Professional Documents
Culture Documents
industrial policy.
1956 policy revised- main focus on
PSU
1991 LPG reforms, Narsimharao’s
new industrial policy.
1991
1. FDI relaxed
2. NRI can invest upto 100% industrial
3. Software technology parks policy
features
4. Disinvestment of PSU, Miniratna-
Navratna
5. MRTP act (‘69)=> CCI act (2002)
1991
Only 3 areas reserved for Public sector:
1. Atomic Energy industrial
2. Atomic Minerals policy
features
3. Rail Transport
1991
1. Only 5 sectors require industrial
licensing industrial
2. Remaining just fillup Industrial policy
Entrepreneur’s Memorandum (IEM) features
@DIPP
3. DIPP: Department of Industrial
policy and promotion
Industrial license is required for…
Defense, Electronic
Aerospace eqip. Hazardous Chemicals
License
1. Nitrocellulose: guncotton
2. Hydrocyanic acid: Prussaic acid Hazardous
3. Phosgene: plastic, pesticides Chemicals
4. Methyl Isocyanate (MIC): Sevin
Fertilizer, Bhopal tragedy 3/12/84
NMP-2011
1. Mfg share in GDP 15%
2. Increased to 25% Manufacturin
3. Create 100 million jobs g
Policy
4. PPP, infrastructure
5. Skill Development: polytech.
6. VC for startup companies
7. Nat.investment & mfg zone (NIMZ)
8. Reform labor laws
Ignore for
Non-UPSC
WHY?
1. Labor laws: concurrent list
2. 44 union, 150+ state laws Labor
3. Inspector-bribe raj reforms
4. Industrial dispute act ‘47
5. >100 workers, Government
permission before laying off
6. Super-contractors: no EPF, SS.
7. Apprentices used as regular workers
Solution
1. Two bills in LS (2014, Aug)
2. Factories Bill Labor
3. Apprentice Bill reforms
Laws
1. 2010: Narendra Jadhav Committee
2. 2014: Amendment bill Factories
Act
Define Factory
criteria 1948 2014
power 10 20
used workers
power not 20 40
used workers
features
1. Women workers can do nightshift
2. Safety provision and home transport Factories
3. Can work on moving / heavy Bill 2014
machinery
4. Exempt: PH+ mothers
features
1. 100 hours overtime per 3 months
2. Min. 90 days / year to get paid Factories
leaves. Act
3. Capacity: horsepower=> kilowatts
4. Can decide its own workweek.
Facilities
1. Cool water irrespective of #workers
2. Spitton, sitting facilities=> Factories
compoundable offense. Bill
3. Restroom, lunchroom >75 workers
4. Canteen: 200> workers
5. Self-certification
6. Union can also make rules. (earlier
only states)
overall
1. Women equality
2. More safety and facilities Factories
3. Owner no arrest for minor issues. Bill
laws
1. 1961 outdated law
2. 2014 bill Apprentice
3. Age: 14 non-hz, 18 hazardous Act
4. non-engineering graduates and
diplomas can enter
5. Common training by multiple
companies
6. Test by National Council for
Vocational Training (NCVT).
Ignore for
Non-UPSC
Industrial policy
Factories act
Apprentice act
Next: MSME; => corporate sector =>
companies Act
Cottage Village industry
Ignore for
Non-UPSC
Corporate Governance
1.Definition
2.Companies Act 2013
3.SEBI norms 2014
Corporate governance: Meaning?
Way of directing the company
To protect stakeholders’ interest
To comply with legal-regulatory req.
Not mere technical compliance
Moral-ethical compliance
Absence: fraud, mismanagement
Corporate governance in India
SEBI Norms: Companies Act
• Sep 2012: Adi Godrej • Original 1956
• April 2014: Published • Aug 2013 (470 section)
• Effective 1st Oct. 2014 •…
• Feb 2014: rules notified
Types of companies
One person
1992
• Private • IPO
• public.
ltd launch
Ltd
1981 1993
36
Min.Capital: 1L
One person Convert once capital
>50 or turnover >2cr.
Companies
Act Private ltd. Min.Capital
2013 2-200 1 lakh
37
Holding Vs Subsidiary
•Reliance industries
Ltd (Holding)
•Delight protein
Ltd. (Subsidiary)
38
Holding vs Subsidiary Companies
GEB: Gujarat Urja Vikas Nigam Ltd.
(GUVNL)
Gujarat State Electricity Corporation
Limited (subsidiary)
40
1. LIC, Air India, IDBI, UTI
2. Act of Parliament / State Legislature Public
3. Wholly financed by Government Corporations
4. All BoD
5. Employees not Government servant
6. Directly by CAG (some exception)
Org.
1. ONGC, SAIL, Coal India ltd.
2. Registered under Companies Act Government
3. Government owns >50% shares Companies
4. Majority BoD.
5. Employees Not public Govt.
6. CAG appointed pvt. Auditors
7. “Ratna” Click Me
Industrial licenses
MSME
Types of Companies and PSUs
NEXT: Board of Directors
Types of companies
One person
Board of Directors
Chairman
SHARE-HOLDERS IPO
Chairman
Executive Director/Full-
time
BoD
Nominated (Bank/CG)
Independent Director
46
No. of Directors (Compulsory under Companies Act)
One person 1
Public Ltd.
3
7-unlimited
47
Companies Act 2013: Directors
Maximum: 15
Even more by AGM resolution
One person: maximum 20 companies.
One director Indian resident (182 days)
One director Woman
12 months absent = vacate.
Chairman
Executive Director/Full-
time
BoD
Nominated (Bank/CG)
Independent Director
49
Companies Act 2013: Independent director
Not a Promoter
Pecuniary interest…X (except salary)
Employee…X
Independent Directors
One person NA
Board of Directors
Chairman-MD
SHARE-HOLDERS IPO
Companies Act 2013 : Board meetings
Minimum 4 meetings per year
Not > 120 days gap
Video conferencing…yes
Quorum: 1/3rd strength OR 2 directors
whichever max. (one person company..X)
7 days prior notice
Companies Act -BoD: Committee
1. Audit committee
2. Stakeholder relationship committee (SRC)
3. CSR committee (CSRC)
4. Nomination and Remuneration committee
(NRC):
1. MD/Director: 11% of profit
2. CEO vs Median salary
3. Pay rise vs Company performance
Corporate Social responsibility (CSR)
Last 3 years' avg. profit=> 2% CSR spend
Applies to?
1. net profit of 50 million (Excluding Tax)
2. net worth of 5 billion (Asset-liability)
3. turnover of 10 billion (sales excluding costs)
Foreign branch…X
Independ Directors CEO
Board Meetings Executives
AGM Staff
Board of Directors
Chairman-MD
SHARE-HOLDERS IPO
Annual General Meeting (AGM)
One person company: no need
Public & pvt LTD. companies…yes
General notice by letter / email
Quorum (physically present): depending on #
shareholders: 5 to 30
Proxy voting….Yes
Electronic Voting…Yes (SEBI C.G. Norms
also)
Auditing related
1.Independent directors
2.Board meetings
3.AGM
Companies Act 2013
BoD => Audit Committee (ID)
External Auditors
Fraud report to Central government +
shareholders' meeting
One auditor=> maximum of 20 companies
Companies Act 2013: Auditor’s term
Individual auditor: 5 years
Audit firm: 5 year x 2
Cooling off: 5 years
Internal audit: CA/Accountant/others
Whistleblower mechanism
Full time Company Secretary: capital >Rs.5 cr
Companies Act 2013: misc.
Company cannot give loan to director / related
persons
Min. loan interest rate >G-Sec
Credit rating before accepting public deposit
(CIS)
Chief Finance Officer=> audit account
Types of companies
Independent director, BoD, AGM
Audit related
Misc. loan, CIS
New bodies
Companies Act 2013
1. National Company Law Tribunal (NCLT)
2. National Financial Reporting Authority
(NFRA)
3. Investor and Education Protection Fund
4. SFIO Fraud
National Company Law Tribunal (NCLT)
Judicial + technical members
Finish case in three months
Appeal: NCLAT
Present case by Self, Lawyer, CA, CS
Cases:
1. arbitration, compromise, M&A
2. Converting Public ltd. To private ltd.
3. Filing Class action suits (Satyam)
#2: National Financial Reporting Authority (NFRA)
1 Chairman + 15 members
Accounting standards
Powers of civil court
Professional misconduct of CA/accountant=>
debar
Appeal: NFRAA
ICAI unhappy (Chartered Accountants Act,
1949)
New bodies
Companies Act 2013
1. National Company Law Tribunal (NCLT)
2. National Financial Reporting Authority
(NFRA)
3. Investor and Education Protection Fund
4. SFIO Fraud
Investor and Education Protection Fund
Since 1956’s company act
Unclaimed Dividend, interest, principle
Under Corporate Affairs Ministry
Awareness, seminar, financial literacy
Participation from RBI, SEBI, experts
Investor and Education Protection Fund Authority
2013’s Act: Statutory authority
@Delhi HQ, Regional offices
Corp. Affairs Secretary = Chairman
Members:
RBI Executive directors
SEBI Executive directors
Legal experts etc.
New bodies
Companies Act 2013
1. National Company Law Tribunal (NCLT)
2. National Financial Reporting Authority
(NFRA)
3. Investor and Education Protection Fund
4. SFIO Fraud
Serious Fraud Investigation Office (SFIO)
Naresh Chandra report on Corp. governance
2003: under Corp. Ministry
Cases
1. Satyam
2. Reebok fraud
3. Sesa Goa invoice
4. Saradha Chitfund
Companies Act 2013: SFIO
Statutory body
Not just document examination
Search seize arrest
CrPC power- investigator
Once SFIO gets case, other agencies can’t
proceed.
State police, CBI -cooperate, provide
documents, witnesses.
Companies Act: Memorize
3 companies: OPC, pvt, public
4 new bodies: tribunal, financial reporting, edu.
Fund, SFIO
Directors: ID, women
Meeting: Board, AGM
Audit: fixed term, whistleblower, report to
central Govt.
Conclusion: Companies Act 2013
business-friendly regulations
Better corporate governance
Protecting small investors
Self-regulation
Less government approval
Adi Godrej
SEBI Norms
1st October 2014
Minority
Transparency
shareholders
Salary
Independent Directors Committee
under ID
E-Voting Audit Committee
HARYANA
MANESAR UNREST, 2012
• 1 Manager dead
• 2 Japanese Executive
injured
• Rs. >3000 crore
D Pr
iv o f
id it
d en Suzuki
e n d
i d Motors
iv R Gujarat
D Pa oy
ym alt
en y
t
Cost price
Profit margin Mehsana
Why controversy?
HDFC, Reliance Cap,
ICICI, SBI
Suzuki (56%)