[Anirudh Singh is a 4thyear B.A LL.B (Hons.) student of NALSAR University, Hyderabad] On 1 March 2018, the Union Cabinet gave its assent to National Financial Reporting Authority (NFRA), which is considered to be a major development for the regulation of financial auditing in big companies. As recommended by the Standing Committee on Finance in its 21streport, the NFRA will assume its role as an...
Age-limit Criteria for Non-Executive Directors under Amended SEBI Listing Regulations: Prospective or Retrospective?
[Gaurav Pingle is a practising Company Secretary in Pune and can be reached at [email protected]] Introduction On June 2 2017, the Securities and Exchange Board of India (‘SEBI’) constituted a committee under the chairmanship of Mr. Uday Kotak for improving the standards of corporate governance of listed companies in India. On October 5, 2017, Kotak Committee submitted its report to SEBI...
Demystifying ‘Board Inter-locks’ under SEBI’s Amended Listing Regulations
[Gaurav Pingle is a practising Company Secretary in Pune and can be reached at [email protected]] Introduction On June 2 2017, the Securities and Exchange Board of India (‘SEBI’) constituted a committee under the chairmanship of Mr. Uday Kotak for improving the standards of corporate governance of listed companies in India. On October 5, 2017, Kotak Committee submitted its report to SEBI. The...
SEBI Order in the USL Case: Lessons on Tunneling
In countries that are replete with corporate group structures (as in India), it is common to find transactions between a company on the one hand and a counterparty that has some relationship with it on the other. Referred to as a related party transaction (RPT), this could generate benefits if carried out on an arm’s length basis. At the same time, RPTs can be used to divert wealth from listed...
Papers on Comparative Corporate Law and Governance in Asia
Hostile Takeover Regimes in Asia: A Comparative Approach, which I have co-authored with Wai Yee Wan. The abstract is as follows: “The market for corporate control (operating through hostile takeovers) acts as a key corporate governance mechanism to discipline corporate managers. However, the process and substance of regulating hostile takeovers differs remarkably among various jurisdictions...
The Quest for a Balanced Board Structure: Separating the Chair and CEO Roles
[Kirti Sharma is a Manager with Vinod Kothari Consultants] Background The Securities and Exchange Board of India in its board meeting held on 28 March 2018 accepted some of the recommendations of the Uday Kotak Committee on Corporate Governance. One such accepted recommendation related to the separation of the role of chairperson and managing director (MD)/ chief executive officer (CEO) for top...
Briefing on Stakeholder Responsibility of Corporate Boards
The NSE Centre for Excellence in Corporate Governance (CECG) has issued its most recent quarterly briefing titled Stakeholder Responsibility of Corporate Boards, which has been authored by Mihir Naniwadekar and myself. The executive summary is as follows: – The interests of stakeholders (besides shareholders) have become quite prominent to necessitate their recognition by corporate boards;...
SEBI’s Order against PwC: A Questionable Approach towards Mens Rea
[Sanchit Varma is a 4th year BA.LL.B (Hons) student at NALSAR University of Law, Hyderabad] The nearly decade-old Satyam controversy has left a lasting impact on the Indian corporate sphere, raising dormant issues of corporate governance and the need for stricter regulatory control over listed entities. The fallout from the scam especially affected Satyam’s auditors, who were hauled up in equal...
Companies (Amendment) Act, 2017: Loans to Directors
[Utsav Mitra is a 3rd year, B.A. LLB Hons student at The National Law Institute University, Bhopal] The granting of loans to, and security and guarantees provided on behalf of, directors and other interested parties of the directors is governed by section 185 of the Companies Act, 2013. However, this is a widely criticised section, being too prohibitive in nature as compared to the corresponding...
More on SEBI’s Order in the Price Waterhouse Case
In an earlier post, Jayant Thakur had discussed the order of the Securities and Exchange Board of India (SEBI) passed against Price Waterhouse last week. In addition, readers may find the following two further pieces on the legalities of the SEBI order of relevance: In a column titled “SEBI’s ban onPwC:Learnings for an auditor” in Bar & Bench, Kanwardeep Singh examines SEBI’s...
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