Secretarial standard on Board Meetings

Salient features of revised Secretarial Standards -1 Board Meetings

1)      The SS1 is not applicable to section 8 companies (i.e. not for profit companies). However they are required to comply with the provisions of the Act relating to Board meetings;

2)      Board meetings can be held on National Holidays also, including the adjourned Board meetings;

3)      Proof of sending notice and its delivery shall be kept by the company for a period of not less than three years;

4)      Proof of sending agenda and notes on agenda and their delivery shall be maintained by the company for a period of not less than three years;

5)      Company can send notice and agenda by registered post or speed post apart from e-mail, of course. It cannot send by courier.

6)      Four Board meetings to be held in a calendar year with a maximum interval of 120 days between two consecutive meetings. The requirement of holding one meeting in every calendar quarter has been done away with.

7)      In a private company, interested Director shall be eligible to participate in such item after disclosure of his interest.

8)      Quorum for meetings of Committee shall be as specified by the Board. If not specified by the Board then all members of the Committee to be present at the meetings.

9)      Not necessary to maintain separate attendance register for meetings of the Board and Committee;

10)   If attendance register is maintained in loose leaf form, then it shall be binded once in three years;

11)   After a person has ceased to be a Director, he has no right to inspect the attendance register of directors;

12)   The attendance register to be maintained for a period of at least 8 financial years from the last entry made and thereafter destroyed with the approval of the Board.

13)   The company may maintain its minutes in physical or electronic form. No need of timestamp required.

14)   Minutes need not mention the conclusion time of the meeting;

15)   All appointments one level below the KMP level need not be noted by the Board;

16)   Draft minutes need not be sent to the directors who did not attend the Board/ Committee meeting;

GST issues

Now that GST is two months old, some thoughts from practical experience. Basically three issues.

One is payment of GST to govt within one month of raising invoice is draconian. Nobody in India pays us within one month of raising of bill save in exceptional cases. Mostly payments are received on average between 3 to 6 months. Earlier we used to pay to the govt. on quarterly basis and that too on receipt basis. Now if we have to pay the tax in advance even before we receive our money, that means our cash flow has gone out of the window. The SME sector is badly hit. It should be minimum 3 months from date of invoice.

Second is the ridiculous concept of reverse charge mechanism wherein we have to pay tax on our purchases from unregistered dealers. That means we have to pay the GST and will receive input credit on that the next month. But our cash flow is again gone.

Third is the micro management here which means we have to report every single invoice of purchases and sales to the govt. As far as i recall in all these years of tax administration, whether direct or indirect, govt. has never asked for details of every single invoice and then match it in the system. There is a trust issue here which was prevalent all along but is sorely lacking in the GST system. Self assessment has a different meaning here. Compliance never became so onerous.

These are my observations from practical experience, unless i have understood it wrongly. 

Mumbai Railway Stations

The exits at practically every railway station in Mumbai is choc-a-block with share autos, hawkers, etc. I know of Goregaon east and west which is in bad shape, east more so. Hawkers have descended on the skywalks as well. In the Goregaon skywalk from station to the S.V. road there are hawkers at one end, druggies at other end, in between the lights are stolen, tiles are gone, the spitoons are gone, the waste buckets are gone. But that is a different matter. It is the crowd that we are talking about, its a total mess. Andheri east and west, both are very bad. Chembur is mess on both sides and so is Ghatkopar. Kurla is horrible. Vashi & CBD Belapur are good. Borivli is bad and so is Malad and Kandivli. Dadar is atrocious to say the least. The only station where i found open space near the station is at Mira Road where i had gone recently. No autos or stalls were allowed in that open space. But that was in the early morning hours, so don't know the situation there in the evening hours. So these share autos and hawkers are being protected by the neta mafia, otherwise why would they be allowed to set up stalls there. Decongestion of the area near the railway stations should be done otherwise if there is an accident at the railway tracks, how will the ambulance move smoothly to the nearest hospital within the designated time.

NDMA guidelines on ensuring disaster resilient construction of buildings and infrastructure

NDMA guidelines on ensuring disaster resilient construction of buildings and infrastructure to be followed by banks while considering bank home loans especially in disaster vulnerable areas. NDMA guidelines to be found here.



RBI Circular on the subject to be found here

Indian News Channels

i was watching CNN international yesterday after i got news about the Las Vegas shooting and it is CNN I and BBC World Service that i always watch for international news. It is refreshing to watch these channels compared to our own Indian news channels. There is a big difference. There is no screaming and shouting that takes place like in the indian news channels. Everything is measured and controlled. The panelists that they call for discussions are technical experts on the field, not the political rabble rousers that we find in Indian news channels. The guy who shot the video was bought on live via audio, the news anchor did not interrupt him even once, he was not cut short or the words were not literally put into his mouth. The emphasis was on bringing you the news dispassionately, not making the news or concocting news. They did not draw their own conclusions about the identity of the killer or the motive behind it. That is the job of the law enforcement, they said.

The Informant

The Informant - a 2009 movie made by Steven Soderbergh based on a true story of a whistleblower gone wrong. Mark Whitacre is a senior executive in an American company ADM. He brings a sabotage story to his senior's attention but is forced to co-operate with the FBI tracking this sabotage story. From there the story unravels from one lie to another. He conducts a secret wire tapping investigation with the FBI against the company officials for price fixing cartel with their foreign competitors. While that results in a FBI raid for the officials it becomes a downhill for Mark thereafter as he is then shown as being involved in an embezzlement and kickback from the company. From there onwards Mark just blows over from one lie to another, incident of FBI official hitting him with a briefcase, his kidnap story. There is also another false story of him losing both his parents in an automobile accident while he was merely 6 and then being adopted by a rich guy. Later on it is shown that he might possibly be suffering from bipolar disorder. The case reaches the judiciary which then indicts him for fraud and embezzlement and sentences him to 9 years, despite his bipolar troubles. Matt Damon has done a good role, though his wig changes colour in almost each scene. The female interest in the movie is played by Melanie Lynskey a New Zealand actress, she plays her part noticeably well. In the end she also realises the truth and tells Mark to stop it.  

J. Edgar

J. Edgar - a 2011 biopic of the most controversial first director of FBI, J. Edgar Hoover and its director until his death in 1972. The film details all the dirty tricks he has done during his tenure and depicts his megalomaniac streak, his homosexuality, cross dressing, private files on top politicians like Richard Nixon etc. The secret files on Nixon and others were ostensibly destroyed by his long time secretary. The main lead brilliantly played by Leonardo Caprio and the female secretary played by Naomi Watts were brilliant. This is a brilliant hard hitting biopic directed by Clint Eastwood and does not depict Hoover in good light at all. Wonder why we don't get such hard hitting biopics against our political netas here or are the producers/ directors scared of the retribution!!