment as “sexual harassment” at workplace and expressly seeks to prohibit such acts
The features definitely aim at ensure safety to a woman. But the bigger question is how much effective it would be? We know, for last 13 years, Sexual Harassment cases have been enquired/judged/investigated under section 141(The Guidelines) of Constitution of India. While giving verdict on Vishaka Case, Supreme Court has opined unless and until legislation is brought on Sexual Harassment at Workplace by Indian Parliament, this (the guidelines in Visakha Case) would be enforceable as law while dealing such issues. Moreover, irrespective of Public, Private, Quasi Government, Enterprise, Undertaking all the places must constitute a Cell to deal with harassment cases.
Undoubtedly, the Supreme Court directives have been followed everywhere upto establishment of a Cell, but the larger issue remained the same. How many women employees really got the benefit of this?
In this context, I want to share two incidents:-
It was a reputed company. Top Boss was (and is) always for gender equality. Work environment was not that good, but somewhat Ok. But the day a married lady was harassed by her boss and informed the cell, she was forced to resign within some days! The man in question is still very much there and no action was taken!

The other one was even more shocking! Without the girl’s consent there were some activities of ‘touching.’ The man belongs to a top position, whereas the girl is his subordinate. To show his ‘concern’ and ‘care’ for his junior colleague, he touched her! Moreover, she was ‘brainwashed’ by some other top persons of that place for not lodging a complain as it would thrash the reputation of that workplace! She was advised to ‘forget’ that. Yes, she has to compromise and as a result started hating herself!

In many educational institutions, students are bringing harassment against the teachers! The teachers are considered as the pillars of the society, and now they are asking for sexual favour from their girl students! (Calcutta University case is a well known one!). After this kind of incidents, would there be any respect for the whole of the faculty community?

When these incidents took place, Supreme Court Guidelines were very much in place. But that yielded no result. Establishing these cells actually nothing but eyewash. Other than in some of the exceptional cases, actually women employees don’t get any help despite Supreme Court Ruling.
Now another bill is on the fray, it has been brought to make women employees ‘secured’. If it is enacted and actually brings changes in the workplace, then it would be an exceptional legislation. Everyone has seen the ineffectiveness of 498A and Domestic Violence Act. In both the cases, either the laws were misused or fail to yield the results what was thought of.

Long back Capitalism has made women body a ‘product’ which can be bought and sold. Some women for getting some benefit in the workplace are actually using it too. But maximum working percentage does not fall under that. It’s a pity that India has to constitute law only for ‘working women!’ Unless and until social psyche is changing and men are shedding off their chauvinism and habit of thinking themselves superior, this law can’t function smoothly. And the saddest part is ‘India Shining’, ‘India Rising’ without ensuring a safe society for the women! Government, in the context of gender equality and social justice (of a different kind) has brought in this bill. Let’s hope it works in its fullest extent and reach!

Sunday 21 November 2010

Companies Act, 1956 vs. Companies Bill, 2009: Real Departure?

For last few years Government is trying to amend the Companies Act, 1956 in order to make it more ‘friendly’ with the industry and corporate sectors and to go away with certain archaic provisions. Though, the Companies Bill, 2009 is ready, still it is yet to become an Act. Earlier it was decided, in this current winter session of the Parliament, this would be passed. But for some other ‘important’ bills, this has been reserved for the budget session.
The bill was introduced in Lok Sabha on 23rd October in 2008, but due to dissolution of the parliament the Companies Bill, 2008 lapsed. In between some corporate frauds (one of them was Satyam) took place which questioned certain clauses of existing company law provisions. It forced the government to re-introduce the Companies Bill, 2008 as the Companies Bill, 2009, without any change.

Let see, whether it’s an old wine in a new bottle or really it is offering something different.

Main Objectives of Companies Bill, 2009:-

 To revise and modify the Companies Act, 1956

 To make the Companies Act, 1956 compact by deleting provisions that had become redundant over a period of time.
 To re-write various provisions of the Act to enable easy interpretation
 To delink the procedural aspects from the substantive law and provide greater flexibility in rule making to enable adaptation to the changing economic and technical environment

There are certain provisions which have been introduced for the first time.

Independent Directors
Companies’ Act 1956 doesn’t have any direct reference of Independent directors. Whereas in the Bill, independent director is clearly defined and role and duties have been stated. Tenure of 6 years has been fixed for the independent directors. Appointment of one third of the total no. of directors as independent directors has been proposed for every listed public company having a prescribed paid up share capital. Other than sitting fee and reimbursement of expenses, independent directors are not entitled for remuneration. Though, with prior approval of the members he is entitled to stock option and profit-related commission.

Director identification number
Duties and liabilities of director specified in the bill. Non compliance of prescribed duties and violation of those would attract penal consequences. New clause for resignation of a director has been introduced. Every director needs to obtain Director Identification Number and has to notify concerned authority. Director will be disqualified if he doesn’t obtain the DIN. This is a new clause. Earlier no such provision was there. In the current Act, it is specified that in case of a public company, 11% of the net profit of the company as remuneration to the Company director is maximum permissible limit. No such limitations in the new bill. No limits have been laid down on quantum of sitting fees to be paid.

Key Managerial Person
Statutory recognition to audit, remuneration and stakeholders grievances committees of the Board and recognizes the Chief Executive Officer (CEO), the Chief Financial Officer (CFO) and the Company Secretary as Key Managerial Personnel (KMP)

Concept of small company
Nothing has been defined in the Companies’ Act 1956 about small company. Small company means other than a public company, whose paid-up capital must not exceed the prescribed amount or in any case Rs. 5 crore.

One Person Company
As the name suggests it has an only one person as a member. The memorandum of the company shall state OPC Ltd. Companies’ Act, 1956 doesn’t talk about this.

Participation in a board meeting through video conferencing
Barring some situations, using video-conferencing technology for participating in the board meeting has been agreed upon. In the current Act, there is no such provision.
The maximum gap between two Board meetings is proposed to be 120 days in place of once in a 3 months. Time-period for issuance of notice and secretarial standards have been clearly defined in the new Bill.

Registered Valuer
For the first time, the concept of registered valuers has been introduced. Under the new Bill, whenever a valuation is required, that has to be carried out by the registered valuer of the company.

Appointment as an administrator
Another new concept is of an administrator. Company Secretary should be in the government panel in order to be recognised as an administrator of a sick company.

Company Liquidator
Introduction of the concept of Company Liquidator. Tribunal will appoint the liquidator and company secretary will be the professional assistance to the appointed liquidator.

Adjudication of penalties
This provision has been introduced in the Bill. In respect to non compliance of procedural laws, a minimum and maximum quantum of penalties will be charged. The determination of quantum of penalties will be decided by the Adjudicating officers.

Establishment of Special Courts
For speeding up the trial, central government through a notification may establish Special Courts as per the necessity. The Special Court will consist of single Judge, appointed by the Central Govt. with the concurrence of the Chief Justice of the High Court within whose jurisdiction the Judge will be working. Only serious offences should go to Special court.
In respect of foreign members or debenture holders, the Bill proposes to set up a competent court outside India for rectification of the register. This is a new provision and recognizes the presence of foreign investors in India in corporate securities.

Report on general meeting
AGM report shall have to be prepared and have to be filed to RoC within 30 days! If not furnished, penalty will be levied minimum of 1 lakh rupees to maximum of 5 lakhs for a company and for an individual defaulter of the company will have to pay a minimum of rupees 25 thousand to maximum of 1 lakh as a fine.

Merger & Amalgamation
The bill proposes increased disclosure requirement during merger and acquisition, allowing cross border and contractual merger. National Company Law Tribunal will replace all the multiple High Court permissions. The new provision states ‘A foreign company may merge or amalgamate into a company registered under this Act or vice versa and the terms and conditions of the scheme of merger or amalgamation may provide, among other things, for the payment of consideration to the shareholders of the merging company in cash, or in Indian Depository Receipts, or partly in cash and partly in Indian Depository Receipts, as the case may be, as per the scheme to be drawn up for the purpose.’
The bill recommends the abolition of differential voting rights or DVR.

Subsidiary Company
In the current provision it is said that, only when the holding company holds more than half of the equity share capital of the other company, the other company would be the subsidiary of the company holding such equity share capital. The new bill recommends that ‘“subsidiary company” or “subsidiary”, in relation to any other company (holding company), means a company in which the holding company—
(i) controls the composition of the Board of Directors; or
(ii) exercises or controls more than one-half of the total voting power’
In other words, companies would be only able to have one level of subsidiary companies. A subsidiary company cannot have further subsidiaries

Insider Trading
Companies not to be allowed to raise deposits from the public except on the basis of permission available to them through other Special Acts. The Bill recognizes insider trading by company directors/KMPs as an offence with criminal liability.
Uniform Financial Year:
The new bill seeks to introduce a uniform financial year for all companies, which would be April- March every year. Though, Company Law Tribunal could allow different financial year if companies appeal for that.

There are certain provisions in the amended bill which would help Indian Companies to perform better in the competitive field. Though there are severe criticisms against some of the proposed change.
The inclusion of independent director is applicable to the listed companies only, whereas it would have been more welcoming if it were exercised in the case of unlisted companies too. Rotation of audit firms in every 5 years may cause problems for small companies. Fixed tenure for independent directors is not at par with the international standard. Generally, independent directors take more time to start working. So, 6 years could be very little time. No company can have more than one subsidiary company would definitely stop money laundering but it may create financial problems for certain JV and M&As. This proposal is not in accordance with the international standard.

This Amendment is often called Satyam Amendment. After Satyam Saga, so many recommendations have been made to strengthen the Corporate Governance Scenario. Due to certain provisions in the current Act, government couldn’t act upon Union Carbide after the Bhopal Gas Tragedy. Experts believe, Companies Bill, 2009 would bring welcoming change and would help the Indian companies to become more transparent, though few clauses are questionable.


Sources:
Companies Act, 1956
Companies Bill, 2009
The Mint
The Economic Times
www.sidrutiya.blogspot.com

Tuesday 16 November 2010

Public Policy and Industry

Indian Institute of Management Calcutta-the first of its kind has kick started its Golden Jubilee celebration on 14th November, 2010. Several panel discussions on Management Education in India: Past, Present and Future revolved around primarily two basic components, namely: 1) Spreading the IIM system physically 2) Made the to-be-manager understand the immense need to understanding human and social capital, ethics, value and social structure in order to run the business successfully.
The first point was easily understandable. Central government has already nodded to create more and more IIMs. One of the panelists suggested starting ‘Indian Institute of Management Global’ in order to leave its mark on global platform and prove its worth as centre of excellence. It was highly applauded.
But what seemed the disturbing trend is that, the industry is recruiting from IIMs, but the quality and knowledge it is expecting is lacking in the IIM fresh graduates. Prof. Amitav Bose compared with India’s Forex reserve. He told, ‘IIMC is a huge repository of knowledge. Students bring in a huge amount of knowledge & after 2 years when they leave, they leave it here just as Forex…” This created a role of laughter but no one has denied this either. As one of the panelists pointed out, IIM brand is on sale, not the individual student!
Now the question is what industry wants? And to my utter surprise, what Industries are looking for, students here at IIMC consider those as secondary subjects! The buzz words in their mind is Finance and Marketing and industry is focusing on more and more in understanding social and human capital, value, ethics and social structure or in a word Public Policy!
Public Policy and Management (PPM) group is one of the best groups at IIMC, but the subjects always appeared ‘boring’ to the students because job market never gives any importance to those! If we have to accept the emerging trends from this two-day management conclave, one has to admit the students are grossly wrong! They are getting recruited because they are the products from IIMs,(some faculties believe ‘semi-finished product’) and not for their merit and their gyan in finance and marketing!
From industries’ perspective why is Public Policy becoming so important and ethics is becoming a talking-point? Just imagine India of 1990 (before the economic reform phase). Inflation at its worst, no-no to foreign investment, stringent law for trade and commerce, no social development, and number of people below the poverty line is alarmingly high! At that time IIMs Management Course was not that relevant and moreover people don’t understand that what a manager should do! Manmohan Singh’s Economic Reforms yielded tremendous change in Public Policy and social order. The concept of investment bank, venture capital, private equity first time emerged in India’s job market and thus the IIM system became so important and quintessential for the industries.
In the initial phase, finance-marketing-HR won hands down! After that, strategic management took over and the current trend is Public Policy and Ethics! Capitalism is changing and it’s directly impacting the societal order. If the base of the economy (as of now India is a Capitalist state) keeps changing, what could be the constant, definitely Public Policy and Ethics. Every second day government cannot change its policies. So in the ever-changing society, ethics become important. And where stands the management or to say managers? He may be the manager of a reputed company, but he has to perform within the societal norm. For that, he needs to understand the public policies first. Say, being a manager of a company he decides to build something around a non-developed area where people needs to be displaced and environment laws has to be concurred with. He cannot arbitrarily displace them or violate the environmental laws. If you don’t know the law of the lands and think yourself the king of an island, than you can’t be a manager. If the manager is not aware of social and human capital of his own organisation, how could he function? Thus, public policy is so important.
I want to share two personal anecdotes from two of my courses.
Scene 1: 2.15pm, post lunch session of Business Ethics class. Nearly 75 students were in the class, among 50 were busy taking their afternoon nap, 5 were listening and rest were either playing games on mobile or in the laptops! When asked, the blatant reply: ‘chhoro na, non-credit hain!’ (In IIMC Business Ethics is a non-credit course, which easily has acquired the reputation of non-productive too, though the assumption is entirely wrong!)
Scene 2: It’s a credit course. The Discussion on ITCs E-Choupal was going on. Among nearly 80 students, 15 were awaken, all others were engaged in reading newspapers, taking nap, playing games as they felt the course is useless (again wrong, of course!) In some of the PPM courses students pay attention as they are somewhat related to finance and regulations!
If these are the general picture of Business Ethics and PPM classes, so Industry cannot get what they want.
And from a different perspective, how many recruiters focus on the fact ‘how much you know’, they sort CVs based on CGPAs. So students always busy calculating that! The sense is ‘What’s the use of learning, once I get a job will learn there!’ and some of them have a bizarre idea that as ‘we have cracked the CAT, we already know everything, even more than the professors…’
IIMs, no doubt are the best of the academic institutions, but it needs to ‘reflect and introspect’ in its current syllabus! Too much emphasis on Finance and Marketing is actually ruining the other important subjects which industries are looking for. Particularly at an MBA stage, every single subject becomes inter-disciplinary. No one is denying the immense importance of Finance and Marketing, but this has to be in mind if those are minus of Public Policy, Ethics and CSR, those won’t get a platform to perform. At the end of the day public policy and ethics which call the shot, I don’t think non-ethical business can even survive!
Wake up, guys… look beyond the attendance sheet!

Saturday 13 November 2010

Copy? Right!!

Zandu Balm is no more in pain, its only gain! Munni’s Badnam is Zandu’s nam! Though, all it started with legal tangle!
For months, "Munni badnaam hui", the item song from the hit movie Dabangg, has topped the charts & Zandu Balm, a pain reliever product by Emami has been used in the song! Emami was outraged and decided to file a suit against the producers of the film for Copyright Infringement! It actually dragged producer Arbaz Khan to court.
The notice served by the Emami’s counsel reads ‘In the song, the name Zandu balm has been used continuously at various places. By using the brand name in the song, you have not only violated the copyright of my clients, but you have also made an attempt to defame the reputation of my clients and the product manufactured by them.’ Later, they agreed on ‘out of the court’ settlement!
And what a turn of event, now ‘Munni’ aka Malaika Arora Khan would be the brand ambassador for Zandu Balm! And not only that, Emami has posted its best-ever second quarter results (profit of Rs.53 crore). And, Zandu Balm sales soared by nearly 35 per cent in the last three months!
Actually, it’s surprising but true, whenever something (especially songs) has been copied, that has worked as wonders! Have a glance on some of the super hit songs from various Hindi movies:-
Haan Yeh Pyaar Hai (Can't Take My Eyes Off Of You), Dil Le Le Lena (Macarena), Jab Koi Baat Bigad Jaaye (Five Hundred Miles), Tirchi Topiwaale (The Rhythm Is Gonna Get You), Aate Jaate (I Just Called To Say I Love You), Chura Liya Hai Tumne (If It's Tuesday This Must Be Belgium), Dole Dole Dil & Nazrein Mili (Come September), O Mere Sapnon Ka (Bachelor Boy), Mehbooba Mehbooba (Say You Love Me), Tumse Milke (When I Need You, ‘Dil Mera Churaya Kyon’ (Last Christmas I gave you my heart)
All are copied from various English songs and music. In a more civilized term it is called ‘inspired’! And all of these actually have gone down well with the Indian audience. Some believe, copying is not that bad as this gives an opportunity to a section of Indian audience to have a brush with western music, which is not possible in any other means!
Let see what the Berne Convention (1886) says about copyright. In the Article 2 of the said convention, it is told,
"The expression 'literary and artistic works' shall include every production in the literary, scientific and artistic domain, whatever may be the mode or form of its expression, such as books, pamphlets and other writings; lectures, addresses, sermons and other works of the same nature; dramatic or dramatico-musical works; choreographic works and entertainments in dumb show; musical compositions with or without words; cinematographic works to which are assimilated works expressed by a process analogous to
cinematography; works of drawing, painting, architecture, sculpture, engraving and lithography;
photographic works, to which are assimilated works expressed by a process analogous to photography; works of applied art; illustrations, maps, plans, sketches and three-dimensional works relative to geography, topography, architecture or science. [.....] Translations, adaptations, arrangements of music and other alterations of a literary or artistic work shall be protected as original works without prejudice to the copyright in the original work. [.....] Collections of literary or artistic works such as encyclopaedias and anthologies which, by reason of the selection and arrangement of their contents, constitute intellectual creations shall be protected as such, without prejudice to the copyright in each of the works forming part of such collections."
Originality is the only factor based on which copyright is given, merit is never an issue in this regard. Idea cannot be copyrighted, whereas expression is. If anybody, without the prior permission of copyright owners uses their original works for his own purpose, that amounts to copyright infringement.
Emami owns the copyright as well as trade mark of ‘Zandu Balm’. As it’s a well known brand and a good will is associated with that, no one can use that without permission. Thus, such a legal war took place between the Dabaang producers and Emami. Though, this negative publicity actually has given Zandu Balm an edge over its competitor.
Just two years back, the clash between Vidhu Vinod Chopra (the producer of the Three Idiots) and Chetan Bhagat (author of 5 Point Something on which Three Idiots is based) is well known. Bhagat alleged that though the contract was there, but that was not maintained in its true spirit.
Now, let’s see a larger perspective.
Malcolm Gladwell's ‘What the Dog Saw’ called "something borrowed", which deals with the violation of intellectual property rights and more directly with plagiarism. Though the word ‘plagiarism’ is not mentioned in the copyright laws!
‘Gladwell told about a very successful Broadway play, Frozen --without him being given any credit. He was naturally very disappointed, but after he saw the script of Frozen, he finds it "breathtaking". He says, "Instead of feeling that my words had been taken from me, I felt that they had become part of a grander cause... I considered the borrowing to be a compliment."
In some ways, Three Idiots too have played the role of a catalyst which boosted up the sale of Bhagat’s much acclaimed novel.
These are the exceptions, where violations have actually yielded positive results. But actually rampant copying has become a concern, so there should be stricter norm, not only in letter but also in spirit. In India there are several instances of violating copyrights. It has to be kept in mind, copyright is not only a legal provision but also a source of economic benefit!

Thursday 11 November 2010

Happy Birthday, IIMC!!

Pandit Nehru was a great visionary and one of his dreams had got shapes in form of Indian Institute of Management. Though, he wanted to create ‘able managers’ from IIMs to run the nation-state and now the brand IIM is a buzz word in the arena of Investment Banks & Consultancies!
On November 14, IIM Calcutta, the oldest among its peer group will complete its 49th year and will step into 50. Presumably, the campus is getting into its birthday attires! Now, talk of the campus is about ‘slot 0’ only as the Summer placement is in full swing, still the Birthday boy is getting some attention!
In a small gathering today, IIMC Director Dr. Sekhar Chaudhuri has told that 14th November will see the commencement of two-year long celebration of IIMC’s Golden Jubilee! Chains of events will follow! Dean of the institute, Prof. Saugata Ray admitted that very hurriedly everything has been arranged, so probably many have been left out in the process, but in coming two years every single person of the institute(current or retired) will feel they too are part of the occasion!
But, is it true that all the employees of the institute are equally excited about the Golden Jubilee celebration? How much students are enjoying? What about the large section of non-teaching staffs?
Many staffs are felt left out as they got to know only yesterday! Due to lack of time, there won’t be any events by the students and a huge section of the employees were not even aware whether they have been invited! What make me even more surprised is that the institution doesn’t have any record of its ex-employees before 1980s! No, I am little wrong. The record is there, but that has not been kept in a systematic manner, so the Dean himself has admitted his ‘inability’ to get even half of the contacts of the ex-employees!
And I must admit, I also belonged to the same league of ‘left out’ until a small speech of Prof. Anup Sinha awakens me! He told, “Keu keu abhiman korechhen’’ (some became very sentimental) as they were left out! They got the invitation by a notice. But it’s like our family, so you also have to come on your own. This is the occasion of your family!” This made me feel different. Suddenly, I also realized I am also a part of this august institution! Till date, I thought of myself as a ‘mercenary’ for various reasons. I am still that, I know, but still a sense of pride too is there. I am welcomed in the Golden Jubilee of the institute! Prof. Sinha has assured that, everyone is welcome (I had a strong doubt whether contractual staffs are part of the celebration).
Critics may say, the programme could have been on a large scale. This could be planned differently by bringing out memoirs, crafting mementos, involving students in a better way etc. But sometimes, we do celebrate the birthdays of family members in a very homely atmosphere, and partying and grandeur celebrated at a later date!
So, IIMC has taken the same route. By unveiling a logo on 14th it will commence the journey of 2-year-long celebration. Dean is dreaming of making the event not only a grand success, but also a trend setter which other IIMs will follow during their Golden Jubilee Celebration!
Let’s give a definite shape to his Dream, no, not only his dream, that’s our dreams too!
Happy Birthday IIM Calcutta… you rock as always!

Monday 8 November 2010

Mr. President: Yes, We CAN!!

‘Dream a huge, big and a gigantic dream!’ The first lady of USA has asked the generation Y of India. She knows the power of dream. Her dream, sorry, their dream has given them a new residence at White House: The dream ‘Yes, we can!’
So the dream merchants are now in India: Mr. Barack Hussain Obama and Ms. Michelle Obama. They are selling different kinds of dream in a packaged form. Though, these dreams cannot have any Freudian connotation but diplomatic and political inclination with a touch of Real Politik!
America’s dream of retaining its ‘economic superpower’ status had been shattered due to the recession which was as bad as 1930’s Great Depression but the effect was more on than the ‘30s! The rate of unemployment in USA in October, 2010 is alarmingly high! In every second day many employees are getting pink slips.
This year only, 141 American banks have been shut down, surpassing the worst period of recession! According to the Federal Deposit Insurance Corporation, this failure would cost $254 million! To stabilize the national economy, just before President Obama’s visit to India, US Federal Reserve announced that it would purchase the government securities worth $600 billion. In last quarter US Economy’s growth rate was 2%!
So, quite expectedly America has to strengthen its business ties with India as ‘natural ally’. And Mr. President has come here exactly for that reason. Just think about his contingent, 300 CEOs! It seems like the Chief Executive Officer of the United States of America has arrived!! He has already announced $10 billion trade deals which would create 54000 jobs in America. Economists estimate, to combat the unemployment rate, US needs to create atleast 3 lakhs jobs per month. Thus, it’s a tiny step only!!
For the first time ever, an US president has admitted that “"There (in USA) still exists a caricature of India as a land of call centers and back offices that cost American jobs. That's a real perception." He emphasized on dismissing this ‘old stereotypes’ in order to create jobs, growth and higher living standards for both the countries! The President wants India must lift barriers on certain sectors in relation to foreign investments! (namely retail and others). USA wants the Indian market to sell, he stated that while answering a question by a Mumbai college student.
America is no more the largest economy; it is struggling to fight unemployment and financial bankrupt situation. So, it needs newer market, by whatever means. Just think, an US president is openly admitting standing in a third world country that, “Now because of the rise of India, China and Brazil and some other nations, there is a real competition out there and potentially healthy. This is keeping the US on its toes, because I feel we still can compete." USA, once the monopoly of the economic activities, is now talking about creating a ‘win-win’ situation to sell products to Asian markets and openly admitting the threat from so-called poor nations (barring China ofcourse!).The president is again dreaming of prosperous USA.

And what one section of Indian media is doing? They are simply analyzing that why Obama is not coming out on Pakistan’s terror issue! Why would he do that? First of all, as long as Pakistani terror outfits are there that would help USA to sell sophisticated weapons, war jets to them, especially when their war-market is shrinking! Pakistan would give them similar amount of business, could be more than India in coming days. Pakistan is still limping to have a stable political and economic order, if USA lends them a helping hand (it is doing that), they would grab every single opportunity, much of USA’s interest! So why spoiling a stable relationship?

Moreover, he stated that Islam is a peaceful religion, Jehadis are giving a bad name to it. Rightly so! Thus, Pakistan is not a terror state but it’s not that quick on terror issue. It’s a subtle message to Pakistan as well that, ‘big brother is watching!’ How could a section of Indian media even thought of that Obama would call ‘Pakistan a terrorist state’ like the Indians do? Even I believe, Pakistan is not a terrorist state, peace-loving people live there too, though they are minority!
So, the way Politically, diplomatically and Economically Obama needs to deliver, he has delivered exactly on the expected lines!
Obama, otherwise a damn smart and young President is here to save his country, financially. His charm, easygoing attitude, spending time with underprivileged kids, interaction with the students are just fine! Michelle has become a star by her candour! But how could we forget the post he holds presently? May be he is a far better orator and administrator(?) than the erstwhile president George W Bush, but his policies are on the lines of US imperialism. He himself has admitted that. In his words, “I actually think that the US has an enormous partner in India probably because we have so many Indian Americans, because of the shared values that we have. India is going to be a critical partner with US in the 21st century. That was true when George Bush was President and that was true when Clinton was President. I don't think our firm belief is going to alter in a significant way.”
If you carefully read between the lines, the underneath message will come out that USA’s foreign policy is not changing. And USA knows India’s rightist governments’ love for them!
Yes, Mr. President we are also dreaming big with you, though a slightly different one! USA is bidding goodbye to its imperialism and a new world order is gradually taking place. The harbinger of the CHANGE, we believe, yes, we the Indians, CAN!
Enjoy, incredible India!!

Saturday 6 November 2010

My Friend

I used to know a girl who was bitterly honest, jolly, witty, charming, friendly, and caring! You might not call her ‘happy-go-lucky’, but she used to be her own person! Smile never disappeared from her lips!
She had her little universe. To others, it seemed like a heap of useless things, such as few pictures of her secret crush, childhood heroes, paper-cuttings, diaries, books, pens!! But to her, it was the most sought-after place where she used to spend time with herself.
She didn’t have any friend, sorry, true friend. She used to share her sorrow, joy, success, failure with herself only! She was her best friend. Through a mirror, she asked several questions to herself, for some she had got the answers but the huge chunk remained unanswered.
That Dreamy-eyed, slender looking girl was never an achiever per se. Though, she was good at studies. One day she had got her dream job and just the time she had started to bloom, she was thrown into the weeds! What to do, after an infighting with herself, she called it quits!
Now the other episode began. Her employers in the second office were even worse. To make the work done, they were so nice to her but whenever she had asked for even littlest of the help, they never lend a hand. Her soft and emotional attitude by then was widely known! Her hardworking nature made her popular publicly but actually was a matter of joke in private circuits! People took several advantages of her soft nature. She was taken for granted in almost everything! She understood everything at first go, but was so unfortunate that she was not able to do anything! Whoever she had trusted anyone, that had surfaced as Himalayan Blunder!
She was actually very lonely. Reclusive.
At one point in time, she considered herself a very strong, tough, confident girl. She used to tell, “For me sky is the limit & I will reach there!” Instead she had drowned into the ocean: Ruined from both inside and outside. Her second employers have gifted this to her, they made her belief, ‘You are nothing but a worthless girl! You know nothing!’
She called herself a ‘loser!’ Tears were her only companion for a long time! Now she is busy in the other world… Last night, she bade goodbye to all and forever!!
Take care friend. You are an out-an-out winner, atleast to me!

Tuesday 2 November 2010

Amu: Those 3 Blood-stained days

‘Mother and daughter stood in the midst of the crowd in Chandni Chowk, a little volcanic island erupting in the midst of streaming, staring people.’
Daughter: Kajori Roy alias Kaju
Mother : Keya Roy
So the question is why the volcanic island erupted? No, its not because that Kaju got to know that she was adopted by Keya (it’s a known fact to her). The reason is altogether different…she has just sometimes back found out that her biological parents didn’t die of any epidemic at Chandan Hola as her mother told her; moreover there was no such incident-the EPIDEMIC. She knew it from Kabir, a ‘cabron’, her newly gained friend (who would soon be her soul mate) a Stephenian and son of a bureaucrat.
(Certainly Keya has tried to hide something from her daughter, what’s that?)
To know the reason behind the volcanic eruption, we have to rewind the story.
Kaju, a UCLA student, is an adopted daughter of Keya, a legal-aid activist. After graduating she decides to visit India in search of her identity and roots, a theme fairly common in novels. Kaju, however, has flashes of memories that egg her on in her search—a whisper she can never put words to when she runs, a woman-like apparition that stirs her at a railway line, and a slum she seems to know.
During her stay in India, while visiting Chandan Hola she saw a ‘little girl with red ribbon in her hair run across the field’ Kaju blinked and the vision vanished. (Little girl and red ribbon come back again and again in the story- the significance of this is the heart of the story, which we will know later).
In another event, Kaju was caught amidst a street brawl, where the men were yelling ‘pakdo harami ko! Koi bachne na paye!’Her heart hammered furiously and she felt herself break into a cold sweat. Kaju wondered why she was having such a strong reaction.
In the process Kaju has got to know about 1984- Sikh Riot as a repercussion of Indira Gandhi’s assassination and Trilokenagar was worst hit. When she asked her mother about this, the simmering tension soared up between the mother and daughter, despite they do share a strong bonding. As the story goes by, we find Kaju’s desperateness has mounted up to know the ‘TRUTH’ about her natural parents; she even broke Keya’s trunk to get her birth certificate!
With some dramatic turns of events Keya revealed the truth to Kaju:
Named Amu at birth, she was among the many victims of the 1984 riots. Adopted by Keya at the age of three, as was requested by Shanno Kaur, Amu aka Kaju’s mother, before she hung herself; she was taken to America to separate her from traumatic memories that had left her dumb for months, she is one of the lucky ones. Her nerve-racking memory could haunt her, so Keya had hidden these facts from her daughter- this veil was the reason behind the ‘volcanic eruption’. Now she has got to know her “root” and “identity” she has longed for.

After this revelation, ‘their tears melting away all the years of pain.’
At this point of time we understand that why the slums, a girl with red ribbon, a woman’s head with slight profile, railway tracks, Gurbani and skirmishing people were so familiar (although faded away) to her – all these she had witnessed 20years back during the Sikh carnage. The little girl was Amu, the woman was Shanno and she had a ‘strong reaction’ seeing the brawl because of her blotching memory of her father Gurbachan’s death in the hands of the political cadre. Gurbani, which she had listened at Bangla Sahib Gurdwara in Delhi is also common, because while ‘overpowered by the mob, he started (Gurbachan) quoting from the Granth Sahib (here the author puts up the characteristic of a Sikh who owes too much too his religion).
The novel is based on a true story of a single family. The book has lots of political shades. Shonali Bose wonderfully has shown us how the administration (portrayed through the character of Kabir’s father) and the-then government monitored the pogrom of 1984. How the politicians enfuel the events, encouraged the slaughter of humanity. She was almost flawless when describing those horrible days because of her personal experience, as she was the part of the relief camp. Her political consciousness has come to a full circle when she ended the novel with Godhra Carnage of 2002- the consequences of which is the biggest blot to the Indian democracy (the modus operandi of onslaught was same as 1984:eighteen years have passed, but nothing seemed to change).
This novel has not only political implications and strong argument against the communalism. It also dealt with the problem of NRI, their confusion (Kaju had a different sense of identity, “I feel even more foreign here” ‘she couldn’t fit here either: Kaju was discovering for herself the poignant reality of so many second-generation immigrants to the US. Being neither from here nor from there. Keya finds India as emotional wasteland) and also the issue of terrorism [1984(India): Assassination of Indira Gandhi=Every Sikh is a terrorist. 2001(USA): Attack on Twin Tower by Laden (?)= Every Muslim is a terrorist] Shonali has shown that how easily America has branded every innocent Muslim and Sikh a terrorist after 9/11 (despite residing in USA, her anti-Bush psyche comes out unmistakably).
Shonali Bose deserves full marks for dealing such a controversial issue and some other highly debatable issues with élan.
So at the end it could be said ‘Amu’ is a simple story, well written, which explores both the darker and finer side of human beings and terrifyingly attached with ground reality. “The novel is an intellectual treat. It makes one sit back and think. For once there is no "romanticised India" that we all look back to with "a smile and a tug at the heart.”
What is even more startling about ‘Amu’ is its Context, Time and Space. ‘Context’ is a holy word in any kind of history. It can make or mar any event, which has got a special mention in the discourses of History. Shonali Bose deals with such a ‘history’, which SECULAR India will love to forget. Undoubtedly it gave Amu a new height.
Time and Space are other positive points of this book- especially when the issues of Communalism, Global Terrorism and USA unipolarism are hitting the headlines again and again. So the book has become a must-read because of its contemporariness and at the same times its brush with ‘history.’
[Inputs are from various sources]
*1st-3rd November, 1984: The Sikh Genocide at Delhi took place. Please watch the movie if you could. A masterpiece by Shonali Bose.

Sunday 31 October 2010

(UN) Social Networking!

It’s brief news. Avid news lovers too can miss this one! While reaping through the newspaper my eyes stuck onto news‘Mother kills baby for Farmville!’
Anyone familiar with Facebook knows what Farmville is all about! Sometimes I call it ‘plight of an urban farmer!’ Seeding, harvesting, barn raising, building and blah blah blah… All you have to finish within a stipulated time! A young mother from Florida was playing Farmville, her 3-month-old was crying. His crying was so ‘disruptive’ in manner that she shook him vigorously and eventually the baby was dead!
This is not a single incident; many such big & small incidents are taking place in name of social networking!
The idea of social networking lies in connecting people. Orkut set the stage few years back and Facebook made it a ‘status symbol’! There are several other sites like these two but the way these networking sites have attracted people, that is quite a phenomenon!
Post 1995, the world has changed like never before. 24x7 job throws us in a grinding machine, office is taking so much of time that relationships are paying for that! Divorces are rising; psychological problems are taking the toll on urban youth, insomnia, hyper tension, anxiety has become a common phenomenon in almost all the household.
And here comes the immense effect of social networking. It is engrossed people in various activities, it starts with ‘friend request’, ‘sending message’, ‘wall post’…. These are really good as it helps finding long-lost friends of school or college, it gives a chance to keep in touch with even distant family members. It gives an opportunity to make new ‘friends’! These aspects of social networking is good but at the same time several games like Farmville, Café World, Mafia Wars are making us mad!
Those who are addicted in these games, they are missing classes if they are school or college students, office employees are giving their heart n soul in farming keeping aside their assignments, if anyone is serious about his or her pending works, he/she is taunted by colleagues for not giving enough time to these games!!
Letter writing has become a thing of past. Even e-mails have become distant second in race with sms! Phones (be it mobile/landline) are still going strong! But the clear winner is Face Book or Orkut! People are just posting on your wall to know how you are doing, where are you now, various other questions and all the wishes! They are not even feeling to call each other over the phone or of making a visit to their households! Days are not far away when wedding invitation, death news and all other news will come through these networking sites!
I believe, Social Networking sites are actually destroying the relationship. I am not focusing on the privacy factor, but isn’t it a phone call once in a while or meeting with people once after long interval more healthy and cordial than posting messages on your wall?
As the proverb goes, ‘out of sight/out of mind!’ Actually social networking is making us mechanical, we are losing our tender emotions, and we are becoming unsocial by stop calling or meeting friends and relatives!
It’s like the discovery of Dynamite. The ‘boon’ for the society later proved a bane too. I guess social networking is taking the same route by making us unsocial and addicted to the sites, not to the people we care for!

Friday 29 October 2010

SUCCESSFUL!!

What is success? Is it really a relative term or certain common attributes are already embedded in it? When can an individual be called successful?
The simplest answer is: when an individual becomes well-known coupled with fame and money, we call him successful! Though this is not even near to the definition of success, still this is the most accepted and used phrase while discussing success.
A poor boy’s educational excellence, a physically challenged person’s professional achievement, beating all kinds of hostile situations and keep going, all are success. But these success stories are generally interpreted as ‘different story!’
In this era of Glocalisation, success means money and status!! If you are an achiever but not with enough money or status, you will still be looked as a very common person!
When can an Individual call himself successful? Now comes the psychological traits and behavioural pattern and individual perspective. One might not think himself successful even if he is a millionaire. He may define it from a sociological point of view and can find other than earning money, he is a complete failure! Outsiders may think in reverse.
Successful persons generally show attitude (there are few exceptions though!) He will continuously remind his subordinates that he is ‘who’s who’ either in a subtle way or in a style of direct hit!! They are very good image-builder and knows how to find a place in everyone’s good book and maintain ‘friendly’ image. They take very calculative steps in every situation, be it helping people, doing his normal job, and even in maintaining ‘friendship’ on networking sites!
But do we really want these kinds of successful people. The answer is no. As a person climbs up a social ladder, he must widen his view and he will be more and more open in receptivity. Subordinates count rise with every promotion he gets. So unless his feet are not strongly on the ground, it will be difficult for him to reach the zenith…
So, beware all the successful… throw away pompousness and sense of pride and embrace the attitude “I am one of you’, you will be successful both internally and externally.
This is tough but not impossible!

Sunday 24 October 2010

Take Over Code: Present & Future

Take Over code. The term you often come across on any financial daily/business channel/ or so to say any kind of business matters.

For many, this is a financial jargon. But in actuality it is one of the commanders of any business venture.

Why this is so important in any business?

This is such a provision which can make or break a business. It gives the individuals a level playing field, how much small he is. The motto is to provide ‘The Philosophy of Equitable and fair treatment of all shareholders should have a primacy over other considerations.’

Take Over is often considered as a growth strategy. It helps the acquirer to branch out its business; exception to this practice is very little.

Before going into details, let’s see what are the differences between the Take Over and the Merger.

MERGER

TAKE OVER

It is governed by India’s Companies’ Act 1956 u/s 391-394 under the broader definition of ‘arrangement’

Governed by SEBI’s ‘Substantial Acquisition of Shares and Take Overs’ Regulation popularly known as the Take Over Code

Mutual in nature, the shareholding pattern is split between the Merging and the Merged Companies

Share Holding/Voting Rights lie with the acquirers. Not always mutual in nature. Number of Hostile Take Over takes place

After the merger, control of the company is decided based on what is agreed upon in MoA and AoA

Direct or indirect control over the assets of the acquired company goes to the acquirer

Both the Companies can maintain its own position

One of the companies (mostly the bigger one) plays the dominant role

It protects the interests of investors in shares and deals with the substantial acquisition of shares in a company by an acquirer

What is meant by Takeovers & Substantial acquisition of shares?

SEBI has defined the Take Over as follows:-“When an acquirer takes over the control of the target company, it is termed as takeover. When an acquirer acquires substantial quantity of shares or voting rights of the Target Company, it results into substantial acquisition of shares.

What is a Target Company?

A Target Company is a company whose shares are listed on any stock exchange and whose shares or voting rights are acquired/being acquired or whose control is taken over/being taken over by an acquirer

Who is an Acquirer?

An acquirer means any individual/company/any other legal entity which intends to acquire or acquires substantial quantity of shares or voting rights of Target Company directly or indirectly or acquires or agrees to acquire control over the target company. It includes persons acting in concert (PAC) with the acquirer. Control includes:-

· Right to appoint majority of directors

· Control of management

· Control of policy decisions

[Courtesy: http://investor.sebi.gov.in/Reference%20Material/Guide-Substantial-E.pdf]

The Take Over is of three kinds:-

· Horizontal: When both the companies are in the same business like Bharti Airtel with MTN

· Vertical: When the acquirer and the target company is actually the customer to each other like ACC & Hindustan Limestones

· Conglomerate: When the companies are into different type of businesses like Tata Motors buying out Biocon

The most important part of Take Over Code is Disclosure Norms and Open Offer

It is specified by SEBI that once an acquirer crosses a certain threshold limit of holding shares/voting rights he has to make a declaration for further acquisition of shares. This is known as Disclosure Norms. Regulations 6, 7 & 8 of Take Over Code deal with this.

Open Offer is more important, though the philosophy is same. Once the acquirer crosses a certain percentage of shares/voting rights he has to notify the concerned authority. Regulations 10, 11 and 12 deal with Open Offer norms

In the current scenario, Disclosure Norm is applicable if any acquirer holds more than 5%, 10%, 14%, 54% and 74% of the shares of the target Company by purchasing the shares. The person has to notify the concerned authority within two days of buying additional shares.

At the end of the each financial year, the person with more than 15% shares has to make declaration to concerned authority. This is called Continual Disclosure.

As the Achuthan Committee Recommendations are yet to come into force, as of now Open Offer is triggered when a person is holding more than 15% of shares/voting rights in a Company. As a consequence, the acquirer will have to make an open offer by way of public announcement to buy at least 20% shares of the said company from the general public.

If the acquirer holds more than 15% and less than 55% of the shares in a company, he cannot acquire more than 5% in a single financial year. If he wants to acquire more than 5%, he will have to give Open Offer of atleast 20%.

The permission is given to an individual to gradually increase his share holding in the company, this falls under the category of creeping acquisition and the capping for the same is 5% in each financial year.

Once the Achuthan Committee Recommendations come into force, there will be substantial change in the arena of Take Over.

The Achuthan Committee recommendations are as follows:-

Public offer triggered at 25% (Existing 15%)

Obligations on any acquirer to buyout all minority shareholders instead of existing 20%

Introduction of ‘Ability to control’ concept

Doing away with Non-Compete fees

Improving the definition of ‘Indirect Control’

A committee of independent directors of the target company will evaluate open offer

Let’s examine what could be the changes:-

MEASURES

IMPACT

Threshold level for mandatory open offer raised to 25%

Promoters with low holdings may be forced to raise stakes to pre-empt hostile takeovers

Open Offer increased to 100%

Both Strategic & Portfolio investors will be able to hold larger stake

Voluntary Open Offer size flexible

Allows promoters/investors with <25%>

Acquirer can’t acquire shares in the target company for 26 weeks following completion of Open Offer

Will prevent acquirers from under-pricing offers & later buying shares from secondary market

Acquirer to accept shares in Open Offer proportionately, if response exceeds maximum permissible limit of 75% for promoter shareholding but fall short of delisting threshold of 90%

Could be a dampener as investors can’t be certain of complete acceptance of their shares in Open Offer

Proposal for equal tax treatment on gains due to sale of shares through open offer as well as on those sold in open market

If tax liability is lower, that will encourage more people to tender shares in Open Offer

If acquirers acquire more than 90% of the open offer, the Company will be automatically delisted

Delisting becomes easier, move favours companies and investors such as private equity players who want to wholly own the target

Offer price may be paid in cash, securities such as shares, security, debt etc

Acquirers get more options

[Courtesy: The chart is compiled from The Economic Times and The Mint]

Though there is a little possibility of bringing into force the 100% Open Offer as it may force to redraw the corporate restructuring scene. Sandeep Parekh, former ED-Legal, Sebi, said, “The 100 per cent open offer norm will make takeovers expensive and hence there will be fewer M&As, as most promoters will avoid crossing the 25 per cent threshold.” As some report say, probably the Open Offer will be scaled down to 75%.

India is undergoing a sea change in the arena of Corporate restructuring by means of M&A and Take Over. FII flows as on current date is like never before. Achuthan Committee recommendations are at par with the global scenario, once it comes into practice India will be more mature and can strike a deal with any global player at ease.