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