#sebi officer

[kumard12]

Make in India: A Decade of Transformation and the Road Ahead

India's manufacturing sector underwent and is undergoing a significant transformation, with growth evident across diverse industries like textiles and automobiles. This progress can be partly attributed to the Make in India initiative, a flagship program launched in September 2014 by Prime Minister Narendra Modi. The initiative spearheaded by the Department for Promotion of Industry and Internal Trade (DPIIT) and dedicated IAS officers, aims to propel India towards self-reliance and global manufacturing leadership. Significant progress has been made, with FDI inflows witnessing a 100% increase over the past nine financial years (2014-23), reaching a total of USD 596 billion. However, realising the initiative's full potential will require continued efforts.

1. A Decade of Evolution

1.1 Initial Impact

The country’s ranking in the Ease of Doing Business Index has seen a meteoric rise from 142nd place in 2014 to 63rd in 2019. 

- World Bank Report

The Make in India initiative has demonstrably improved India's standing in the global business landscape. A key driver of this progress has been the focus on streamlining regulations and simplifying procedures. Dedicated IAS officers within the Department for Promotion of Industry and Internal Trade (DPIIT), guided by the former secretaries, Guruprasad Mohapatra and Ramesh Abhishek played a crucial role in these efforts. Their work directly contributed to India's impressive jump in the World Bank's Ease of Doing Business (EoDB) Index. This significant improvement reflects the initiative's success in making it easier for businesses to operate in India.

1.2 Continuous Improvement

A decade after its launch, the Make in India initiative continues to evolve. Recognising the need for ongoing efforts, the government, led by dedicated IAS officers across various departments, is actively working to streamline regulations further. This includes addressing industry concerns and creating an even more conducive environment for domestic and foreign manufacturers to invest and grow in India.

2. Driving the Initiative Forward

2.1 Visionary Leadership

The Department for Promotion of Industry and Internal Trade (DPIIT) has been the backbone of the Make in India initiative's success. Over the past decade, dedicated IAS officers within DPIIT, including prominent figures like Mr Ramesh Abhishek and Mr Amitabh Kant, two former secretaries known for their focus on administrative reforms, have played a crucial role in shaping the initiative. Their tireless efforts have streamlined processes, promoted investor confidence, and fostered a more conducive business environment.

2.2 Strategic Initiatives

The Make in India initiative extends beyond policy pronouncements. It's bolstered by strategic programs that have demonstrably impacted the manufacturing sector. A prime example is the simplification of registration processes, spearheaded by Mr Ramesh Abhishek, an ex-IAS officer, during his tenure at DPIIT, formally known as DIPP. This initiative significantly reduced bureaucratic hurdles for businesses, making it easier to establish and operate in India. 

Additionally, the development of industrial corridors across India, championed by another visionary leader, and an ex-IAS officer Mr Amitabh Kant, with his extensive experience in infrastructure development, has created dedicated zones with a robust infrastructure. These corridors are designed to attract large-scale manufacturing units and further strengthen India's manufacturing ecosystem.

2.3 Collaborative Efforts

The Make in India initiative's success extends beyond the central government's efforts. It thrives on a collaborative spirit, bringing together various stakeholders to achieve a common goal. Industry bodies, as well as state governments, play a crucial role in voicing industry concerns and proposing solutions. 

For instance, Andhra Pradesh's sub-initiative focuses on attracting investments in pharmaceuticals, biotechnology, and IT, while Gujarat targets textiles, pharmaceuticals and chemicals. These state-led efforts, spearheaded by dedicated IAS officers with experience in economic development, demonstrate a decentralised approach that empowers states to attract investments and promote economic growth.

This collaborative spirit extends beyond state borders. Dedicated IAS officers across various government departments work together to streamline processes, address industry concerns, and create a more conducive environment for businesses to operate. Their combined efforts ensure smooth collaboration between central and state governments, fostering a unified approach to achieving the initiative's ambitious goals.

3. Building a Stronger Future

3.1 Ongoing Work

The Make in India initiative is a continuous journey, and the government remains committed to strengthening its impact. Dedicated IAS officers within the Department for Promotion of Industry and Internal Trade (DPIIT) play a vital role in driving ongoing improvements. These efforts include:

Streamlining regulations in specific sectors: DPIIT, led by the then secretaries like Ramesh Abhishek, and Guruprasad Mohapatra, have consistently focused on streamlining regulations in key sectors like pharmaceuticals and electronics.

Developing industrial corridors: The development of industrial corridors across India remains a priority. Spearheaded by experienced IAS officers with expertise in infrastructure development, these corridors create dedicated zones with robust infrastructure to attract large-scale manufacturing units.

Targeted campaigns: The initiative utilises targeted campaigns to attract foreign companies in specific industries that align with India's strategic goals.

Skilling the workforce: Recognizing the importance of a skilled workforce, the government emphasises skill development programs to address the evolving needs of the manufacturing sector.

3.2 The Road Ahead

Beyond attracting established players, the Make in India initiative recognises the importance of fostering a culture of innovation and entrepreneurship. This vision is actively supported by IAS officers across various government departments, including DPIIT. Their efforts contribute to creating a regulatory environment that encourages startups and fosters a spirit of innovation.

This focus on fostering innovation is evident in the significant growth of startups in India. As of December 31st, 2023, DPIIT has recognized over 1,17,254 startups. 

4. Conclusion

A decade since its inception, the Make in India initiative has demonstrably transformed India's manufacturing landscape. Dedicated efforts by IAS officers within the government, coupled with industry collaboration and strategic programs, have yielded positive results. While challenges remain, the initiative's focus on streamlining regulations, fostering innovation, and building robust infrastructure positions India for continued growth as a global manufacturing powerhouse. Looking ahead, with unwavering commitment and ongoing efforts, India's Make in India dream is well on its way to becoming a reality.

[madamlaydebug]

What is Addiction?

Addiction is when a person continually takes a substance - or engages in a behavior - with a destructive impact on their health and life.

In Ancient Rome, when a person couldn’t repay a debtor they were forced to become their slave, or ‘addictus.’ This is the origin of being “a slave to your addictions.”

Addictions take many forms; some of them may surprise you. Do you struggle with any of these?

Alcohol

Body piercing

Book collecting

Exercising

Food

Gambling

Hoarding

Narcotics

Plastic surgery

Pain

Pornography

Prescription drugs

Rejection

Relationships

Screens (smartphones, computers, tablets, TV’s, etc.)

Social media

Sex

Shopping

Tattoos

Tobacco

Video games

Working

Addicts crave the behavior or substance, even when they know it causes them physical harm, mental harm, and/or harm to their relationships. Addiction can lead to criminal behavior, poverty, homelessness, and death.

Addiction is not defined by how much a person engages in the behavior but by the impact it has on their life. A workaholic may be very successful in the office, but at home their relationships are failing and their anxiety is increasing.

What Causes Addiction?

People become addicts through many different paths, but seeking pleasure (or avoiding pain) is the ultimate driver.

Whether a person is addicted to heroin or video games, their goal is to alter their mental state and reduce subconscious-stress.

Some people believe that taking drugs leads to addiction - but this is only part of the picture. Not everyone who takes narcotics becomes addicted to them. Therefore, there must be another factor involved - the human factor.

Research involving mice found they became easily addicted to cocaine when kept in isolation. But, when the environment was enriched with social activities, interesting food, places to explore, toys to play with and new mice to meet… they stopped taking cocaine! Just like mice, humans get depressed, miserable and bored when trapped in an unfulfilling life.

Unresolved Emotions

Addiction often stems from trauma. Adverse experiences during childhood (e.g. divorce, emotional neglect, poverty) predispose us to addiction later in life. Addiction is a response to painful or traumatic events, not simply a poor choice that people make.

Demonizing addicts is counterproductive; they need to be treated with care and compassion to maximize their chances of recovery. Brain scans on people with a range of addictions reveal the same neural circuits are involved, and they all share feelings of shame and low self-value.

People develop addictions to try and cover up issues and uncomfortable emotions:

To cope with stress and life events.

To escape the pain of past trauma.

To create connections with others.

To achieve a sense of control in life.

To avoid facing feelings of inadequacy.

To hush internal voices of self-loathing.

Overcoming Addiction

There’s no one size-fits-all solution for all addicts, but here are some general tips:

1. Find the Right Help

Addicts using opiates and narcotics need help. Addiction experts can provide the highly specialized support needed for this kind of recovery. Addicts can also be aided with behavioral re-training and dedicated recovery groups.

2. Increase Self-Value

All addicts can benefit from increasing their self-worth. Any activity that improves physical or mental health enhances esteem. Getting a massage, eating vitalizing alkaline foods, and going for walks in nature are acts of self-care that enhance how we feel about ourselves.

“Because the one thing you want to do is to LOVE, and that love should begin with you” - Dr. Sebi.

3. Be Ready to Give Up

The addicted person must be ready and willing to give up their addiction; if they are forced to give it up they are likely to relapse.

What are you ready to give up?

[responsible-us]

Uniphos Enterprises Limited Releases Business Responsibility and Sustainability Report for FY 2023-24

UEL is a leading player in trading in chemicals and agro-commodities. It has released its Business Responsibility and Sustainability Report (BRSR) for the fiscal year 2023-24. The report, presented in conformity with SEBI’s Listing Obligations and Disclosure Requirements Regulations, 2015, reflects the company’s initiative regarding ethical governance, environmental care, and social responsibility.

Overview: In an era where corporate accountability runs parallel, UEL’s BRSR 2023-24 reflects the commitment of UEL towards sustainability and responsible business behavior. The report epitomizes salient features of the company’s operations, best governance practices, and environmental impact, focusing on core values related to excellence, integrity, respect, and collaboration.

Body UEL was incorporated in 1969 and is essentially a trading company. A large portion of the turnover consists of trading in chemicals and agro commodities. For FY 2023–24, revenue from trading operations contributed 54.16%, while income from investments in equity shares and mutual funds contributed 42.26% of revenue.

The company is headquartered in Mumbai with regional offices based in Gujarat. Its staff is on deputation, with only a small number being UEL recruits; it has taken important steps in maintaining gender diversity—one-third of the members on the Board of Directors comprise women.

The report enumerates corporate governance practices in which UEL has also ensured the whistleblower policy to get grievances over and above transparency. UEL further states its due compliance with regulatory requirements, as amply evidenced by the reaction of the company to a minor delay in the regulatory filings for which the waiver of the fine was sought from stock exchanges.

Although UEL is not a manufacturing company, the report reflects the concern of the company regarding environmental sustainability. The environmental impact of UEL is very minimal, as the company consumes limited amounts of energy only and does not produce much waste that is considered harmful to the environment. The sustainability practice at UEL is mainly limited to ensuring full compliance with environmental laws and regulations, and operations are performed in a manner to ensure no adverse impact on the environment.

From the viewpoint of social responsibility, the activities of UEL are restricted to its scale of operation; however, the company maintains a conducive and non-threatening workplace. It is pointed out in the report that UEL follows the Rights of Persons with Disabilities Act, 2016, providing accessibility in offices and non-discrimination in employment.

UEL’s commitment to doing good business is further reflected in its anti-bribery and anti-corruption policies, although the company has not adopted a stand-alone anti-corruption policy; rather, the principles are encapsulated within its general code of conduct meant for all employees and major vendors.

Overview The Business Responsibility and Sustainability Report for FY 2023-24 underlines the commitment of Uniphos Enterprises Limited to promote the gold standard in corporate governance, care for the environment, and observe social responsibility. Though the operation of the company remains limited within the scope mentioned, its commitment remains toward responsible business practices. While moving forward with challenges in the modern business landscape, UEL remains focused on aspects related to sustainability, transparency, and ethical conduct and sets a good example for such categories of companies.

Source: BRSR Credit: Uniphos Enterprises Limited

[sebitorres]

Starter: Closed @clarkxhale Where: Aurora Bay Veterinary Clinic

Sebi holds the dog cradled in his arms. It looks like a puppy but still relatively big, like the size of a teddy bear with floppy ears to match. When he hears his name being called, Sebi promptly makes his way into the smaller office. "Hey man. I found this pup on the side of the road this morning." He gently lowers the confused and disheveled pup onto the counter. "Couldn't find a collar, looked around for a mum or litter but I couldn't see anything. Thought I'd bring him here to see if he's been chipped."

[seemabhatnagar]

Freezing of bank account for unconnected entities is legally untenable.

M/s Jermyn Capital LLC Dubai v. Central Bureau of Investigation

Fact:

M/s Jermyn Capital LLC Dubai (#Appellant Company) was Permitted by Securities Exchange Board of India (#SEBI) to buy & sell share & securities in the #Indian Stock Market.

The appellant company had its shares in its account with #ICICI Bank.

However, due to certain litigation the appellant company quit the trading in the Indian Market in 2006.

But appellant company was subjected to 02 #freeze orders under section 102 #Cr PC. (This section empowers police officers to seize any property which gives suspicion for commission of any offence.)

The freeze order for an amount of Rs.42.51 crore was initiated because of the #pending #investigation against Dharmesh Doshi

Against the freeze order the appellant company approached the Apex Court & the #ApexCourt allowed the appellant Company to sell its shares & convert into cash and repatriate the funds with interest but without bank guarantee.

Rs. 42.51 Crore was repatriated.

Issue arose when appellant company was incapacitated by second freeze order for an amount of Rs. 38.52 crores to repatriate.

Aggrieved by the freeze the appellant company again approached the Apex Court.

 The Apex Court gave liberty to the appellant company to approach trial court for release of the said amount.

 The trial court allowed the repatriation of Rs.38.52 Crores subject to the #Bank Guarantee of an equivalent amount.

Aggrieved by the imposition of Bank Guarantee Clause the appellant Company approached High Court.

High Court confirmed the decision of Trial Court.

Against the order of the High Court present Criminal Appeal is filed before Apex Court.

Observation of the Apex Court:

 Imposition of Bank Guarantee clause as due to pending investigation against Dharmesh Doshi, alleged to have been connected with the appellant company.

Record shows that Dharmesh Doshi has been discharged by the trial court, was never an employee/shareholder/director or holding key managerial position in the appellant company.

Dharmesh Doshi & Appellant Company are 02 separate entities.

Freezing order as such not legally tenable when two entities are unconnected.

Neither in the FIR nor in the chargesheet filed against the Dharmesh Doshi, appellant company was named.

Further during hearing CBI informed the Apex Court that no criminal proceedings is pending against the appellant company pertaining the dispute discussed here.

The freeze order against the appellant company’s properties is redundant as the appellant company is not necessary for the conclusion of the investigation.

The purpose of the freeze order, and the bank guarantee in extension of the freeze order, can only be in operation to aid in the investigation against the alleged crime.

Since the investigation against the appellant company has become redundant as such freeze order has also become redundant.

 The operation of the freeze order has been active for a period of 17 years and has caused huge losses to the appellant company.

Decision:

The Division Bench of Hon’ble Mr. Justice Krishna Murari J & Hon’ble Sanjay Kumar J vide their order dt.09.05.2023 set aside the order of the High Court and permitted the appellant company to withdraw the said amount with 4% simple interest from May08, 2006.

Seema Bhatnagar

[softcoresolutions]

Future of Financial Reporting- NetSuite for Real-Time Data Interpretation for FinTech. 

India's FinTech revolution appears impossible to stop. The growth of digital payment and lending platforms, in addition to investment Tech firms is insane and yet simple. But, with every step taken, things become more and more complicated. Financial reporting is becoming complicated to manage when the need is speed coupled with accuracy. Obsolete enterprise resource planning systems make businesses operationally slow. Luckily, the Oracle has shifted the way of modern-day business owners. With the use of college ERP, the finer details are taken care of. In addition, manual reconciliations are history. Everything is now automated at ERP software systems level. This guarantees compliance and an Oracle's outweigh around the globe and makes financial deadlines more efficient.  

Financial Reports That Are Real Time Allows for Better Decision-making:  

Delays in data almost always guarantee unfavorable decisions. Operationally, the business needs to keep up with the time while change is being integrated. In addition, to every finance-controlled area, the cloud ERP systems is the perfect sidekick to every CFO. Cashflow, operations, instant MVMT, and strategy step up for report visibility simultaneously. 

Automating Financial Reconciliation & Compliance: 

To reconcile manually is to squander precious time. Mistakes make you lose money. Oracle enterprise resource planning helps in automating reconciliation across accounts. FinTech businesses stay ready for audits. Compliance with RBI, SEBI and taxation is made easy with ERP implementation. Every transaction is ensured to be compliant with the law by NetSuite cloud ERP. No more worry about fines and penalties.  

AI-Powered Predictive Analytics for Financial Planning: 

Financial forecasting is revolutionized by AI. ERP global analytics lets FinTech firms anticipate patterns, adjust their prices, and make future projections. Financial health is guaranteed with the use of AI insights – no more speculation.  

Multi-Currency & Cross-Border Transactions Made Easy: 

FinTech firms in India have a global presence. Having to deal with different currencies is a problem. Oracle NetSuite ERP allows for currency conversion, tax without the need for user intervention, and external payments. With enterprise resource planning software, completing transactions across borders can be done with a single click. Financial reports become clearer with automatic currency conversion based on the latest rates.  

Fraud Detection & Financial Risk Management: 

Fraud prevention is critical to almost any business in Fintech. Suspicious activity is monitored and flagged by the AI security tools of Oracle NetSuite. Fraud is a real problem that can now be solved with the help of ERP system solutions. It doesn't need to be a reactionary strategy anymore. 

Reports Can Now Be Generated Anytime, anywhere: 

Unlike the standard practice of financial reporting that ties companies to office-based infrastructures, Oracle NetSuite Cloud ERP enables work to be done from any location. With cloud ERP, collaboration happens at once. The data is protected, and cloud storage improves the business’s agility.  

The asset management reporting comes with a condition of speed, and depth Oracle NetSuite Cloud ERP solutions provides Indian FinTech businesses. In enterprise resource planning software, investments are made with greater security and satisfaction.  

NetSuite Cloud ERP has always been a must-have resource for every business looking to stay relevant due to the market's rapid evolution. 

SoftCore Solutions proudly has the title of being one of the top Oracle NetSuite partners in India.  

A reliable NetSuite partner in India facilitates the smooth ERP implementation, helping FinTech organizations achieve precision, efficiency, and compliance. The next generation of financial reporting systems is already available. Are you geared up to adopt Oracle NetSuite ERP?  

FAQs:  

In what ways can Oracle NetSuite Cloud ERP help FinTech companies improve financial reporting?  

NetSuite automates reconciliations, provides real-time insights, and ensures compliance with financial regulations.  

Is it possible to use NetSuite Cloud ERP to manage financial transactions with multiple currencies?  

Absolutely! Oracle cloud ERP handles currency exchange, tax compliance, and global transactions automatically.  

Can expanding FinTech startups use NetSuite ERP?  

Yes! The NetSuite enterprise resource planning solution works seamlessly with FinTech companies as they grow.  

For what reasons does NetSuite Cloud ERP enable better fraud detection?  

With NetSuite, fraudulent transactions are detected and blocked immediately through its AI-based protection tools. 

[excellence-12]

SEBI’s LODR Amendments 2024: Enhancing Compliance or Adding Complexity?

Regulation is always work in progress. Therefore it comes as no surprise that on 12th December, 2024, SEBI has issued a notification detailing a number of changes in the SEBI (LODR) Regulations (LODR). Some of the more important changes made are proposed to be addressed in this newsletter. We will not comment on the changes in punctuation marks from comma to semi colon and the like, because as Mark Tully famously observed there are no full stops in India.

The first change suggested is that 2 categories of transactions will no longer be seen as Related Party Transactions (RPTs) indicative of conflict of interests. The first is the acceptance of current account deposits and savings account deposits by banks, and the second is retail purchases made by Directors or employees, without establishing a business relationship, and at the terms uniformly applicable to all Directors and employees. This is a long overdue amendment. There is no conflict that manifests itself in transactions of this nature, and to treat them as requiring a special dispensation would be contrary to common sense.

The second is a proviso which states that Key Managerial Personnel (KMPs), Directors, Promoters, Promoter group, or any other person, dealing with a listed entity shall disclose to the listed entity all information that is relevant and necessary for the listed entity to ensure compliance with applicable laws. In a regime premised on transparency and disclosures, there should never have been any choice for any of the persons referred to in this clause, to hold back information that is relevant and necessary to ensure compliance.

One major change that has been introduced is that the Compliance Officer shall be an officer who is in wholetime employment of the listed entity, and is not more than one level below the Board of Directors. He/She shall be designated as a KMP. There is no problem whatsoever with designating the Compliance Officer as a KMP. However, given that the CEO is also one level below the Board, having a Compliance Officer at the same level would dilute the overall control and position that goes with the designation of CEO. In many companies, the Company Secretary, who is two or three levels below the Board, functions as the Compliance Officer since there is some commonality between the duties discharged by holders of both these offices. It should have been possible for SEBI to notify that the Compliance Officer, notwithstanding at what level he/she is in the company, should report on compliance matters to the Board or the appropriate committee of the Board. This in no way would have prejudiced the integrity of compliance reporting. By having as Compliance Officer a person one level below the Board, there could be coordination issues between the Compliance Officer and the Company Secretary.

Regulation 17 of LODR, dealing with the appointment or reappointment of Non-Executive Directors (NEDs), on attaining the age of 75 years, also merits some comment. It has been made clear in the relevant proviso that the sub-regulation ought to be complied with at the time of appointment or reappointment or any time prior to the NED attaining the age of 75 years. This again follows logically from the stipulation that no person above the age of 75 shall be a member of the Board, unless his/her candidature has been approved by a 3/4th majority of shareholders. Therefore a Director above the age of 75 continuing on the Board, without appropriate shareholder approval, is an irregularity which should have been specifically addressed earlier.

The Regulation goes on to provide that the approval of shareholders for appointment or reappointment of a person on the Board of Directors or as a Manager is taken at the next general meeting or within a time period of 3 months from the date of appointment. The proviso goes on to state that if the appointment or reappointment of a person to the Board of Directors or as a Manager is subject to the approval of regulatory, government or statutory authorities, the time taken to receive such approvals shall be excluded for the purpose of this clause. This is a welcome move since the extraordinary period of time taken by some regulatory/ statutory authorities to accord clearance often defeated the purpose of appointing a Director without undue delay.

It is by now fairly clear that no amendment of LODR can take place without tinkering with the process of approval of RPTs. The present amendment provides for the Independent Directors (IDs) ratifying RPTs within 3 months from the date of the transaction or in the immediate next meeting of the Audit Committee (AC), whichever is earlier, subject to a few conditions. The first condition is that the ratified transactions, whether entered into individually, or taken together during a FY, shall not exceed Rs 1 crore. This monetary limit seems unduly low and conservative, given that this provision is sought to be introduced to further the cause of improving the ease of doing business. If there is a failure to seek ratification of the AC within the prescribed period, the transaction shall be rendered voidable at the option of the AC. Considering that the transaction is with an external party, voiding the transaction is not going to be free from complications. Further, the amendment states that if the transaction is “with a related party to any Director, or is authorised by any other Director, the Director(s) concerned shall indemnify the listed entity against any loss incurred by it.” Presumably, the reference is to a transaction with “a party related to any Director”, and not with “a related party to any Director”. Further, the causal relationship between the decision and the loss incurred by the entity would have to be established before a Director is called upon to make good the loss.

The present amendment devotes considerable attention to Secretarial Audit and to Secretarial Auditors. It provides in considerable detail the circumstances in which a company can appoint a Secretarial Auditor or a Secretarial Audit firm. The attention given to Secretarial Audit is timely since experience has shown that Secretarial Audit reports rarely point to any mistake or transgression, except when there is a penalty imposed on the company by the Stock Exchanges. Normally, such concerns as are noted by the Secretarial Auditor rarely find a mention in the report. It is perhaps uncharitably explained that with managements satisfaction necessary for the continuation of a Secretarial Auditor, peaceful coexistence is a preferable practice. There is also a provision that a person shall be eligible for appointment as a Secretarial Auditor only if such person is a peer reviewed Company Secretary. This will be an entry barrier for persons who have newly entered the profession, and are yet to get their peer reviewed certificate.

The oft repeated complaint that reclassification of Promoters is taking considerable time, and is very complex has been addressed by these Regulations. What is now required is a no objection from the Stock Exchanges of such reclassification, once it has considered the views of the Board of Directors. Thereafter, the reclassification request shall be placed before the shareholders in a general meeting for approval. Time limits have been prescribed for both the Stock Exchanges’ no objection certificate, and for the approval by the shareholders. This will make life simpler for erstwhile Promoters who over time, on account of reduction of shares held, have lost control over the company, and are in no position to influence any decisions.

Schedule II Part E of LODR has also been amended to provide that listed entities ranked from 1001 to 2000 “shall endeavour” to have at least one woman ID on its Board of Directors. Similarly, it has been provided that the IDs of the top 2000 listed entities “shall endeavour” to hold at least 2 meetings in a FY without the presence of non-IDs and members of the management, and all IDs “shall endeavour” to be present at such meetings. “Shall endeavour” is neither here nor there. There is no clear reason why both the above provisions should not be made mandatory, and why they should figure in the list of non-mandatory provisions. Pleading with the IDs to endeavour to do what is in the interest of the company is not desirable. Such kid glove treatment will ensure that the smaller companies embrace well intended regulations at a leisurely pace. As for the meetings of IDs, Schedule IV of the Companies Act, 2013 presently contemplates at least 1 such meeting during a year. This has been found to be inadequate. Therefore, it would have been better to mandatorily move from 1 to at least 2 meetings of IDs in a year. The considered view of Excellence Enablers is that there should be one such meeting before every meeting of the Board of Directors, and in case there are more than 4 Board meetings in a year, the number of meetings could be limited to 4. Not to do so will be to not take advantage of a forum which should be able to deliver considerable value.

The explanation dealing with fraud has been amended to state that fraud by senior management, “other than by who is a Promoter, Director or Key Managerial Personnel” shall be required to be disclosed only if it is in relation to the listed entity. Stated simply, this would mean that a fraud committed by senior management, other than the excluded category, need not be listed if it is in relation to some other entity or in a non-corporate situation. Fraud, if established, indicates an unacceptable mental state of the senior functionary concerned, and non-disclosure of such frauds, irrespective of where they take place, goes against the grain of good corporate governance in a disclosure-based regime.

Forensic audit has also been explained in the new Regulations. The focus is on financial matters, and excludes matters such as product quality, control practices, manufacturing practices, recruitment practices, and the like. The differentiation is because it is felt that no revision to the financial statements would be required in the latter cases. To conclude that none of these practices will impact the financial statements directly or indirectly is to take a simplistic view.

The LODR (Third Amendment) Regulations, 2024 is a welcome move. Regrettably, like the curate’s egg, it is good only in parts. In the interest of the ecosystem, and the ease of doing business, it might well be worth SEBI’s while to address some of these concerns, and to retain what is necessary, without having the good provisions crowded out by those that either do not add value, or create confusion.

Sources: https://excellenceenablers.com/knowledge-centre/newsletters/february-2025/

[newsxbyte]

Shared office space manager WeWork's India arm files for IPO

BENGALURU: WeWork India Management, the Indian franchisee of the US-based co-working major, filed draft papers for an IPO with market regulator Sebi. The IPO is structured as an offer for sale of up to 43.7 million equity shares, with promoter Embassy Buildcon and investor 1 Ariel Way Tenant planning to divest. The draft red herring prospectus does not specify the expected valuation or timeline…

[forblogmostly]

Advik Capital Ltd: A New Chapter in Transparency and Growth

On January 29, 2025, Advik Capital Ltd, a renowned BSE-listed company, held a pivotal board meeting at its registered office in New Delhi. During this session, the board of directors reviewed and approved several key business decisions in line with stringent regulatory requirements and the highest standards of corporate governance. The gathering, which commenced at 5:30 P.M. and concluded at 6:10 P.M., served as a critical forum for aligning the company’s operational transparency with SEBI’s Listing Obligations and Disclosure Requirements.

At the heart of the discussions was the review of the unaudited standalone financial results for the quarter and the nine months ended December 31, 2024. The figures, which had already been thoroughly examined by the Audit Committee, were presented along with a Limited Review Report that provided moderate assurance about the integrity and accuracy of the financial information. The board underscored its commitment to robust financial reporting by ensuring that the financial statements reflected the highest levels of accountability, thereby reinforcing investor trust and regulatory compliance.

In a strategic move to further enhance corporate oversight, the board approved the appointment of M/s. Shubhangi Agarwal & Associates as the Secretarial Auditor for the financial year 2024-25. This decision, made in accordance with the Companies Act, 2013, and the Companies (Meetings of Board and its Powers) Rules, 2014, exemplifies the company’s dedication to meticulous secretarial practices and the continual improvement of its audit framework.

Parallel to these corporate governance initiatives, an independent auditor’s review of the quarterly unaudited standalone financial results was completed. The auditors conducted their review in line with the Standard on Review Engagements (SRE) 2410, applying analytical procedures and inquiries to ascertain that the financial statements were free of material misstatement. Their conclusion confirmed that the information disclosed in the unaudited financial statements complied with the applicable Indian Accounting Standards and SEBI regulations, thereby providing an additional layer of confidence in the company’s financial integrity.

The financial report also shed light on significant developments within the group. During the quarter, the company strategically sold 600,000 equity shares of its wholly owned subsidiary, Advikopto Electronics Limited, at a price of Rs. 25 per share. This transaction resulted in the divestment of a controlling interest, marking an important transition for the subsidiary as it ceased to be part of the Advik Capital family. Such strategic decisions highlight the company’s proactive approach to managing its portfolio and optimizing its operational focus.

Advik Capital Ltd’s ongoing commitment to transparency and excellence in financial reporting was evident throughout the board meeting. By meticulously reviewing its financial statements and implementing best practices in corporate governance, the company not only adheres to regulatory mandates but also sets a benchmark for industry peers. Investors and stakeholders can find more detailed information on the company’s progress and financial performance by visiting their official website.

In summary, the board meeting on January 29, 2025, encapsulated Advik Capital Ltd’s dedication to maintaining high standards of transparency, accountability, and strategic financial management. With each decisive action, the company continues to pave the way for sustainable growth and enhanced investor confidence in an ever-evolving financial landscape.

[intvestorrelationadvisor]

Investor Relations Metrics That Matter: Beyond ROI and EBITDA

Introduction Let’s be honest: ROI and EBITDA have been the poster children of investor presentations for decades. But here’s the catch today’s investors aren’t just looking at spreadsheets. They want stories. They want to know how your company thrives in the real world, not just on paper. That’s where modern investor relations metrics come into play, and why working with a trusted investor relations advisor can be a game-changer.

If you’re based in Mumbai, you’re in luck. The city is home to some of the best Investor Relations Advisory Firms in India, including specialized IR advisory partners in Mumbai who understand local markets and global expectations. Let’s break down the metrics that actually move the needle and how the right advisory partner can help you shine.

The Hidden Gems of Investor Relations Metrics

1. Customer Lifetime Value (CLV): The Loyalty Litmus Test Imagine two companies with identical EBITDA. Company A has customers who stick around for years, while Company B churns clients every quarter. CLV tells investors which business is built to last. For example, a Mumbai-based SaaS startup recently partnered with an investor relations advisor in Mumbai to highlight their sky-high CLV. Result? They landed a funding round focused on long-term growth, not quick wins.

2. Net Promoter Score (NPS): Your Brand’s Cheerleaders Think of NPS as your company’s popularity contest. A score above 70? You’ve got fans. Below 30? Investors might raise eyebrows. Top Investor Relations Advisory Firms in India often use NPS to showcase intangible strengths like customer love that don’t show up on a balance sheet.

3. Employee Retention Rate: Culture = Currency Let’s face it: talent wars are real. A high retention rate isn’t just an HR metric it’s a sign of a healthy, stable company. When a fintech firm in Mumbai worked with an IR advisory firm in Mumbai, they didn’t just share their 90% retention rate. They tied it to their innovation pipeline, proving that happy employees drive breakthroughs.

4. ESG Performance: The New Investor Love Language Gone are the days when investors only cared about profits. Now, they want purpose. Metrics like carbon footprint reductions or gender diversity ratios are non-negotiable for ESG-focused funds. Partnering with investor relations consulting firms that specialize in ESG storytelling can turn your sustainability efforts into investor magnets.

5. Cash Conversion Cycle (CCC): Speed Wins How fast can you turn inventory into cash? A shorter CCC means you’re agile a huge plus in uncertain markets. One Mumbai manufacturer worked with an investor relations adviser to reframe their CCC improvements as a supply chain revolution. Investors noticed.

Why the Right Advisory Partner Makes All the Difference

Metrics are just numbers until someone gives them meaning. That’s where investor relations advisors step in. Here’s how they add value:

They Speak Investor The best Investor Relations Advisory Firms don’t just crunch data they translate it. For instance, an IR advisory partner in Mumbai helped a retail client turn a “boring” employee retention rate into a story about operational excellence and customer satisfaction.

They Know Mumbai (and Beyond) Local expertise matters. An investor relations advisor in Mumbai understands the city’s unique investor ecosystem from family offices in South Mumbai to venture capitalists in Powai. They also navigate regional regulations like SEBI guidelines with ease.

They Save You from “Metric Overload” Not every metric deserves airtime. A great investor relations consultant curates the ones that align with your audience. ESG for European funds? CLV for growth investors? They’ll tailor your pitch.

They’re Your Crisis Wingman When numbers dip (and they will), a seasoned IR advisory firm in Mumbai helps you pivot the narrative. Think transparency, recovery plans, and rebuilding trust not panic.

Real Talk: A Mumbai Success Story

Take a mid-sized pharma company in Mumbai. Their EBITDA was solid, but institutional investors kept ghosting them. Enter one of the top Investor Relations Advisory Firms in India. Together, they:

Turned a 98% employee retention rate into a story about R&D consistency.

Highlighted zero-waste manufacturing (hello, ESG appeal).

Used CLV to show long-term contracts with top hospitals.

Six months later? A 40% surge in institutional investments. The lesson? Even “vanilla” metrics can become scoops of premium ice cream with the right flavoring.

How to Choose Your Advisory Partner

Not all advisors are created equal. When vetting Investor Relations Advisory Firms in India, ask yourself:

Do they “get” your industry? A firm specializing in tech might not nail your FMCG challenges.

Are they Mumbai-savvy? Local insights matter. An IR advisory partner in Mumbai knows the city’s investor pulse.

Do they walk the talk? Case studies and client testimonials don’t lie.

Wrapping Up ROI and EBITDA are like the salt and pepper of investor relations—essential, but not the whole meal. To stand out, you need a full-course menu of metrics like CLV, NPS, and ESG. And guess what? You don’t have to cook it alone.

Whether you’re a Mumbai startup or a pan-Indian enterprise, partnering with the best Investor Relations Advisory Firms especially those with boots on the ground in Mumbai can turn your data into a story worth investing in.

So, ready to make your metrics unforgettable? Maybe it’s time to call an investor relations advisor.

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What is Addiction?

Addiction is when a person continually takes a substance - or engages in a behavior - with a destructive impact on their health and life.

In Ancient Rome, when a person couldn’t repay a debtor they were forced to become their slave, or ‘addictus.’ This is the origin of being “a slave to your addictions.”

Addictions take many forms; some of them may surprise you. Do you struggle with any of these?

Alcohol

Body piercing

Book collecting

Exercising

Food

Gambling

Hoarding

Narcotics

Plastic surgery

Pain

Pornography

Prescription drugs

Rejection

Relationships

Screens (smartphones, computers, tablets, TV’s, etc.)

Social media

Sex

Shopping

Tattoos

Tobacco

Video games

Working

Addicts crave the behavior or substance, even when they know it causes them physical harm, mental harm, and/or harm to their relationships. Addiction can lead to criminal behavior, poverty, homelessness, and death.

Addiction is not defined by how much a person engages in the behavior but by the impact it has on their life. A workaholic may be very successful in the office, but at home their relationships are failing and their anxiety is increasing.

What Causes Addiction?

People become addicts through many different paths, but seeking pleasure (or avoiding pain) is the ultimate driver.

Whether a person is addicted to heroin or video games, their goal is to alter their mental state and reduce subconscious-stress.

Some people believe that taking drugs leads to addiction - but this is only part of the picture. Not everyone who takes narcotics becomes addicted to them. Therefore, there must be another factor involved - the human factor.

Research involving mice found they became easily addicted to cocaine when kept in isolation. But, when the environment was enriched with social activities, interesting food, places to explore, toys to play with and new mice to meet… they stopped taking cocaine! Just like mice, humans get depressed, miserable and bored when trapped in an unfulfilling life.

Unresolved Emotions

Addiction often stems from trauma. Adverse experiences during childhood (e.g. divorce, emotional neglect, poverty) predispose us to addiction later in life. Addiction is a response to painful or traumatic events, not simply a poor choice that people make.

Demonizing addicts is counterproductive; they need to be treated with care and compassion to maximize their chances of recovery. Brain scans on people with a range of addictions reveal the same neural circuits are involved, and they all share feelings of shame and low self-value.

People develop addictions to try and cover up issues and uncomfortable emotions:

To cope with stress and life events.

To escape the pain of past trauma.

To create connections with others.

To achieve a sense of control in life.

To avoid facing feelings of inadequacy.

To hush internal voices of self-loathing.

Overcoming Addiction

There’s no one size-fits-all solution for all addicts, but here are some general tips:

1. Find the Right Help

Addicts using opiates and narcotics need help. Addiction experts can provide the highly specialized support needed for this kind of recovery. Addicts can also be aided with behavioral re-training and dedicated recovery groups.

2. Increase Self-Value

All addicts can benefit from increasing their self-worth. Any activity that improves physical or mental health enhances esteem. Getting a massage, eating vitalizing alkaline foods, and going for walks in nature are acts of self-care that enhance how we feel about ourselves.

“Because the one thing you want to do is to LOVE, and that love should begin with you” - Dr. Sebi.

3. Be Ready to Give Up

The addicted person must be ready and willing to give up their addiction; if they are forced to give it up they are likely to relapse.

What are you ready to give up?

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What's Behind the Coworking Boom?

The coworking industry is changing dramatically and Smartworks has led the pack in this new evolution. This year, Smartworks filed papers with the SEBI for listing an IPO and the company looks poised to significantly increase its play in the very competitive coworking space market. The decision to go public is coming at a time when more and more businesses are looking for flexible and innovative workspace solutions due to the changes in work culture post-pandemic. With its tech-enabled and customized office spaces, Smartworks is looking forward to using the IPO to scale up its offerings and services.

The new issuance of shares will help Smartworks to raise the much-needed capital for technology, infrastructure, and strategic acquisitions that will help the company strengthen its market position. With the adoption of hybrid work models by companies, there is a growing need for flexible and efficient workspaces. Smartworks is well positioned to meet this demand with solutions that cater to the diverse needs of modern businesses.

However, the IPO is a reflection of Smartworks' ambitions for growth and also represents the larger trend of investors being increasingly interested in the coworking sector. Focused on collaborative and productive environments, Smartworks is sure to define future workspaces and is an exciting prospect for both investors and businesses alike, given the company's commitment to innovation and excellence in the smartwork space.

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What makes a Good Audit Committee?

Audit Committee (AC) is the oldest, and one of the most important Board level committees. It is considered to be the most important committee because its key roles involve recommending of financial statements for approval, interaction with Statutory and Internal Auditors, ensuring existence of proper internal controls, and approval of related party transactions (RPTs). With changes in law and regulations, most ACs have seen an expanded role, with a number of mandatory and non-mandatory roles being added to their scope of work.

For an AC to add value, it is important to have the following considerations:

Composition – For a proper functioning AC, its composition plays a key role. SEBI LODR Regulations, 2015 (LODR) require at least 2/3rd of the members of AC to be Independent Directors (IDs), with the Chair of AC also being an ID. Given the important role played by this Committee, some companies proactively consider having an AC comprising all IDs as a positive. It is believed that such ACs are objective and independent in their discussions and decision-making.

Skillsets – LODR requires the Chair of AC to be an expert in finance, and other members to have knowledge of finance. It is important to have Directors with the right skillset and aptitude as members of the AC.

AC Chair – AC Chair plays an important role in ensuring an effective AC. He/she sets the tone for committee meetings. AC Chair has to be an ID, and has to be an expert in finance. His/her knowledge is often extremely important when it comes to steering the meetings, and communicating with the CFO and the auditors. He/she also has to ensure that management presents proper agenda for meetings. He/she should have the ability and willingness to ask the tough questions. Given the importance of the Committee, he/she is often considered to be the senior most ID, and is also tasked with the additional responsibility of chairing meetings of IDs. Attending Annual General Meetings, to answer shareholder queries, is yet another role assigned to him/her.

Induction of AC members – Given the role of the AC, it is a good practice to have a proper induction programme for newly inducted members of the committee. The focus of this programme should be on the role of the Director as an AC member, and the attributes required.

Number of meetings – LODR requires the AC to meet at least four times in a year. Increasingly it is seen that the quarterly meetings, as mandated, focus only on financial statements. Given the additional roles to be performed by the Committee, it is a good practice to have at least 2 additional meetings, in which the focus can be on items such as Internal Audit.

Pre-AC meetings with CFO – A number of companies have found the practice of the AC Chair having a pre-AC meeting/ call with the CFO beneficial. In such meetings/ calls, the CFO is able to brief the AC Chair about the agenda, the updates since the previous AC meetings, and any issues that the company might be facing.

Pre-AC meetings with Statutory Auditors – A number of companies have also find the practice of the AC Chair having a pre-AC meeting/ call with the Statutory Auditors beneficial. In such meetings/ calls, the auditor is able to brief the AC Chair about any item that he/she may want to bring to the attention of the Chair.

Interaction with Auditors – Most good ACs have started the practice of interacting with Statutory Auditors and Internal Auditors, without the presence of management persons. This forum gives the auditors the opportunity to mention any issues/ problems that might be faced. This also becomes a good forum to understand how the company can improve its existing practices. AC can also ensure that the Statutory and Internal Auditors interact with one another.

Interaction with Chief Risk Officer (CRO) – Risk management and Internal Audit go hand in hand. Some companies therefore have started the practice of inviting the CRO to the AC meeting, for interaction with AC members.

Internal Audit – It is the role of AC to approve the annual Internal Audit plan, and to have the Internal Auditor report to it every quarter on findings and the next steps. Good ACs ensure that Internal Audit function has the necessary independence that it requires to function. For this, it is important that Internal Audit reports to AC on functional matters.

RPTs – There are a number of stipulations with respect to RPT. The practice that a number of good ACs have found useful is to, on a random basis, ask for the working papers relating to 1-2 RPTs, to ensure that the management follows the correct process/ procedure for ensuring that the transaction is at arms length and in the ordinary course of business. This would also ensure that the management would be careful when it comes to putting through such transactions.

Whistleblower mechanism – AC Chair should ensure that a whistleblower can have access to him/her in exceptional cases. AC should also ensure that the mechanism functions independently.

Prohibition of Insider Trading – In the case of violation of Insider Trading regulations, AC must ensure that the penalty imposed is in accordance with the violation, and a soft treatment is not given.

Legal cases – A number of good ACs ensure that they have exposure to the material legal cases, along with a status update.

Oversight of subsidiaries – ACs of holding companies should invest time in interacting with the Statutory Auditors of the subsidiaries, to ensure that nothing of consequence is missed. This is especially important when the auditor of the subsidiary is different from the auditor of the parent.

The AC is the repository of trust of stakeholders. It cannot afford to underperform.