Movie Review: Phantom: A misguided Missile

— By PTI | Aug 28, 2015 04:06 pm 

Cast: Saif Ali Khan, Katrina Khan, Sabyasachi Chakrabarty, Mohammad Zeeshan Ayyub, Rajesh Tailang

Director: Kabir Khan

Director Kabir Khan blends fact and fantasy is search of hi-octane thrills in Phantom, a spy drama that is irretrievably undermined by a weak script and pedestrian acting. The film harks back to the festering wounds inflicted on India by the 2008 terror attacks on Mumbai and constructs a wishful scenario: each of the perpetrators of that crime is punished by an intrepid agent unleashed by RAW.

Kabir Khan is on a strong wicket after the runaway success of Bajrangi Bhaijaan. But Saif Ali Khan is in desperate need of a career-resurrecting hit. Like his eponymous character did in Agent Vinod, his fearless spy here is an inveterate globe-trotter who is never in one place for any length of time.

The script based on S Hussain Zaidi book Mumbai Avengers is no different – it flits about aimlessly as the hero goes pursues the mission of eliminating the big, bad terrorists in the neighbouring country and elsewhere. One commendable aspect of Phantom is its matter-of-fact approach that it adopts to its portrayal of the fight against terror. It keeps chauvinistic chest-thumping to the bare minimum.

While it does not conceal the identities of the men who plotted the 26/11 attack, it does not blame Pakistan as a nation or any particular community for that dastardly act. In fact, Phantom projects the people of Pakistan as victims too, introducing a Lahore mother who has lost her son to the Lashkar-e-Taiba.

RAW plucks tainted soldier Daniyal (Saif Ali Khan) out of thin year and sends him on an impossible mission. The man has nothing to lose for he has lost all interest in life since being dismissed from the army for allegedly deserting his men in a bunker.

He is introduced to Nawaz (Katrina Kaif), a former RAW agent who, too, has a personal reason to go after the terror masterminds. Chicago, London, Beirut, Amman, Lahore – the duo hops from one location to another looking for their quarries in dangerous places.

Much of this is rather dreary and mechanical. It is not until Daniyal lands in Pakistan that Phantom perks up a bit. The climax is passable, but Phantom takes two-and-a-half hours to get there, by which time the action has turned too predictable and humdrum to kindle genuine interest of what is unfolding on the screen.

Saif Ali Khan wears an inscrutable facial expression all through Phantom. It is difficult to tell whether the lack of animation is a reflection of the character’s state of mind or the current state of the actor’s career. Katrina Kaif is a misguided missile in this drama – she does not know what she is supposed to be doing here. And neither does the audience.

Phantom has its moments, especially in the second half, but that isn’t enough to sustain the film all through its running time.

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Movie Review: The Gift – Psychological Thriller

— By Ronita Torcato  | Aug 21, 2015 08:46 pm 

Cast: Jason Bateman, Rebecca Hall, Joel Edgerton,Allison Tollman,Tim

Griffin,David Denman

Director: Joel Edgerton

Joel Edgerton  played the Pharaoh Rameses in Ridley Scott’s Exodus:God’s and Kings. He was the estranged older brother in the intensely moving sports drama Warrior, a  Hindi remake of which is currently showing in Indian cinemas. Like several others, the multi-talented Australian has dabbled in  various aspects of film-making. Now, he makes his  directorial debut with this smartly plotted thriller about about a young married couple Simon (Jason Bateman) and Robin (Rebecca Hall)  stalked by a former classmate of the husband.  This role is played by Edgerton who also wrote the screenplay which is full of surprises like that other stylish psychological thriller Gone Girl. A pivotal backstory (referenced in dialogue) reprises  the moral universe of William Golding’s Lord of the Flies in which humans (juveniles ) act in selfish, self-serving,and ultimately destructive ways, unrestrained by rules and regulations.

Simon and Robyn relocate from Chicago to  Los Angeles where Simon takes up cushy new corporate  job  and interior designer Robyn struggles to recover from a miscarriage. They are befriended by a stranger (Joel Edgerton), who tells them he is Simon’s childhood schoolmate. The mysterious man follows up the chance encounter with  a series of gifts:a bottle of wine, goldfish; he also drops by when Robyn is home alone.   She  is not amused when Simon refers to Gordon as “Gordo the Weirdo,” a nickname from school, and refuses to discuss the way things were. Dissatisfied, Robyn makes some enquiries on her own and discovers shocking things about the murky past.

There’s poetic justice at the end, which is all about revenge and retribution. In Lord of the Flies, the hero Ralph weeps for the end of innocence, I wondered what Simon wept for in The Gift. The fact that Gordo had the last laugh? The darkness inside Gordo’s heart, or his own? The Gift shows that  falsehoods and  deception can  corrode the soul and damage the psyche much in the manner as  physical violence destroys life. Edgerton’s script is studded with a couple of well-timed shocks, even as he keeps the violence minimal and does not indulge in cheap scares.

(In the hands of a lesser director, the life-altering incidents of adolescence might have become a gratuitously lewd exercise.) Beautifully shot and acted, The Gift is worth buying a ticket to the theatre.

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Movie Review: All Is Well – Tedious, cliched and humorless!

— By Johnson Thomas | Aug 21, 2015 07:06 pm 

Cast: Abhishek Bachchan, Asin, Supriya Pathak Kapoor, Rishi Kapoor

Director: Umesh Shukla

Rating: * *

Runtime: 125 mins

All Is Well directed by Umesh Shukla of OMG fame fails to get off the blocks and therefore rarely- if at all, makes it to the comedy goal posts it sets for itself. A dramedy that supposedly tackles a thorny issue and has a social message to boot, the film has little to offer other than tried and tired tropes, repetitive unappealing attempts at humor and distinctive lack of timing in the performances that seem dull and quite un-enlivening.

The entire dysfunctional Bhalla family is on the run. Inder (Abhishek Bachchan), the son, who ran away to Bangkok in search of a singing career comes back to Kasol with some debt collectors chasing him.  Inder and his father (Rishi Kapoor) never really got along, and it was in a fit of rage that he was asked to leave the house. Once back he realizes that he has been lured under the false pretext of his father selling the bakery business and the fake offer of wanting to give him a share. He also finds that his mother(Supriya Pathak) who suffers from Alzheimer’s, is in an asylum following her divorce from his money minded father. And yes, the commitment phobic Inder also has an ex-girlfriend(Asin) who conveniently turns up again- to spice things up, I expect. There’s also some hidden gold to chase. Sonakshi Sinhamakes her weighty presence felt with an item song that just shouldn’t have been.

The script is total nonsense. The writing lacks vigor and the attempts at humor are pretty much decadent.

The actors are all wasted to say the least. Rishi and Abhishek rail at each other in stereophonic surround sound and it’s not a pretty or entertaining sight. Asin and Supriya Pathak are wasted while a bit player like Mohammed Zeeshan Ayub as Cheema is the only one to lend some much needed positivity to this drab , distended affair.  Umesh Shukla who impressed everyone with OMG makes this one a total no show. It’s all very well to thrust a message that Positivity is what gets you to happiness but when it’s done in such drab, uninteresting and perilously aggravating fashion you’re not going there..are you?

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Listen to investors for value addition – Hoshang Sethna, Company Secretary, Tata Motors

— By Dipta Joshi | Aug 03, 2015 12:01 am 

Hoshang Sethna, Company Secretary, Tata Motors Limited introduced several best practices in the company much before they were mandated by law in India. Speaking to Dipta Joshi, he elaborates on the need of the hour given the changing regulatory landscape

If Hoshang Sethna, Company Secretary, Tata Motors Limited, were to write his memoirs, it would definitely make an interesting read. Hoshang joined the company when it had just one subsidiary and a turnover of Rs 8000 crore. Today, the company has 75 subsidiaries and a consolidated turnover of Rs.270,000 crore.

Of the three decades in the Secretarial field, Hoshang has spent 23 years with different entities within the Tata Group itself. He was associated with Tata Elxsi and Tata Oil Mills Company (TOMCO) before joining the Tata Engineering and Locomotive Company (TELCO) which was later rechristened as Tata Motors Limited. It’s no surprise then, that Hoshang has been privy to many trend setting events in the Group’s celebrated history. He was part of the historic Jaguar Land Rover acquisition which remains one of the most successful foreign acquisitions by an Indian company in respect of merger control regulations and financing.

Recalling his association as TOMCO’s Company Secretary (CS), Hoshang reveals, he had no time for preliminaries like settling down in the new job etc. The company’s decision to merge with Hindustan Unilever Limited (HUL) was being contested by some of TOMCO’s shareholders and he found himself in the thick of action, handling the merger case. “The case was challenged in the Supreme Court too and turned out to be an unprecedented one, because it set standards in valuation of companies (during mergers) which are followed even today,” says he.

Hoshang had already built his expertise in dealing with public and rights issues, property besides certain corporate legal matters before joining the Tata Group. But his experience with Tata Motors helped hone his secretarial skills like never before when the company spread its presence across Asia, Europe, Africa, South America and was listed on the New York Stock Exchange. Hoshang was part of the core team that handled the listing of Tata Motors on the New York Stock Exchange and its registration with the US Securities and Exchange Commission (SEC). He gained an in-depth knowledge of the Sarbanes-Oxley Act and the COSO framework for internal controls – both of which protect shareholders from accounting errors and fraudulent practices through internal control and fraud deterrence in an enterprise. He also developed a working knowledge of the US GAAP (Generally Accepted Accounting Principles), and the IFRS (International Financial Reporting Standards). He was also involved in the launch of various pioneering financial equity related fund raising instruments in the Indian and international markets like the issuance of the Global Depository Receipts (GDRs) with warrants attached, American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), Yankee Bonds and the recent, first rights offering by an Indian company registered on the U.S. Stock Exchange.

Having gained a grip on international governance practices, Hoshang was encouraged to review the same and build in best practices suitable for the Tata Motors Group. “We introduced several best practices such as the whistle blower policy, auditors’ independence policy, a fully independent audit committee besides internal controls over financial reporting. All this, much before they were mandated in India,” says he.

However, there have been several challenges. “The change in the organisation, from being just a commercial vehicle Indian manufacturer to a complete automobile company having a global footprint needed a change in culture and mindset (from a supply driven organisation to a demand driven one),”says Hoshang. Thanking his seniors for all their encouragement, he adds, “The Tata organisation and culture grows on you and the journey continues to be an interesting one.”

Hoshang believes a Company Secretary has ample opportunity to improve and change the way an organisation behaves since he takes part in the Board meetings and is a witness to the visionary thoughts-in-action during discussions on strategy, financial results, budgets, oversight of subsidiaries etc. Besides by ensuring that the directions given by the Board are adhered to, a CS plays an important part in the democratic setup where the Board’s decisions are meant to be the last word in corporate decision making, except of course in cases where shareholders’ approvals are required. His own approach towards shareholder activism has always been proactive. In fact says he, “Dealing with shareholder activism has been refreshing with many lessons learnt and practiced. Listening to investors often results in value addition to the business and improved governance practices.”

According to Hoshang, having an open mindset towards change is the need of the hour given the changing regulatory landscape and the competitive blood-wars. “Changing continuously will be the only constant in the coming years,” he adds. If the last two years are any indication, the next five years would be very challenging and exciting for a CS. As India progresses into its next emerging phase, any and every relevant change should be expected and warmly welcomed, says he.

Like most CS, Hoshang too feels the Companies Act, 2013, has been a mixed bag. While it has brought in various governance related changes which were imminent and therefore welcome, there are just as many avoidable changes. “They require laborious and frantic activity and don’t offer corresponding benefits to either the company or its stakeholders. The Bill when enacted was very challenging and caused disruption and challenges in business. Compliance with Company law on the whole has become expensive.”

Hoshang believes the CS community needs to look forward to various simplified and business-friendly initiatives being launched by the current government.

Some of the issues included in his list of grievances include tax benefits on CSR expenditure (over the mandated 2 percent), managerial remunerations and filing of Board resolutions with the Registrar of Companies (ROC).

Hoshang also has reservations regarding too much disclosure (particularly by unlisted and private companies), which is why he has been proposing exclusion of debt listed companies from the definition of listed company.

“The risks are different for equity and debt investors. Equity investors might require more information but debt companies are closely-held entities. By asking equity and debt listed companies to provide the same amount of information, lenders are being given access to lot of unnecessary information,” says he.

Having dealt with various corporate laws in different jurisdictions, there is a lot that can be done to simplify the Companies Act, 2013, adds Hoshang. And yet, there is no doubt, the Act has provided ample opportunities to Company Secretaries, both in the field of profession and practice. “We need to live up to the expectations and the responsibilities carved out for us and take our rightful place in senior leadership,” says he.

With technology playing an important role going forward, Hoshang advices new Secretarial aspirants to be updated on technological advances and breakthroughs as also with the changing regulatory environment on an online basis. He concludes saying, “One needs to have strong functional fundamentals, be an expert in Company law and other corporate legislations. With this, the CS could be THE catalyst for change.”

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Consistent disclosures lead to higher investor comfort: P Ganesh, CFO & CS, Godrej Industries

— By Dipta Joshi | Jul 06, 2015 12:10 am 

Though Secretarial Standards have tended to be too prescriptive in some instances, its guidelines for the Board as well as annual general meetings, bring in greater transparency into corporate practices, says P Ganesh, CFO and Company Secretary, Godrej Industries Limited. Speaking to Dipta Joshi, he also elaborates upon the advantages of working with a large conglomerate

P Ganesh, CFO and Company Secretary, Godrej Industries Limited, has welcomed the new Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The directives pertain to issuance of an advance notice to shareholders for Board meetings and discontinuing of the practice of gifting at annual general meetings (AGMs). The directive has become applicable since July this year.

Ganesh believes the new Companies Act, the Secretarial Standards and the Securities and Exchange Board of India (SEBI) regulations are all working towards the same goal of bringing in greater transparency into corporate practices. Says Ganesh, “The Secretarial Standards lay down clear guidelines for both the Board meetings as well as the AGM, although there are instances where they have tended to be too prescriptive.”

Ganesh’s experience in the field of Finance and Company Law spans two decades. Interestingly, all of it was within the Godrej Group. In the early years, he handled different aspects of the finance functions such as accounting, treasury and direct taxes, besides assisting the company secretary on Secretarial matters. He assumed his first leadership role in the year 2005 as Company Secretary and Head of Finance of the UK based ‘Keyline Brands Limited’. In 2008, he was appointed Chief Financial Officer (CFO) and Company Secretary of Godrej Consumer Products Limited, a position he held until early 2015 when he took over as the CFO and Company Secretary of Godrej Industries Limited.

“Performing the role of a CFO as well as a Company Secretary has helped me combine my knowledge on financial matters as well as legal and compliance requirements. This has enhanced my effectiveness in business decision making,” says Ganesh. He has been involved in the due diligence activities for several acquisitions and has handled issue of shares through the Qualified Institutional Placement (QIP) as well as preferential allotment route. He has also helped raise funds through debt instruments like non-convertible debentures, external commercial borrowings etc., for the company.

Ganesh feels he has benefitted immensely by being a part of one of India’s leading corporate houses. His association with Godrej Consumer Products saw him handling acquisitions in geographies as far and wide as South East Asia, sub-Saharan Africa and Latin America. He describes this period as, “A great learning experience in aspects such as cross-border business integration, putting in place tax efficient holding structures, transfer pricing, legal documentation and in picking up nuances of the English law in overseas debt financing etc.”

Ganesh believes, “Being attached to a big group means facing complex situations and challenges but it also means getting more opportunities to learn.” Typically, working for any large conglomerate always has its advantages. The sharing of knowledge and experience gained from the diverse sectors that its companies operate in, helps employees resolve issues without delay. In fact, the Godrej Group already has such in-house forums in place. ‘The Finance Centre of Excellence’ is steered by Ganesh and works across Godrej Industries and other associate companies. “Since the Group is large, with many companies, there was the need to create a forum that paves the way to harness the synergy potential,” explains Ganesh. Similarly, the Group also has an in-house Secretarial forum.

Currently, enhanced disclosure norms as prescribed by the Companies Act, 2013, ensure that investors are better placed in terms of the information availability. And greater the transparency, greater is the investor confidence. ‘Investor Relations is an evolving area and though we have seen an uptick in investor participation in the past few years, investor comfort is always higher in companies which have more and consistent disclosures,” says Ganesh.

With regards to the Companies Act, 2013, Ganesh points out, “Like any new legislation, the Act has had a few teething issues and operational challenges.” He hopes another round of positive changes will be recommended by the high-level review committee set up by the Ministry of Corporate Affairs (MCA) to look into any further issues raised by corporate houses. The eight member panel was set up in June this year. But, even before the committee was set up, the MCA had come out with a series of amendments and clarifications that addressed many of the concerns raised by corporate houses and legal practitioners.

According to Ganesh, as a corporate law specialist for his company, the role of the Company Secretary (CS) is critical to the smooth functioning of a corporate entity. “Given the increasingly complex business environment, and the interface that the CS has with multiple stakeholders, his stature in the corporate world has grown over the years and will continue to do so in the coming years,” feels Ganesh.

Happy to share some tips, Ganesh says aspirants into the Secretarial field should be technically sound on matters such as corporate laws, SEBI and Stock Exchange requirements. At the same time, he also urges them to work on developing and enhancing their communication and inter-personal skills. “The Company Secretary’s role involves a lot of interface with various stakeholders like senior management, directors, investors, regulators etc. Thus the need for developing softer skills cannot be over-emphasised,” says he.

Summing up the key qualities that a CS must possess, Ganesh says, he always looks for sound functional knowledge, an alert mind, an eye for details and a great attitude while recruiting members to his team.

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Independent Director tag no longer a symbol of social status

— By Dipita Joshi | May 22, 2015 12:01 am 

With the new Companies Act mandating increased responsibilities and penalties on Independent Directors, the line of distinction between Independent and Executive directors is getting blurred says Ajay Nadkarni, Company Secretary, GlaxoSmithKline Pharmaceuticals Limited. In a free-wheeling chat with Dipta Joshi, also discusses the challenges of handling a high profile Board

Ajay Nadkarni, Company Secretary, GlaxoSmithKline Pharmaceuticals Limited (GSK) won the ‘Best Desk Award’ within the GSK Head Office for two consecutive years. For those who know Ajay, this comes as no surprise. After all, he is known to be a stickler for cleanliness. Another personal quality Ajay is known for is his disciplined approach towards the job at hand. “It ensures that I am never saddled with pending work,” says he.

And yet, Ajay is no stranger to the challenges that Company Secretaries face. Reminiscing about the time when his first employer, Skypak Couriers Limited (name changed to Skypak Courier and Cargo) came out with a public issue in 1995, he says, “Since the issue was a first by a courier company in the country, there was no industry average to fall back on while convincing the underwriters to subscribe to the public issue.”He faced a similar challenge when Bliss Chemicals and Pharmaceuticals Limited (name changed to Bliss GVS Pharma) which was backed by the same promoter did a Rights Issue of shares. “The company manufactured women’s contraceptives which was a new concept then. This again meant using one’s skills to convince the underwriters,” adds Ajay.

Next, Ajay joined ADF Foods Limited (American Dry Fruits) which too had charted the public issue route a couple of years before he joined them. “Here the challenge was to get a family-run organisation to realise the importance of compliances and responsibilities that come once you are a publicly listed entity,” says he.

Ajay’s association with GSK, the British pharma major began 16 years back when he joined one of its associate companies as Company Secretary. In 2001, he became GSK’s Company Secretary. Currently, he is also its General Manager-Administration. GSK has provided Ajay with several opportunities to showcase his skills. He was involved in the merger of SmithKline Beecham India Limited in 2001, the merger of Burroughs Wellcome (India) Limited with GSK in 2004, the Buy-back of shares in 2005, the hiving off of the Health Care business and the Fine Chemicals business in 2007 and 2008 respectively besides the 2014 stake hike that saw the parent company, GSK Plc increase its stake to 75 percent.

Typically, balancing the different expectations of the Executive Directors as well as the Independent Directors is a big challenge for any Company Secretary. In a multinational company, the problem gets amplified when the expectations of the parent company’s nominee also need to be considered. But Ajay believes, with the correct processes and systems in place, such difficulties can be overcome.

For Ajay, the bigger challenge as a Company Secretary is handling GSK’s high profile Board where every Independent Board Member is a highly knowledgeable, distinguished and respected personality. “No matter how much you study during the Secretarial course, handling a high profile Board needs street smartness and presence of mind,” says Ajay. He feels a CS should pay as much attention to acquiring and polishing his soft skills.

According to Ajay, the new Companies Act, 2013, is a pragmatic piece of legislation. “The old Companies Act had more than lived its life and a new law was overdue,” says he. That the new Act focuses more on corporate self-reliance and greater automation is another positive. Ajay cites the simple example of filing of various forms with the ROC (Registrar of Companies). “The forms under the old Act would be ‘taken on record’ only after an officer from the ROC would scrutinize it and find it fit. This led to delays. Now, online filing ensures that the public can view the form the very next day. It also ensures some level of pre-scrutiny since the form cannot be completed unless all required information has been filled,” says Ajay.

While some corporates have been complaining about the increased compliance under the new Act, Ajay does not view it as a shortcoming. According to him, “The compliance per se is not taxing, but it the lack of clarity that is killing. But this situation will not last forever and things should settle down soon.”

While Ajay welcomes the content and intent of the Act, he thinks many of its regulations should have been introduced in a phased manner to minimize the confusions around it. “For instance, instead of mandating Women Directors en masse, the provision could have been made mandatory for big-sized companies at first instance, since it would be relatively easier for such companies to get a Women Director. Currently, the smaller sized companies are known to have nominated Directors just to fulfill the regulatory requirements even when the candidate does not have the required understanding of the industry,” he points out.

Ajay predicts a similar shortage of Independent Directors as well. Being an Independent Director on any Board is no longer a symbol of social status. With the new Act mandating increased responsibilities and penalties on Independent Directors, the line of distinction between Independent and Executive directors is getting blurred.

Such overlapping of tasks also warrants greater accountability on part of the CS, who among the many duties he performs is also the company’s conscience keeper. “Today, one of the saviors for an Independent Director is the ‘Minutes of the Meeting’ that are prepared by the CS. These will act as proof of the independent Director having recorded his dissent on contentious issues,” points out Ajay.

Ajay’s advice to youngsters getting into the field is to look beyond the Company Secretarial function. He believes a CS aiming to grow in the company’s ranks should take

up other functions as well in order to get a hang of the core functions required at higher levels. “A CS is a conduit between the Board and the management and is privy to just about everything that is happening in the company. Thus a CS needs to keep his eyes and ears open and pick up any opportunities in the allied fields that could be available” he says.

The new Act has certainly elevated the position of the Company Secretary as he is now termed as Key Managerial Personnel along with the Chief Executive Officer and the

Chief Financial Officer. The functions of the Company Secretary have for the first time been defined in the Act. The Company Secretary’s appointment and remuneration are now to be approved by the Board of Directors. All this will go a long way in getting recognition for the Secretarial profession, feels Ajay.

Says he, “We have been given both respect and responsibility. Now it is up to us to showcase our skill sets. The domain is open; it is up to us to communicate.”

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Niti Arya, CS, DHFL: Company Secretary should not be limited by dictates of the profession

— By Dipta Joshi | Apr 24, 2015 12:33 am 

Niti Arya, Company Secretary, Dewan Housing Finance Corporation Limited (DHFL) believes, the current business environment requires tackling the intricacies of the law with a fresh approach. Thus the role played by the Company Secretary is critical to the smooth functioning of the corporate entity. Speaking to Dipta Joshi, she shares the strategies of a successful Company Secretary.

Niti Arya believes in the maxim, ‘Don’t try to do different things, do things differently’. As the Company Secretary of housing finance company, Dewan Housing Finance Corporation Limited (DHFL), she believes, a professional can add value to his or her organisation by being the differentiating factor.

“One needs to stretch beyond the boundaries of one’s comfort zone. I have always tried to make a difference in each of the tasks assigned to me and have often found the solutions by thinking out of the box,” says Niti.

Niti chose the Secretarial field because it offered a “respectable position in the organisation”. Formulating company policies within the framework of statutory norms has helped her gain a wider perspective on the business aspects. “Being a Company Secretary (CS) has enabled me to be updated with the developments in the corporate world and exercise managerial judgment in terms of interpretation of statutes,” she adds.

Niti’s foray into the field began 12 years back. Associated with corporate houses like the Moser Bear Group, Onida and the Deutsche Postbank Home Finance Limited, she was involved in handling many verticals. Over the years, she gained exposure in both Secretarial and legal functions besides dealing with national and international teams. She has always endeavoured to contribute to the business by being involved in all its aspects instead of limiting herself to the dictates of her profession.

Niti’s association with DHFL, dates three years back. A listed entity in the housing finance segment, DHFL competes with banks and Non-Banking Finance Companies (NBFC’s) and is a leader in the Lower Middle Income (LMI) segment. Talking about the company’s growth trajectory, Niti says, “In one year alone, we have successfully completed three major projects involving a Qualified Institutional Placement (QIP) and joint ventures in the field of insurance and mutual funds. The experience gained in these past three years has been tremendous. In any other company, it would have taken me another five years to have gained the same experience.”

Niti quite enjoys the heady pace at work even if it means, she has little personal time. “What I lose by way of personal time, is made up through the appreciation shown by the company. For three consecutive years, I was recognised and rewarded by the company,” she reveals.

Niti’s journey as a Company Secretary has been full of surprises given the huge change in the role a CS plays. A Company Secretary’s role has moved much beyond fulfilling the basic statutory requirements for the company.

The responsibility for developing and implementing processes to promote and sustain good corporate governance now falls largely within the remit of the company secretary. Besides, with the recent upheavals in the corporate world having shaken the confidence of shareholders, there is a greater demand on organisations to display corporate credibility and transparency. There is also a need to retain the confidence of various stakeholders. Since, the top management is too busy managing the general working of an organisation, the challenge is shouldered by Company Secretaries.

The paradigm change in the philosophy of the new Companies Act, 2013 versus the old one has also led to a churning in the industry’s working model. The new Act focuses on self-disclosures and self-governance. Any defaults on disclosures now attract higher penalties. While Niti appreciates the new Act for its bold vision of self governance, she is aware that many of the changes ushered face practical difficulties and need to be improved upon.

For instance, according to the new provisions, all companies are mandated to follow the April to March financial year and present their consolidated statements for the same. Consequently, the financial reporting dates of all the subsidiary, associates and joint ventures companies must also be aligned to the April-March format. However Niti feels, following this provision is easier said than done. “While a parent company has unilateral control over its subsidiary, it might not be easy to get an associate company or a joint venture partner (especially a foreign entity) to align to the system unless the parent company has a significant stake in it,” says she.

According to Niti, even the legislation asking unlisted companies (falling under the prescribed criteria) to have at least two of their board members as independent directors is impractical. Given the huge responsibilities independent directors hold, not many individuals are willing to take up the offer. And even when they are, they prefer joining listed companies instead of unlisted companies. Listed companies follow a certain governance standards and have better disclosure norms than unlisted companies.

Niti also wants a change in the provision asking Auditors to report frauds to the Central Government. “The current definition of ‘Fraud’ is too vast and covers even suspected frauds. There should be a provision for the Audit committee or the management to verify the complaint or a fraud before crying wolf,” says she.

The current business environment needs companies to tackle the intricacies of the new Act with a fresh approach. It also means the CS is now accountable both within the organisation as also outside it. Thus his role is critical to the smooth functioning of the corporate entity.

In terms of a career in the CS field, the job profile provides exciting career prospects coupled with innumerable challenging situations. Industry pundits are expecting the demand for skilled Company Secretaries to keep growing. However there are no shortcuts to success, warns Niti. Her mantra for the young ones stepping into the field is simple, “Work hard and give 200 percent to the task at hand. The other things will automatically fall in place.”

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