Neha Singhi Practicing Company Secretary Add: D2/1, Block EP, Sector V, Salt Lake City, Kolkata-700091 Ph- 9133 40083385/9831402256 Email: firstname.lastname@example.org Setting the grounds for Corporate Governance
SS1 Meetings of the Board of Directors 13.12.2001 SS3 Dividend 22.05.2003 SS2 General Meeting 01.05.2002 SS4 Register and Records 20.10.2005 SS5 Minutes 20.09.2007 SS6 Transmission of Shares and Debentures 20.09.2007 SS7 Passing of Resolution by Circulation 06.11.2008 SS8 Affixing of Common Seal 06.11.2008 SS9 Forfeiture of Shares 06.11.2008 SECRETARIAL STANDARDS
Story-A very substantive matter concerning the powers of the top two men in BOD, which required intensive discussion and consideration of the BOD was introduced through a supplementary agenda at the end of a board meeting, without proper and due notice. Vice chairman of the Company kept in dark.
Is it Justified??
Substantive items or unpublished price sensitive information cannot be introduced as ‘any other item’ without enough notice
General Meeting should be convened on the authority of the Board
Notice also to Directors, Auditors, and PCS giving Compliance Certificate, Debenture Trustees
Explanatory Statement for special business.
Resolution for ordinary business when
Appointment of Auditor by special resolution
Appointment of Auditor or Director other than retiring
Notice and documents to be sent 25 days in advance of meeting (shorter notice possible; 100AGM:95EGM)
Listed company with more than 5,000 Members- an abridged version of the Notice should be published in a newspaper having a wide circulation within such States of India where more than 1,000 Members reside.
Interim Dividend should not be declared out of reserves
Final Dividend recommended by Board; declared by members. Interim dividend declared by Board
To be paid in cash within 30 days of declaration
Duplicate dividend warrant to be issued after expiry of 3 months validity of original
Call in arrears or any amount due to members may be adjusted with dividend (listed company-give notice)
Annual Return to disclose: Unpaid Dividend Acc/ IEPF
Dividend amount till 30 days after declaration Investor who claims within 7 years Unpaid Dividend Account till 7 years Within 7 days Investor Education and Protection Fund* Within 30 days *Individual notice atleast 6 months before the due date of transfer to IEPF
Complying with good governance practices should not be regarded as a regulatory requirement but rather as an opportunity and value proposition for organisations competing in a de-regulated milieu.
International markets and investors notice companies that upheld clean governance and this appreciation leads to higher valuation for such organisations
A synergy between hardware (systems and structures) and software (values) in organisational culture of companies is possible if the top management, Board of Directors and executives “walk the talk” in value-based governance
It is better to bring an irregularity into the open than get a shock along the road when it is least expected
Courtesy: Ranjana Kumar, Vigilance Commissioner, Government of India