2018 December

December, 2018

It is rare that you begin the year and end it doing something you love. For me it was Music. 2018 was very fulfilling in that sense for me. I began the year listening to some soulful music on New Year Day hosted by Nadasurabhi Cultural Association in Koramangala, Bangalore that turned 25 this year. A small voice inside me prompted me to commit a substantial corpus fund towards the music concerts being hosted so beautifully by this organisation over the years. This took the shape of a resolve in me over the months. It was not until September that I could actually arrange for the corpus amount as donation in the memory of my late mother who was a music connoisseur and critic. When I actually accomplished this, I felt immensely happy and contented. I realised it is not enough to come up with some New Year Resolution. It requires internalisation of the resolve to actualise it. Holds true for anything we want to achieve. Else we are wont to find excuses for not doing. At the end of the year again, I had the opportunity to enjoy a few days of December month Madras, Music Sabhas where the musicians (age ranging from mid 20s to mid 90s !) transported us to a different world through mesmerising, musical melodies. This again began as a doubtful resolve but gained strength through the year and I am glad I could do it.

Talking of resolve and actualisation, I can’t hold myself from talking about my young nephew who has been dreaming about going to the US for a Masters right from his school days. So what’s special about him ? So many engineers like him dream of studying abroad and actually do it. He is different because he has a strong resolve, a master motive that no detractor is able to sway. He is crystal clear with his thoughts and set goals in life. He has a clear vision about where he will be 5 years down the line and 20 years hence. Despite losing his father in his final year engineering, he has never given any excuse to achieve. Where is he getting the drive from ? During a casual conversation with him recently, I realised that it was not just the lure of going to the US or earning money. It is his passion for Math and the love for what he is doing – AI and Machine Learning. I think that is the key difference. Do you have the passion in you ? If not, can you find it ? Can you find a higher purpose in what you are doing ? If yes, success and happiness will come to you. Work will no more be stressful. It will bring joy and verve in life. So, the takeaway for me for 2019 is “Go, find your passion !”.

It is exactly this passion that keeps Mr. Vittala Rao, Management Consultant going strong even in his 70s. He has contributed an interesting article on “Compliance Management & Corporate Governance” in this 203rd issue of Samhita. He carries 50+ years of rich, corporate & advisory experience and is still rearing to go, actively involved in labour law matters. I wish my 21 year old nephew as well as the 70+ years Rao much success and happiness in 2019 and beyond. They inspire us to find our passion and enjoy what we do.

December, 2018

This fortnight has been quite tumultuous for people in power and position. Somebody in a powerful position stepped down voluntarily (or so it seemed). A few others enjoying power were routed out by the public. In yet another country a person in power is fighting hard to implement an exit decision that is facing huge resistance from its citizens. You know what these instances are. Elsewhere we have men and women who crave neither for power nor for position, just doing their duty. Not afraid to embrace death, if need be. Away from their families. Oblivious to day and night. Braving harsh weather conditions. With no fixed working hours. Unafraid to face the enemy. These are our armed forces who pay with their lives for our freedom and safety. I dedicate this issue in their honour as India celebrated 7th December as Armed Forces Flag Day, to collect the funds from people all around the country for the wellbeing of the staff of the Indian Armed Forces.

While we have fearless, young men and women guarding our borders, we have experienced ones guarding governance in the interests of stakeholders – Directors of corporates. It is true many of them have looted banks, defrauded investors, cheated employees, robbed the government, defied the courts, schemed and fled. In some cases it is heartening to note that the long arm of law is soon catching up with them. All this is reported, discussed, deciphered, dissected & decried. And rightfully so. However what doesn’t get reported is the plight of the other board members who are unknowingly caught in the ‘fire’ and find themselves facing regulatory wrath by way of notices, tax demands, hearings, investigation, interrogation and sometimes arrest warrants too.

Recently I got SoS calls from 2 chartered accountants seeking help and guidance for their client directors who have unwittingly been trapped as above for their fault of signing up as directors of certain unscrupulous boards. Obviously lack of due diligence on their part about the company and its founders. More importantly being punished for not speaking up and asking the right questions. Merely trusting. These directors are facing non-bailable warrants in respect of non-compliances even when they were not wholetime directors, simply because the actual offenders, the founder directors have fled. Well, there are laws, there are lawyers and there are courts to mete out justice but at what cost to the directors ? Rules were there before also. The difference is today these rules are being enforced and acted upon strictly. Being a board member of a company – even if it is a startup, unlisted private limited company – is not a fancy position at all. It carries huge responsibilities and liabilities which can catch up any time. Sometimes the regulators are wrongly slapping notices even after a director has resigned from the Board, haunting them for years. It is advisable to make sure that the entry and exit from boards are properly documented and the regulator (ROC) is correctly kept informed. Directors Beware !

November, 2018

“Papillon”, starring Steve McQueen, “The Lion King”, Alistair McLean’s “Puppet on a Chain”, “Cliff Hanger” starring Sylvester Stallone, were some of many of the movies I saw in this Cinema. Aah not to forget “Lost in the Desert” where school children used to get concession to watch this movie. And of course some of the morning shows on Sunday after having hot Dosa and Coffee opposite the cinema hall – the then Ranganath Cafe…… Adieu Rex Cinema!!

The above message is a fond obituary by my dear friend of 30 years (a Company Secretary and die-hard Bangalorean) who loves good old Bangalore, its gentle ways & generous people, the abundant greens, the wide roads, the English movies & songs of a bygone era, the no-frills restaurants which served delicious but non-fancy food when the city truly was a Pensioners’ Paradise !! He relives every moment of nostalgia and I wasn’t surprised when I received the above outpouring on a Sunday morning along with a newspaper clip that said “REX in Peace”. It took me down the memory lane as well. We had a good long chat when he recalled how he was thrilled to watch a movie for which he had to turn up several times over weeks at the Rex cinema hall, since it was running house-full. Those were days when there was joy in deprivation. Value in scarcity. Virtue in patience. Happiness in sharing. Pride in preserving………

Not only our city, the entire world has changed, nay transformed completely with celebration of everything new and disruptive. Perhaps that is the way of life. That is the way things are meant to be. That is a reflection of growth. I am not going to dwell deep on this in this 201st issue which is the beginning of yet another Innings of Samhita. I am just reminding myself and you that the regulatory landscape has undergone a sea change too when I look back on the last 9 years and 200 issues. We have kept pace and moved on because we believe “There is miracle in every new beginning.” We look back every now and then but stay focussed on the path ahead.