Regulations
New secretarial standards put additional compliance burden on companies
Companies will have to ensure availability of documents at their Registered Office, Head Office as well as Corporate Office at the time of general meetings
 
The secretarial standards issued by Institute of Company Secretaries of India (ICSI), which are intended to ensure transparency and better governance, will surely result in additional administrative burden on the Secretarial team of Companies.  Additionally, Companies will have to ensure timely availability of documents at the Registered Office and its Head Office as well as Corporate Office at the time of general meetings.  Further, such Companies will also ensure maintaining Notice Board duly updated from time to time.
 
After a long wait, on 23 April 2015, the ICSI India issued Secretarial Standard - 1 on Meeting of the Board of Directors (SS1) and Secretarial Standard – 2 on General Meetings (SS2), as approved by the Central Government. Companies are required to comply with SS1 and SS2 by virtue of provisions of  sub-section (10) of Section 118 and explanation under sub-section (1) of Section 205 of the Companies Act, 2013 (Act 2013). SS1 and SS2 are effective from 1 July 2015.
 
Among various other requirements, SS2 mandates companies having corporate office and Head office to display various matters as discussed in the latter part. Neither Act, 2013 nor the Companies Act, 1956 (Act, 1956) or any other Act or regulation defines the term Registered office, Corporate office and Head office. Further, Act, 2013 mandate companies to have a Registered Office where several statutory records are maintained. Documents are served on the Company or any of its Officer at the Registered Office.
 
In the era of green initiative Act, 2013 mandates uploading every information ranging from intimation of resignation of Directors to Financial Statement of the Company and its subsidiaries on the website. There seems to be a rare possibility of having large numbers foot falls of shareholders for any corporate matter. However, draftsmen of SS2 foresee such a situation.
 
Following requirements stipulated under SS2 with respect to Head office and Corporate Office:
 
a) Where reference is made in the notice of General Meeting to any document, contract, agreement, Memorandum or Articles of Association, then such documents shall also be made available for inspection in physical or electronic form during specified business hours at the Registered Office, Head Office as well as Corporate Office of the Company, if any and also at the Meeting. 
 
b) The result of the e-voting/ poll/ postal ballot, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not along with the scrutinizer’s report shall be displayed on the Notice Board of the Company at its Registered Office and its Head Office as well as Corporate Office, if any, if such office is situated elsewhere- ( Para 8.6.2, 9.5.2 and16.6.2 respectively of SS2)
 
 
(Nidhi Parmar works in Corporate Law Services Group at Vinod Kothari & Co)
 

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Achche Din Came For us!
By some miraculous coincidence, exactly one year ago, my small family started seeing better days, after years of gloom and doom 
 
Almost to this day last year, my general practitioner (GP) told me to get admitted to a hospital ASAP. I requested him for a few more days, for two reasons: One, an ageing, widowed paternal uncle wanted to introduce his one and only son to us (they were staying in Mumbai) and they were coming to stay with us for a day or two. Two, Narendra Modi had won the Lok Sabha elections and I wanted to see his swearing-in ceremony.
 
Over the weeks and months, jobless and penniless, and with that sinking feeling, I had been watching Mr Modi’s march with scepticism. I had also written an article a long time back in an online news portal that Mr Modi is destined to be the Prime Minister (PM) of India.
 
My son, then 16, was having his electrical and electronics diploma exams, but would follow all the news about Mr Modi, in the newspaper and online (TV was banned). My wife, a homemaker, was not interested in politics as much as she was in taking care of our house, her children and her husband. Yet, from my room on the first floor, she used to listen to Mr Modi’s speeches that I used to play live from my desktop, while doing her work in the kitchen or in the garden, where she grew a lot of vegetables.
 
As the political developments reached a crescendo, the excitement in our house was palpable. My son used to tell her the daily development on the Modi front. He even went to a meeting about 65kms away when the man came there. (We still have a cap as a memento: Funny part is that it is emblazoned in Gujarati and distributed in costal Karnataka!) I had issues with him going to the party rally, but my wife overruled me and allowed him to go there. It was, after all, a grand outdoor picnic, a break from his routine…
 
My daughter was never interested, nor bothered. Thank god for small mercies!
 
But my wife, truly the typical Hindu, middle-class housewife, more bothered with the early dawn to late night household chores who never, ever liked to gossip with even the next-door neighbours, slowly started developing an interest in the politics of the day.
 
A post-graduate teacher by profession who had to leave her job to pay attention to my small whims and fancies (a typical misogynist rogue that I was!), she was socially active. Call her for gossip and she would find ways to be excused. Call her for help on any subject on earth, including first aid, she would try and help. She used to hate garbage that people used to throw on the roads. Much, much before Mr Modi’s Swachch Bharat Abhiyaan, she was bowled over by Munnabhai MBBS. She tried to convince the neighbours, but when they did not respond, she took the broom and the tray and cleaned the roads near our house herself.
 
And she tried to inculcate this habit among our kids.
 
She enjoyed doing all the social work, yet we were leading a life of gloom and doom. Mainly because I was jobless, in huge debts, and health wise was going down.
 
Therefore, on 27 May 2014, after my relatives had left a day earlier, and the day after I had watched Mr Modi’s swearing in, I got myself admitted to hospital. Hospitals were never new to me. From 1993, when I first had an heart attack, in 1994 when I underwent a multiple bypass surgery, in 1998 when I suffered another attack and when it was discovered that three of four grafts had failed and doctors had given me two-four years. Also that I had hyperglycaemia and hyperlipidaemia, and then subsequently frequent hospitalizations after coming to Manipal.
 
At first, it was three days followed by two weeks of observation. Then again, hospitalization and I started deteriorating. By the end of June, I was reduced to being a skeleton.
 
During this period, I needed something more than medicines: the daily juice in the form of news. In the hospital where I was admitted, getting an English newspaper was yet another trauma for my wife, and the only newspaper locally available was in Kannada, in which I am a certified illiterate. Those were dry days for me, almost every other day.
 
My condition started deteriorating; my vital parameters were indicating alarming ranges. Two packs of blood were infused for which my wife had to undergo an additional bout of trauma in other hospitals to arrange for it.
 
Yet, on 30th June /1 July 2014, I collapsed. Here, they could not help me and in the middle of the night, shifted me to the Critical Care Unit of a corporate hospital. That night an x-ray said it was pneumonia; the next morning they said it was multiple organ failure.
 
Whenever conscious, the journalist in me saw doctors handling an emergency accident case and a woman who was apparently sexually assaulted. Sitting by her bedside, there were a couple of cops—including a female constable—talking to her. I could not get up from the bed.
 
Meanwhile, the doctors told my wife that they can only keep me under observation and were pumping a lot of drugs into me. She was worried because we had no money. Every few hours, they handed over huge list medicines to be purchased from their pharmacy. Once during a few minutes of consciousness, she told me the doctors’ analysis. I told her: I want to die at home.
 
With some clever manoeuvre which I have narrated earlier (On behalf of Citibank... Blame it on the dialler!), I went home against doctors’ advice.
Two days later, my brother-in-law consulted as very senior physician in Mumbai. He said that if I can survive for more than 72 hours, then I “had a chance”.
 
I was incoherent, my brain was functioning sub-optimally and I had gone back into my childhood: to GoldSpot and what not. My kids were asking, what is GoldSpot! I was thirsty for GoldSpot.
 
But then, I started getting my juice: News!
 
And also news about Mr Modi!
 
And my Achche Din began…
 
Today, I am almost as active as I was about 35 years ago, when I began as a trainee journalist with Mid-Day in Mumbai.
 
I still berate my son for following too much of Mr Modi. His Facebook ID starts with “NamoV…”
 
My daughter, 13, is still not enamoured with Mr Modi, thank god again!
 
My wife also is savouring her Achche Din. She claims she has three Gurus. The first I will not name (who she believes gave me back this life along with our Kuladevata (family deity) Holy Mother), the second is yours truly and the third person is one Mr Narendra Modi! 
 
By the way, the wife has found new avenues and now handles the front office of a 3-star hotel. These days, apart from editing stories for Moneylife magazine, sending a free daily events and panchang (almanac) mailer to a large group of community subscribers (this I had been doing for years), I also spend time at the hotel, suggesting ways to improve customer relations.
 
However, the overall sentiment in our family is this: despite all the problems we still have, the sense of gloom and doom has lifted, things are moving north and we are seeing better days. Sometimes, receivables are slow…
 
Yes, in our home, we do believe in Achche Din!
 
(Shrikant N Shenoy has been a journalist since 1980, having worked in Mumbai, Hyderabad, Dubai. He launched a news portal and an online Konkani language channel from Manipal, Udupi, but ran out of money. In 2011, he successfully launched an English newspaper with five editions simultaneously on a shoe-string budget. He tweets as @udupinet.)
 

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COMMENTS

Suresh

2 years ago

Modi saves a life! One more feather in his cap!!!

Ralph Rau

2 years ago

I have not been able to figure out what this piece is about.

Glad to know that after all Mr Shenoy's suffering at least his Acche Din have arrived...all is well that ends well for Shenoy.

Rs.0 spent by 55 percent Lok Sabha MPs on constituencies
Most ministers of the government figure in the list of members of parliament (MPs) who have not yet utilised their MP Local Area Development Scheme (MPLADS) funds
 
A year after they took office, 298 of the 542 members of the 16th Lok Sabha have not spent a rupee from the Rs.5 crore (over $780,000) that is set aside annually for them to develop their constituencies, according to data made available to IndiaSpend.
 
Most ministers of the government figure in the list of members of parliament (MPs) who have not yet utilised their MP Local Area Development Scheme (MPLADS) funds, as the money made available to them is called, reveals an analysis of the data (until May 15, 2015) from the ministry of statistics and programme implementation.
 
Among those who have thus far ignored their MPLADS funds: Home Minister Rajnath Singh (Lucknow), Chemicals and Fertilisers Minister Ananth Kumar (Bangalore South), Law Minister D.V. Sadananda Gowda (Bangalore North), Minister for Micro, Small and Medium Enterprises Kalraj Mishra (Deoria) and Water Resources Minister Uma Bharati (Jhansi).
 
Others who boast zero-spending include Congress President Sonia Gandhi (Rae Bareli), Veteran BJP leader Murli Manohar Joshi (Kanpur) and Samajwadi Party Chief Mulayam Singh Yadav (Azamgarh).
 
Prime Minister Narendra Modi’s constituency Varanasi has utilised 16 percent of the Rs. 5 crore.
 
The present Lok Sabha has 281 members from the BJP and 44 from Congress, the main opposition party. With 52 MPs, Uttar Pradesh tops the list of states with zero use of MPLAD money, followed by Maharashtra and Bihar. Parliamentarians from Tamil Nadu, Kerala and West Bengal do better with most recommending works under the scheme.
 

What MPs can do-Modi, Shah have suggestions

 
Drinking water, sanitation, electricity, roads, community shelters - these are the kind of things MPs can spend their annual fund on. Delivered in tranches of Rs2.5 crore, the MPLADs money is meant to fund things that fall in between the administrative cracks.
 
If the money is not spent in one year, it can be spent during another. Funded by the union government since it began 23 years ago, MPLADS works are recommended by an MP, approved by the district collector and implemented by local authorities. The collector must ensure the work is completed within a year.
 
In August 2014, two months after the BJP-led National Democratic Alliance won the general elections with the "achche din" (good times) slogan, Modi and Rural Development Minister Birender Singh urged parliamentarians to use MPLADS funds to build toilets, in line with Modi’s programme to clean India. The same month, BJP president Amit Shah called on members of both houses of parliament to set up committees that would ensure MPLADS money was put to good use.
 

Many ignore appeals, especially from large states

 
Despite these appeals, much of the MPLADS money is unspent, IndiaSpend‘s analysis reveals.
 
Since the constitution of the 16th Lok Sabha in May 2014, the government has released Rs.1,757 crore for MPLADs, of which Rs.281 crore has been utilised. This means 16 percent of the money has been spent.
 
As on May 15, 2015, Rs.1,487 crore is unspent, deposited with various district authorities.
 
This under-utilisation was raised by T.C.A. Anant, secretary in the ministry of statistics and programme implementation at a meeting with state government officials in February.
 
“There is a need to expedite utilisation of MPLADS funds, particularly that of 16th Lok Sabha members,” he said.
 
Parliamentarians from states like Uttar Pradesh, Odisha, Assam and Rajasthan have spent less money than the national average. Those representing the northeastern states and Tamil Nadu have spent more than 35 percent of the funds.
 
The BJP’s Dharambir Singh, who represents Bhiwani-Mahendragarh constituency in Haryana leads the pack of doers with 98 percent of his MPLADS money spent. Others who have used more than 80 percent of funds include BJP’s Kamalbhan Singh Marabi from Chattisgarh, and AIADMK’s Senguttuvan B.
 

Delays, blame and Rs.5,000 crore in the bank

 
Parliamentarians have blamed district authorities for delays in implementing their recommendations, said Minister of Statistics and Programme Implementation Gen. V.K. Singh (retd), during the February meeting.
 
He asked district authorities to be “more sensitive” and “ensure expeditious implementation” with “probity and transparency” so that results were visible, according to the minutes of the meeting.
 
Referring to members of 15th Lok Sabha utilising 90 percent of their MPLADS funds during their five-year term (2009-2014) Gen. Singh said that it is not very satisfactory for a scheme which has been in operation for more than two decades.
 
Since MPLADS began in 1993, Rs.5,000 crore is unspent with various district authorities.
 
In 1993, Rs.5 lakh was given to each MP. This was raised to Rs.1 crore in 1994-95, and further increased to Rs.2 crore in 1998. After a decade, in 2011, the amount was increased to Rs 5 crore. 

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