Monday, January 7, 2013

SEBI Corp. Governance; e'book on new corporate law ; New idea imported from across the border,.... ?

An Update

Theorizing Companies and Shareholder Interests

SEBI on corpgovernnce

Free E-Book on Overview of Companies Bill, 2012

        <> Overview of Companies Bill, 2012

     Sales In Course of Import and High Seas Sales under CST Act, 1956

  • Download Companies Bill, 2012 as passed in Lok Sabha on 18.12.12

    Companies Bill 2012 The Dawn of a New Era

  • Report of Parliamentary Standing Committee on Finance on The Companies Bill, 2011

  • <previous

    One Person Company under Companies Bill, 2012 – Provisions & Relaxations

    Because much public interest not involved in OPC, many relaxations have been granted to OPC in compliances and procedural aspects. It will enable them to attain natural growth. Some of the provisions favorable to OPC are discussed below.

    The marked poprtions do not prima facie convey the wholly right ideas; in any case, might not be of universal and unreserved application. Hence, cannot be regarded to be the truism in its absolute sense,
    Incidentally, should the overbearing controversial  tax cases like Vodafone be kept in the backdrop, most certainly the new concept of OPC does have the potentials, and is most likely to prove a breeding ground, for similar disputes in the realm of taxation.

    <> ICL SEBI’s Proposal to Overhaul Corporate Governance Norms
    xcerpt >
    ....As some of us have argued in the past, the current governance norms in India have been borrowed from Western jurisdictions where the corporate structure consists of diffused shareholders with no concentration of shareholding. However, the corporate structure that is predominant in India consists of controlling shareholders.  Given the mismatch of corporate structures, it was argued that the current governance norms do little to protect the interests of the minority shareholders. This critique has been given the required attention in the current round of reforms, with proposals specifically being made to address the corporate structure that is replete in Indian companies. Examples of these proposals include minority shareholder participation in the election of independent directors, detailed treatment of related party transactions, and the like. The proposals on this account are fairly radical, and it remains to be seen how much of it will actually be accepted given that there is likely to be tremendous resistance to greater power to minority shareholders to the diminution of power of the controlling shareholders. The novelty of these proposals lies in the fact that this issue has now emerged to the forefront for discussion and deliberation.

    In any such matter or topic , desirably, are called for out-of-the- box vision, focus and deliberations, in order to be ueful and serve the common good.

    Accordingly, for an appreciation of what would be in  'public interest' , one should not confine self to considerations from the point of view of simply any shareholder or a group of them, who among themselves constitute a minority or a majority, whether or not having a 'controlling interest' . But that would require to extend the considerations in relation to all others - who could be rightly regarded as 'stakeholders' . As a class, a whole host of them would be covered - clientele, consumers, customers, lending institutions, so also other creditors (including the ones having first charge as per the law e.g. the Revenue), Of them, the lenders to the business, in today's context, deserve a spcial mention; for, as commonly known, no businessman even if having siginificant personal wealth prefers to make use of others' mionies - e.g. of banks, etc., not his own.

    Looking back, at the time when the topic of LLP came to be discussed, before its final enactment, the deliberations were expected, as urged in some quarters, to have covered,  in public interest, out-of-the box considerations and viewpoints as well.

    The foregoing  feedback is purely intended to serve the purpose of  provoking individual ideas and thoughts from experts duly equipped and competent to do so.


    The fears cautioned against are found to have been aired in several links on the websites

    e.g. @

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