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October,2019

Hi Folks

Eat good. Feel good. Let me add…Look good. Looking good is a direct function of both what we eat and how we feel. Body and mind at play which reflects on the face. As they say “You are what you eat”. It is a simple, yet profound statement but so very true – our physical growth, mental progress, sleep, health, thoughts, actions, communication, social behaviour and more – a lot depends on what we eat and how it manifests. Therefore, adopt the mantra “I cannot control everything in my life, but I can control what I put in my body.”

As a cancer survivor, I knew I had to make some important changes in my diet and sleep but had kept postponing for years – may be not prioritising well enough, may be not finding the right advice or sheer laziness. A few months back, fortunately I found a good nutritionist who has inculcated the right discipline about food – when to eat, how to eat (true we don’t know the basics of how to eat !), why to eat, how much to eat, what to eat, what not to eat, how to fast, why to fast and more importantly how to balance food along with a good amount of exercise, adequate sunshine (which we urbanites are so deprived of) and sufficient sleep. Strange that we take all this for granted and invite all sorts of illnesses to our body, becoming slaves to medicines. Sadly for many, medicine becomes food, rather than food becoming medicine. As part of Fit India Movement, can we also adopt “Eat right” mantra ? I subscribe to the view that it is not ok to eat junk just because you go and burn it out in a gym or any physical exercise. After my new diet plan, I also subscribe to the view that diet doesn’t mean depriving yourself of good food, tasty cuisines, parties and travel. It means a lot of self-discipline, making the right choices, saying no consciously and becoming self-aware of your body and mind. Needless to say there is a trade off but if it ensures healthy living, why not ?

During Dussehra, there was an interesting message from the Ministry of Health depicting the burning of 3 effigies (high salt, fat & sugar) with a message “Eat Right India – Lets eliminate high salt, fat & sugar from our diet”. While the creative was brilliant, is the Government really serious about helping us eliminate ? Not really says my good friend who is an advisor to the Ministry of Health. Rubbishing it as an expensive PR exercise, she said when she tweeted as to why then do KFCs and McDonalds exist, she got a private reply saying “Madum, if these outlets are shut down, economy will go down” ! Shocking attitude. If Fit India is a call given by none other than the Prime Minister of the country, if Eat Right India is the headline message of the Ministry of Health, it is time Right Food gets the attention it deserves from the Government through its economic policies. Well, till it does, you and I can start controlling what we put into our body – food or medicine !! Make the right choice this festive season. Have sustainable diet plans so that your goals are achieved.

Adequate sleep is so essential for a healthy body and mind apart from right food. How I wish our work patterns permit this ! More on this on some other day since this is a topic that I strongly feel about. I feel guilty of expecting colleagues to stretch themselves at the cost of sleep because certain irresponsible clients do not share documents in time and our MCA portal plays the villain.

September, 2019

Hi Folks

A few weeks back I got a frantic call from one of my friends, Krish. When I didn’t reply, he messaged me “Crisis. Please call back”. Was it a medical emergency ? Was it a financial crisis ? Was it a relationship issue ? Was it a business setback ? The brief but startling message distracted me from the workshop I was in. One of my colleagues was explaining how to incorporate a company, what are the compliances and what are the consequences of violations to a bunch of fresh engineering graduates at a leading incubator, who were to begin their journey as entrepreneurs. Here I was, wondering how are these young things going to manage the compliance-chakkar which is increasing by the day ? How long will these businesses last ? Not that I doubted their capability but the sheer amount of compliances under the various law is quite overwhelming to say the least, to a 20+ year old who has never worked in a corporate before. How many cofounders will drop out to take up a corporate job or pursue further education ? How many will part ways due to differences ? How many will take compliances seriously ? What if the burden falls only on the ones left behind in the company ? Of course the purpose of the workshop was not to intimidate the young entrepreneurs but to sensitise and alert them about the pitfalls of not paying attention to compliances. I shook myself from these thoughts and gave them a friendly advice to choose a good professional within their budget and set up a process of 2 way communication.

Soon after, there was a 2nd reminder about the ‘crisis’. I stepped out and called my friend Krish. He sounded anxious and impatient. All that he could say was “Sharada, one of my friends is in deep trouble. Some trouble with his business. Please help him out immediately”. The agitated friend Kumar came on line and pleaded “Madam, somebody told me that my company is going to be struck off. I don’t know what it means but I fear Government is shutting down my business. I have employees to pay. Customers to serve and family to take care. I have not done any mistake or fraud. Can you please stop this closure ?” While at the workshop, I was extolling the advantages of having a company and also alerting them of the pitfalls, here I was, listening to a desperate cry for help from an entrepreneur to save his company. Truly, an existential crisis ! Though Kumar claimed that he had filed all the returns with the Registrar of Companies, I knew some gaps must be there and hence he must have got a ‘Strike-off Notice” from ROC. I didn’t assure him any relief but I said I will check and revert. Needless to say, contrary to his claims of 100% filings, his company had failed to file the Audited Accounts and Annual Return (mandatory annual filings) with the ROC since incorporation i.e. 2013. Consequently in line with the Governments’ consistent action against errant companies, his company was listed as “Under strike-off”. He had received a notice a few months back and on the advise of someone had sent some non-committal reply. And he had completely forgotten about it. When we enquired with the ROC, they said they had provided enough opportunities to make good the lapse and now it was a matter of few days before the company would be legally struck off, meaning it would be ‘dead’. No business can be carried on after that, unless it is legally revived. This was not a shell company but a hale and hearty, thriving one with consistent turnover, stocks, employees, customers, vendors and orders. And here was the sword dangling on Kumar’s neck….he was likely to lose them all in one stroke of the ROC. How unfortunate !

Normally I do not sympathise with promoters who do not even complete their basic responsibility of atleast filing the annual accounts. But with Kumar it was a bizzare story of how an unqualified professional, claiming to be a Company Secretary had duped him. Kumar travelled 40kms on his 2 wheeler braving the Bangalore traffic to come to my office with whatever files he had. He explained in detail how he did approach Sankar, a ‘professional’ in his neighbourhood to help him with his accounts, audit and ROC filings. Having known Sankar for years, he trusted him completely when he said “Don’t worry saar, I will take care of everything. Just focus on your business”. Initially I was sceptical about all that Kumar was saying since it is easy to blame a professional for your own lapses. But when I heard the entire story of how Sankar had mishandled the compliance affairs, how he had got moneys transferred to his account from time to time but failed to file with ROC, how he had used different auditors to get the audit done, with Kumar not even being aware of who his company auditor was and how he had finally abandoned the city after duping Kumar and several others, I was shocked. How can a Company Secretary do this ? Why would he do this if he were a professional actually ? As I heard more and more about Sankar, I was convinced he was not a member of our Institute at all. My fears were proved right when I checked ICSI Member directory and didn’t find his name or registration number. Obviously he had fooled Kumar into believing that he was a CS and that he would take care of everything. Little did Kumar know that a CS is a professional registered with a professional body to which he is accountable. He didn’t know what filing with ROC meant, what proofs he could expect, how to verify if the filing was actually done or not. You may wonder if a company director would be so ignorant and gullible. May be. May be not. But Sankar had taken him for a royal ride and swallowed large chunks of money on the pretext of professional fee and filing fee over the years, without filing any documents. And 6 years later, Kumar was facing the heat from ROC. He was on the brink of losing his company.

Well, we worked round the clock to help him complete the filings and rescue him from the death-bed of ‘strike-off’ but the filing fee alone came to a whopping 4.5 lac, considering the normal fee, additional fee and per day fee. Kumar had to struggle to gather this kind of an amount which he paid us in instalments for completing the filing. Why am I sharing this long story ? Because all of us need to follow the doctrine of “Trust but Verify” even in case of a ‘so-called professional’. Sad but true. In this context, I believe UDIN (Unique Document Identification Number) introduced by all the 3 professional bodies – ICAI, ICSI & ICAI (Cost Accountnats) – for certifications and authentications done by a Chartered Accountant, Company Secretary & Cost Accountant in practice is very, very relevant and timely. There can be no back-dating, no duplication, no professional signing as a practitioner and at the same time working in some corporate, no faking of documents etc. It is true that all these unholy acts are being done by qualified professionals. What to talk of unqualified crooks like Sankar ? UDIN has been made compulsory by ICAI since 1st July, 2019 while the other 2 bodies have made it mandatory from 1st October, 2019. This is a welcome use of technology for improving governance, transparency and accountability. Hopefully the stakeholders at large will begin to trust us more. Sankars will not thrive and Kumars will become alert !

September,2019

Hi Folks

“Don’t harass the honest. Don’t spare the dishonest.” This is prominently displayed in the Regional Director, Hyderabad’s office (Ministry of Corporate Affairs). Honestly, I wish this is being implemented in reality. As a professional, I agree we are not to criticise the stringent laws being put in place. Rather our responsibility is to be the conscience keepers of corporates and guide them on the right side of law, failing which they land up paying a heavy price. But more often than not, I do find small enterprises with first time entrepreneurs being either completely ignorant of the law (which I am aware is not excusable !) or ignoring our advice (but at what cost !). In the interest of ‘conserving the resources’ – read working on shoe-string budget or being boot-strapped with hardly any budget for finance and compliance functions, they land up paying eye-popping penalties along with a heavy professional fee.

This said, of late new companies that are struggling to find their feet are being slapped with adjudication notices. What is the crime ?

Not using the words “Registered Office” on the letter head – the registered office address was correctly mentioned in one case but the words “Registered Office” were missing ! The likely damage about Rs. 3 lacs !

Not filing INC20A, a form to indicate completion of all steps for Commencement of Business by a company – in one case, the young entrepreneurs had infused the initial share capital within time but had missed communicating the same to the ROC via filing the form within 180 days. Penalty Rs. 50k to 1 lac per Director & Company !

Not informing to the ROC within 30 days about shifting of Registered Office within a city – Penalty of upto 1 lac per Director & Company !
While I do not dispute the powers of the ROC in sending adjudication notices in above cases, the question is are these such serious crimes that deserve severe punishments which almost make fledgling businesses go bust even before starting ? Agreed that unscrupulous promoters bend the laws and create shell companies to launder money and finance illegal transactions but can there be some mechanism where honest entrepreneurs who have genuinely ‘missed out’ certain compliances be treated less harshly ? In the current circumstances, even if the situation is explained, ROC’s hands are tied by law, once he gives a notice for adjudication. What I am stating here is not imaginary. It is just a microcosm of the multitude of cases shared with me by some of my professional colleagues. On the other hand, several dishonest large corporates continue to commit serious crimes that are not detected even by Big Auditors and Regulators. They don’t deserve to be spared but the small ones must not be ‘harassed’. While penalties must deter offenders they must not be so severe that they deter businessmen from starting up as a company – they must only deter them from committing such offences in future. Else, this regime is surely going to be the death-knell of small enterprises which are already reeling under economic stress. Their flood of woes seems to be on the rise.999

August, 2019

Hi Folks

Wondering if I got the words wrong ? Should it read ‘Déjà vu’? I felt the same when I first heard someone talking at length about ‘Vuja de’. In any case I was glad I learnt a new term – Vuja de meaning “a fresh perspective to a familiar issue, problem, situation, event, everyday things as if you were seeing it for the first time”. I guess a child has a vuja de moment several times in a day. Makes life interesting for him and difficult for the parent, what with his constant questions of curiosity. Sadly with age we lose these vuja de moments, these fresh perspectives to life, making it monotonous and dull. But if an entrepreneur adopts the vuja de approach, he can find solutions to everyday problems. This is how startups are born !

It was no coincidence that the morning I first heard Vuja de, I also anchored a talk on “Neuroscience of Cancer & Immortality” by a young, dynamic Yogic Neurosurgeon – Dr. Mayur Kaku. He didn’t use the word Vuja de but his entire talk itself was ‘Vuja de’, bringing fresh perspectives about how earth came to life, how life came to earth billions of years ago, the origin of life cell, the birth of life which is consciousness from chaos, volcanic eruptions, tsunami, earthquakes, how life begets life, sun as the fuel of life and finally cancer cell – how it desires to be immortal, how it spreads recklessly and a cancer warrior’s Vuja de moment when he / she counts the dreaded cancer as a blessing because it helps analyse life better i.e. consciousness better. It was rather strange to hear the doctor say “Cancer is a cell which defies its regular function and wants IMMORTALITY, jeopardising the host! IMMORTALITY is what all of us dream of, but NOT a cancer cell with immortal behaviour!!”. But let’s accept. This is the truth. The reality that corrupt cancer cells spread fast and furious and we need to fight it through good cells, good lifestyle, a healthy body, a positive mind. More importantly adapt new practices for a new life. Yes, this was the déjà vu moment for me because as a cancer warrior, I felt I am privileged to experience consciousness, to look at life differently, value and live life better and help others live better too ! There are many other perspectives about life, yoga and science that the young medico revealed to us but it suffices to know a Vuja de moment, a Vuja de approach to life makes it more meaningful and fulfilling.

August, 2019

Hi Folks

Since times immemorial, stories have been the best form of communication. Even today. Even with fb and whatsapp. The medium is different but stories well told have always worked. Whether grandma’s bedtime stories or stories from our epics or panchatantra or jataka tales or aesop’s fables or from our freedom struggle, stories continue to inspire and entertain. We have seen how corporate communication has also embraced story telling as a powerful medium to connect with employees, vendors, customers, society and the world at large.

Despite knowing that facts tell, stories sell, I was pleasantly surprised to read the following story in the most unexpected place …….guess where…..?? Insolvency and Bankruptcy Board of India (Continuing Professional Education for Insolvency Professionals) Guidelines, 2019 (we have carried this in the IBC section below). I couldn’t believe a regulator has actually used a story to drive home the point about continuing education :

“There was a woodcutter who had been cutting wood for years. But he never got a raise. Others who joined after to him were getting raises every year even though some of them took rest in between, and some others took off for weeks. He met his boss with resentment. The boss replied: “You are cutting the same number of trees today you were cutting five years ago. How can we give a raise?” The woodcutter went back, worked harder, put in longer hours, but not much improvement. He consulted his colleagues and learnt that they took five minutes break each time after cutting a tree. Still they cut more trees. How? They use those five minutes to sharpen the axe. Some of them use tools sharper than axe. The woodcutter realised his folly that he had never sharpened his axe for years, nor tried to use sharper tools. He sharpened the axe and the productivity improved; he got a raise. He learnt to use mechanised tools and productivity improved further. He got further raise.”

What a way to highlight that “An IP needs to continuously upgrade himself through CPE (Continuing Professional Education) to remain relevant and provide value added services. He needs to attend today’s work with today’s technology.” It is true for all of us, whether fresh or experienced, whether through stories or other means. For the so-called seniors, the sharpening includes removing the rust first – unlearning and then relearning without comparing the old. This is the toughest part when old memories refuse to die !

Continued learning has nothing to do with age. Deirdre Larkin from Johannesburg took up running only at 78 and at 86 is the fastest half-marathoner in her age category, with more than 500 medals to her credit. My uncle who passed away at 98 (about whom I have written several times earlier) continued to read about nuclear energy with interest and even wrote a research paper at 96. A super-senior citizen with whom I work very closely is a labour law expert and even today is enthusiastically analysing the new Code on Wages Bill at 75+. How can I not mention about another 75 year young cancer survivor in my group who is staging a play next week along with other young crew members in their 60s & 70s ?☺ Message is – continue to sharpen your axe – if required, use new tools too.

June,2019

The persistent urge to respond to calls and office emails throughout the day, and even on weekends and holidays is causing stress, burnouts and sleeplessness in lakhs of urban working Indians,” writes Member of Parliament, Supriya Sule. “It is our right to lead happy, stress-free lives,” she adds. She has even introduced a Bill in Parliament to make the #RightToDisconnect a reality for every working Indian.

IS MCA LISTENING !!??

Well, you may wonder who is this MCA and what has it got to do with Right to Disconnect. Why am I singling out MCA this time ? MCA a la Ministry of Corporate Affairs is the ministry regulating corporates in India through the Companies Act, LLP Act and other legislations. While the Hon’ble MP quoted above feels employers are over-working employees beyond the normal 8-9 hours, what can we do when we are faced with dysfunctional web portals like www.mca.gov.in that keep hanging frequently, switch off completely on the crucial last day of some important filing and surprisingly spring back into mid-night action, forcing lakhs of professionals to stretch way into midnight or wake up very early in the morning to upload an e-form ?? What prescribed working hours are we talking here ?

The latest experience was the filing of e-form DPT3 (not worth explaining the purpose since the MCA is bombarding corporates and professionals with forms, deadlines, additional fee & penalties way too frequently) for which the last date was 29th June, 2019. Since the time the form was introduced it has been confusion galore – with the drafting, with the interpretation on webinars, with so-called clarifications, with forms throwing up technical challenges, with conflicting views from different Registrars and what not. So much so that my whatsapp was flooded with messages from professionals venting their ire on the inefficiency of the portal and our own helplessness, torn as we are between uncooperative clients that give information late and dysfunctional MCA portal with no updates and no one to turn to. Thousands of manhours were lost and company secretaries were reduced to filing clerks praying earnestly for the ‘Almighty MCA portal’ to open its eyes and give us ‘darshan’. What hurt us more was that the same portal that froze on the last date for more than 24 hours, magically de-froze in the wee hours next day, promptly slapping additional fee on every form that was accepted. Revenue for the Government for the failure of its technology service provider ! Loss of faith for the corporates and professionals ! The frustration was so much that, otherwise seasoned and patient professional friends started calling this a ‘cancer that can be treated only with chemotherapy’. Unfortunately this is not the first time. Since the last 5-6 years, this is the plight with no signs of improvement.

As a cancer survivor, I can tell you bottled up stress is one of the reasons for cancer cells to grow. Therefore I encourage all the stressed out employers and employees to do whatever it takes to de-stress. Needless to say proper planning and prior communication to clients is a must – Is MCA listening ? Their officials need a lesson or two in drafting, planning, communication & technology readiness !!. On a lighter note, I am sure Company Secretaries participated in the International Yoga Day on 21st June and continued various “innovative postures and positions” throughout the next 10 days to make sure the MCA portal works. At least in my office they sat for hours, meditating with eyes wide open, without a blink, hoping to catch that elusive moment when the portal would function. They even sat in the same uncomfortable positions and used the same lucky laptop, missing out even on the loo-breaks, praying that the form will get accepted. But Lord MCA didn’t seem moved

June, 2019

Recently received a beautiful message about Sunflowers. Here it goes….

“Sunflowers turn according to the position of the sun, in other words, they “chase the light.” You might already know this, but there is another fact that you probably do not know! Have you ever wondered what happens on cloudy, rainy days when the sun is completely covered by clouds? This is an interesting question, isn’t it ? Perhaps you think the sunflower withers or turns its head towards the ground. Is this what crossed your mind ? Well, that’s incorrect! This is what happens – *They turn towards each other to share their energy.*

Nature’s perfection is amazing; now let’s apply this reflection to our lives. We all want this light and seek it in different ways: in our family, friends, work and so on. But there are always going to be cloudy days, gloomy days, because there is no escaping them ! When this happens, most people become overwhelmed, low-spirited, and the most vulnerable ones, some-times, become depressed. How about following the example of the beautiful sunflowers ? *Supporting and empowering each other. Nature has so much to teach us.*

Is the above true ? I do not know – there is no scientific evidence to show that the sunflowers face each other to draw energy. But does it take away the underlying powerful message ? No, then lets adopt it !

From a forwarded message to a real eye-witness, let me share some of the lessons from nature learnt from our ‘forest walk’ in Ramakrishna Ashram, Shivanahalli, about 30 kms away from Bangalore. It was a typical beautiful, cool, Bangalore monsoon, Saturday morning with a light sun on our heads, as our group of children and adults keenly listened to the experienced teacher-cum-guide stop by every tree and explain its features, its leaves, its flowers, its roots, its history, its properties etc. :

* The first picture in this banner shows a conjoint tree – it is not. Infact they are 2 separate trees growing together, trying to access sunlight without crossing each others paths. Look how beautifully they co-exist without stunting the growth of the other. The 3rd picture shows how the same trees have branched out at the top only after reaching certain height where there is bright sunlight and ample space to spread. Are we humans accommodative like these trees ? We are forever in a rat race trying our best not only to surge forward but also to ensure that somebody else stays behind !!

* The central picture seems a miracle since on the top of a boulder, out of nowhere, we saw a bright, green bunch of leaves tenderly reaching out to us from the hard rocks. Beneath was some natural soil and rainwater collected in the dent. Thanks to a chemical reaction between the rain water and the limestone in the rock, a small dent in the boulder grows big enough over 10 years to allow germination of seeds. Do we have the patience that nature exercises ? We seems to be on the move always, on the run expecting fast growth. Sometimes we must allow things to settle, things to take its own time – the outcome will be natural, matured and lasting.

* Observed sandalwood trees growing amongst other plantation – it is a semi-parasite which draws water from roots of other trees nearby, explained our guide. But the law of nature is to allow a semi-parasite too in the wild jungle.

* Forest officials insist on planting with certain distance between saplings but in the natural, wild way of growing in a forest, the trees coexist – adjust to grow with lot of trees around. The guide gave this as a beautiful analogy while talking about competition and market share between rivals in business. Trees naturally adopt a ‘Live and let live’ policy. All grow together in an accommodative way. Does it remind us of the joint family setting we had in India way back then, when there was ‘shared living’ unlike ‘shared accommodation’ today ?

It was a 1 hour trek but we got lessons for a lifetime – simple lessons that we humans seemed to have forgotten. Oh what a way to have spent a weekend amidst nature and the village children who were learning botany hands-on, in the lap of nature, touching, feeling and hearing – a complete sensory experience that is truly enviable !

It wasn’t planned that way but we did celebrate World Environment Day (5th June) close to Mother Nature.

May, 2019

“If you hear a voice within you say you cannot paint, then by all means paint and that voice will be silenced” said the maverick painter Vincent Van Gogh. As we grow older, the negative voice within us seems to grow louder, constantly telling us “Don’t do this. You cannot do this. You will fail. You think you can ? why do you want to take the trouble ? why risk it ? What if………..etc.etc.” As a child, thankfully we don’t hear any inner voice. We are filled with curious questions, amazing ideas, beautiful dreams, inexplicable enthusiasm and a carefree attitude that helps us discover the world around us. More often than not, Education and Experience kill all of this, transforming us into so-called ‘informed responsible adults’ ! Unfortunate I would say, that we grow up losing such precious attributes.

Recently during a vacation to Nainital, a picturesque hill-station in North India, I experienced this ‘adult-attitude’ from most tourists. Most of the grown ups were reluctant to risk exploring the dark Eco-caves where one had to climb up and down rugged rocks and crawl like animals through narrow, dimly lit passages. It was adventurous and fun but only if one dared to enter. Surprisingly there were 3 categories of people eager to get in – children, youth and senior citizens. The middle-aged, able-bodied aunties and uncles were most reluctant. It was fun to watch children hop-skipping on the boulders and pleading with their parents to explore further, while the parents were visibly tired and cautioning the children not to hurt themselves. Most of them were content clicking away pictures and posting it to the world to see that Nainital is ticked as done, in their bucket list. While the carefree youth enjoyed the most, trying to wriggle in and out of every single cave, interestingly senior citizens who were strong enough did the same. Their attitude was ‘Ab nahi tho, kab’ (if not now, then when?) I saw the child in them – curious and carefree without a damn to the world, as if there was no tomorrow.

Similar attitude of most tourists baffled me as I completed the trek to the excellently designed and well-maintained, G B Pant High Altitude Zoo at Nainital, which houses several rare, endangered animals and birds at a height of 2100 mtrs. The climb is steep but worth it. Sadly I found most people sitting at the entrance, staring at the winding roads, asking each of us “Upar kya hai (What is up there?) Is it worth climbing ? Are there enough animals or just a few ? Is the Tiger awake ? Is the Peacock dancing ?” As if the Tiger exists only to pose for their photographs ! As if the Peacock displays its plumage only to entertain them ! I wondered how will they know what is in, without going up ? Seeing so many of them not even attempting to start the journey or giving up half-way, we had to motivate them saying ‘Just Go Up & See. It is worth it’. Here too, the same story played out – children excitedly spotting animals and most of the adults convincing them to turn back instead of reaching the top of the zoo. It was intriguing to watch this spectacle and reflect on the human mind which wants more and more comfort as we grow older. Less and less efforts. The lack of enthusiasm to find, to discover, to see. The fear of falling, the fear of failing. The lack of motivation to appreciate.

May, 2019

Hi Folks

Who can forget these evergreen, powerful dialogues from the 1975 Bollywood blockbuster film Deewar ?

Vijay (played by Amitabh Bachchan) : “Aaj mere paas paisa hai, bangla hai, gaadi hai, naukar hai, bank balance hai, aur tumare paas kya hai ?”

(“Today I have money, bungalow, car, servants & bank balance….and what do you have ?”)

Ravi (played by Shashi Kapoor) : “Mere paas Maa hai !” (“I have mother with me”).

The mother dialogue stole the thunder. It made the actor immortal. The movie an all-time hit. These few words said it all back then. Say it even today. Whether in the film world or history or mythology or the present day tech-driven world, Maa or Mother (in whatever form) shall remain the most loved, respected, revered and immortal figure in our lives. Across countries. Spanning cultures. Encompassing languages.

Mother’s Day just went by. Bombarded by Happy Mother’s Day messages and wishes from all and sundry. Like any other ‘Day’ it has got as commercial as it can with cards, gifts, events, social media posts and what not. Even my driver, shyly offered a single rose to me through my son – reminding me that 12th May, Sunday is ‘My Day’. How blessed should I feel ☺

In my view mother is not a noun. Not a gender. Mother represents certain attributes, qualities and emotions that can be displayed by both a man and a woman. While from friends to family to strangers, almost everyone chooses to pay tribute to this wonderful being called ‘Mother’, the best and most touching one came to me a few months back from one of my senior readers about his wife, as below :

“Thanks to my wife, she keeps my morale boosted from time to time, from morn till night. I am not exaggerating. At this ripe age I realise how important my friend turned my wife / turned my children’s mother / turned my grandchildren’s grandmother / turned my daughter-in-law’s mother-in-law is. She continues to keep all these dependants in good health, happy frame of mind and develops in them the importance of love and affection.

Oh, My God! But for my being elder than her, I would have fallen flat on her feet and sought her blessings. In expressing these thoughts of mine, I am not just praising my wife. I can imagine in every household there is one such lady. Thus the mankind praises all the Ammas.” Salutations to the Amma in each one of us.

April, 2019

The Year was 2012. Dr. Atreya, promoter of a health-care enterprise which was in the product-POC stage would always barge into our office with a smile on his face and a compact, loaded leather bag in his hand. The bag contained his entire office – all share certificates, meeting notices, minutes, visiting cards, common seal, rubber stamps, stapler, clips, pens, pencils, notepads, photographs, DSCs, his laptop etc. etc. He would be always prepared – to ‘rubber stamp’ any document with the quintessential blue or black ink and sign on it. After signing umpteen number of documents he would joke “If required, I can stamp the director seal on my forehead too. Have a broad one.” ☺ While he had his apartment for his registered office, he was always on the move, meeting people. His work never required him to work out of a fixed place. Each time we quizzed him where his office was, he would make a grand statement “The broken bench in Cubbon Park (a huge green space in the heart of Bangalore) under the huge banyan tree where I meet all my prospective employees and investors. No fan, no electricity, no furniture required. Open air, open thoughts, open discussions.” We would all laugh imagining the broken-bench. More so the affable way in which Dr. Atreya would put it.

Cut to 2019. Government is having the last laugh now. How will one satisfy the ACTIVE form filing requirement if one were to operate from his apartment or Cubbon Park ? Technology has given us the freedom of working from garages, dining rooms, bedrooms, kitchen tops, cafes, cars, buses, airplanes, coworking spaces – literally anywhere on planet Earth. Having a brick and mortar office is an option until certain scales are reached. Or so all the entrepreneurs thought. Starting on shoe-string budget with work-from-your-own-space concept, physical office was not a requirement except for registering purposes. Not any more with the introduction of filing INC22A (A.C.T.I.V.E) by every company registered with the Ministry of Corporate Affairs. This calls for the director to take a photograph of himself sitting inside the registered office, another photo outside the office building indicating the latitude and longitude and filing it online on the MCA portal using the services of a professional. Well, the purpose of the Government obviously is to target shell companies and scam promoters who register companies for dubious purposes and hence do not require physical offices. All of you are aware of how a single address serves as registered office for hundreds of companies. But then the model of shared office spaces, co-working spaces, business centres etc. in which startups like Dr. Atreya’s thrive throws up issues in complying with the government diktat.

Whatever may be the intention of the Government and however ridiculous the whole exercise may seem, do we have a choice ? The directive must be complied with both in letter and spirit. While there are genuine compliance difficulties, it is unfortunate that many companies are trying to find work-around using technology (read photoshopping of building and director photos) or appointing ‘temp-directors’ only for this purpose. Worse still, despite being in responsible positions, they expect Company Secretaries who are supposed to be ‘Chowkidars (sentinels) of Corporate Governance’ to help them find ‘other ways’ to comply. Agreed that as professionals we need to have a ‘solution-oriented approach’ but definitely not when it is a straight-jacketed matter such as filing a form that verifies the existence of a physical registered office of a legal entity and its director in ‘flesh and blood’. Any deviation is going to cost both the director and the Company Secretary heavily. No wonder our Institute of Company Secretaries of India (ICSI) has issued an Advisory to thwart such deviations, asking us to play our ‘Chowkidar’ roles in letter and spirit. Government trusts us. Public trusts us. Corporates trust us. Our mantra should be “Don’t break the Trust.” !!

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.

November, 2018

Hi Folks

200 is just another number. By itself it doesn’t signify anything. However, try adding ‘years’, ‘times’, ‘runs’, ‘people’ to it. It gains in stature. It reflects maturity. It shows consistency. It stands for tenacity. It embodies support. Of course suffix the humble but mighty ‘0’ (zero) to it in multiples and prefix a currency – it suddenly elevates to a new high and becomes valuable.
So also our Samhita. What started as Lexspeak way back in November, 2009 has now metamorphed into Samhita and we are proud to present to you the landmark 200th issue. Back then when my practice had just started, we had little to do and a lot of time on hand. We had to find a way to fill the time meaningfully. To keep ourselves updated and also share the knowledge with a wider audience, we started publishing this newsletter. Today the practice has grown, we have much to do and very little time on hand. But I am glad we are continuing the fortnightly initiative as part of the practice pushing our boundaries. The journey has taught us lot of lessons in team work, scanning, mining, distilling & presenting complex information, effective communication, creative thinking, imagination, planning, execution, coordination with external agencies et al with an eye for quality and consistency. On a lighter note, who said “Consistency is the hallmark of the unimaginative” ?☺

Over the last 9 years, I am sure these lessons in leadership & organisation have positively impacted those team members who have been involved in Samhita one way or the other. These according to me are far more than an academic degree or skill set in making a true blue professional. I thank each one of them for the unstinted support they have offered through trying personal and professional schedules. I would also like to thank CA Naveen Bhat (for promptly confirming the Statutory Calendar month after month) and CA Krishnamurthy (for religiously sharing the tax summary since the advent of GST) as also Avohi, our technology partner over the years for design and delivery of Samhita on time, every time. And of course you, dear discerning readers deserve an applause for sparing time to read our thoughts & facts amidst busy schedules and flood of similar unsolicited newsletters. Your consistently encouraging and appreciative feedback to this humble release has kept the spirits up. We have promptly captured them as Readers’ Speak

Even as I was wondering how to make this milestone issue special, one of our readers and my good friend Guruprasad wrote to me asking if he can contribute an article on a contemporary topic that is transforming all our lives. I said why not. You will find the 1st part of this article “Block Chain Technology & Governance” in this 200th issue. Even as I contemplated how to share some new knowledge initiative on a long term basis, CAMP (Centre for Advanced Mediation Practices) came along and offered to contribute a series of awareness articles on Mediation as an alternative and cost-effective dispute resolution mechanism. Through the next few issues, you will be introduced to the World of Mediation, its techniques, application & benefits – all strung together in a lucid, easy to understand manner, written by Mediation practitioners.

Thanks are due to many, many people but honestly a BIG THANKS to MCA for the constant news feed – of course I am referring to the innumerable notifications, circulars, notices, rules & amendments being dished out by them on Companies Act. IBC, GST & FEMA follow as poor cousins – thankfully for us ☺ This 200th issue of Samhita carries the Companies Act Ordinance effective from 2nd November, 2018. It pays to ready carefully since most of the offences that were compoundable through fines have turned into non-compoundable penalties. Be prepared for more notices from ROC for violations and payment of penalty on adjudication.

Looking back and looking ahead, as we step into the 10th year of Samhita and ready ourselves for the next innings of yet another 100 issues, I would like to share what Mahatria Ra (a well-known motivational speaker & spiritual guru) said in one of his Infinitheism sessions a few months back :

“Bad habits grow by themselves – like Weeds. Good habits have to be cultivated – like Seeds.”

Together let us sow and cultivate the seeds of sharing knowledge and disperse it around – like Mother Earth does.

October, 2018

Yesterday one of my good friends who is a highly qualified finance and governance professional with many degrees to his credit including fraud detection, proudly shared his pictures addressing at the ‘Vigilance Awareness Week’ of a well-known PSU. Today a half-page advertisement in the newspaper by the Tax Department stared at me “Erase Corruption – Build a New India”. This was urging us to take a pledge as part of the Vigilance Awareness Week. Not a fixed day but an entire week to promote integrity and eradicate corruption. While I do not want to belittle the efforts towards this, the question is – does a day or week or event or drive really serve the purpose ? At best it is a symbolic reminder of something that should be our second nature but has unfortunately vanished completely from our lives. No wonder there are frauds and scams galore across businesses, families, countries, companies, not-for-profit organisations, governments and even the so-called vigilance-sentinels !

As serendipity would have it, last week I was to deliver a talk in praise of someone as part of my project at our public speaking club. The person I chose was my late mother who has instilled a lot of good values in me. This is what I said, little knowing that it is a precursor to the Vigilance Awareness Week :

“Ethics and Integrity” are an integral part of my personal and professional life. Recently I read about N Chandrasekaran, Tata Sons Chairman saying how moral values taught to us in our early life shape our future. Very true. Our childhood was spent in a small rented house for 25 long years. The compound was large with a beautiful garden and several flowering plants. My mom had made it clear to us in no uncertain terms “you are not touching a single plant nor plucking a single rose without the owner’s permission. That which is not yours will never be yours. It is wrong even if you desire for it since it doesn’t belong to you.” She told us such stuff so many times over and over again, that integrity has become my second nature. So much so that when I had to coin a tagline for my firm, I said “Enable. Empower. Ethically”. A small seed sowed back then by my mother has grown such deep roots within me. Sometimes when I talk to my children, I realise the legacy lives in them.

Friends, if you have to bequeath something to your children, bequeath good values and strong sense of purpose in life. You will leave behind a better world for the future generations !”

As I leave you to delve into your childhood, I am sure you will find many such intangible assets that have been bequeathed to you. Delve deep. Dig them out. Shape your lives better.

October, 2018

It is festive time. As we celebrate Navarathri or Dasara, signifying the victory of good over evil, celebrations also have moved over from socialising, dancing, poojas, eating and making merry together as a community to splurging on materialistic things on the Big Billion Day Sales. No more just ‘buy 1 get 2 free’ offers. It is ‘happiness Sale’ or ‘khushiyon ka button dabao i.e. press the button of happiness’ kind of celebrations as some brand jingle blares on the radio or life-size ad cut outs zoom into you from hoardings. Can happiness really be bought ?

As I get a little philosophical, the joy that I derive looking at the colourful rangoli (floral design) drawn by one of my long-time employees as part of the office pooja celebrations is immeasurable and invaluable. I must give it to her that whether it is work or rangoli, she puts in the same kind of meticulousness and diligence into it to produce a ‘work of joy’. No wonder the Samhita team voted for her solo rangoli to occupy the place of pride on the banner, as a tribute to her and to our festive celebrations.

As my thoughts move from materialistic happiness to happiness as a state of mind, I cannot but empathise with those that are afflicted with mental illness who are denied this happiness, this state of a balanced mind which can exercise discretion, which can function normally. While this piece is not about the various kinds of mental illnesses, it is definitely a tribute to those that are battling mental health conditions in ignominy and shadows, fearing the bias and stigma. Well, things are achanging. Acceptance and treatments are improving. It is heartening to note that recently, the IRDA (Insurance Regulatory Development Authority) has directed all insurance companies to include mental illness under insurance policies, at par with physical illness as provided under the Mental Healthcare Act, 2017 which is effective from 29th May, 2018. Now people with mental health conditions can be covered under mediclaim. Carrie Fisher has said “……they should issue medals along with the steady stream of medication to them”. Here’s wishing joy and good health to all these unsung heroes and their families that are fighting an every day battle !

Whether you are hopping from one garbha dance group to another or moving from one house to another admiring the golu / bombe (dolls) displayed or finding solace in group chanting (yes, all this seems to be on the rise !) or unfortunately laden with deadline-bound office work like some of us, do find time to read the regulatory updates of this 198th issue of Samhita. Keeps you updated as always – whether with joyous news or not, I cannot tell☺