Boardroom Battles - Corporate Governance in Focus

Slides:

Advertisements

Similar presentations

Private Limited Company

Advertisements

1 Streamlining on circular and listing document requirements Joseph Choi Senior Manager Compliance and Monitoring Department Listing Division, HKEx.

- Ramaswami Kalidas.  (a) To every Listed Company (b) Every Public Company with paid up share capital of Rs. 10 Crore or more (Section 203 read with.

WELCOME O/o CCA, Bihar Telecom Circle.. CAT Patna decision on “Both the officials present have also assured this Tribunal that they have undertaken.

Appointment & Qualifications of Director.  All Private and Public Limited Companies and One Person Companies (OPC)

© COPYRIGHT 2012, LAKSHMIKUMARAN & SRIDHARAN Companies Act 2013: new concepts Copyright 2013 Lakshmikumaran &Sridharan.

AUDIT & AUDITORS (Section 139 – 148)

Extraordinary General Shareholders’ Meeting Brussels, 13 April 2011.

1 The Stock Market Development and Accounting Reform the case of China May 2006 Lu Xiongying Shanghai Stock Exchange 1.

M.V. Damania & Co. Chartered Accountants Nilay Shah || Arpita Gadodia.

The Second Asian Roundtable on Corporate Governance Island Shangri-La Hotel, Hong Kong, China May 31, 2000 Copyright, 2000 © FRS & Associates, Inc. The.

Bylaws, Rules, and Periodic Review – Updates from Standards and Practices Julie Adams, ASCCC Executive Director Craig Rutan, ASCCC South Representative.

MAICSA (AM550) CORPORATE SECRETARYSHIP PAST YEAR EXAMINATION PAPERS ‘JUNE 2010’ PREPARED FOR: PM ALICIA PREPARED BY: RAJA NURMUNIRA RAJA HARMAN SHAH.

Vivekanand N Salimath Chairman IDF Financial Services Private Limted Bengaluru

1 Committees of a Board. 2 Why Committees? To get impartial and professional input To get impartial and professional input Reduce work load for directors.

Corporate governance: Asia Pacific. JAPAN  The Japan corporate governance committee published its revised code in The Code had six chapters, which.

Company Law. Contents FEATURES TYPES FORMATION COMMENCEMENT DOCTRINES DIRECTORS METHODS OF RAISING CAPITAL MEETINGS WINDING UP.

HERMITAGE CAPITAL MANAGEMENT The Role of the Board of Directors in Promoting Corporate Governance by William F. Browder Managing Director, Hermitage Capital.

QUESTIONS 1.Miss Ani is a CA from the institute of England & Wales. Whether she can be appointed as an auditor of Indian company ? [Hint:- No, as per section.

Issues in Corporate Governance: Board Structures and Functions Based on a Student Presentation by Joshua Shullaw and Matthew Domeyer.

1 Today’s Presentation Sarbanes Oxley and Financial Reporting An NSTAR Perspective.

Private Limited Companies We will look at: Revision of Private Limited Companies Documents required to set up a Private Limited Company AGM’s.

Use with Business Accounting and Finance Second Edition by Catherine Gowthorpe ISBN © 2005 Thomson Learning.

The Petroleum Oil and Gas Corporation of South Africa (SOC) Ltd Reg. No. 1970/008130/07 Board Audit and Risk Committee presentation to the Parliament Portfolio.

FOURTH SUTH EASTERN EUROPE CORPORATE GOVERNANCE ROUNDTABLE 6-7 March 2003, Sarajevo LEGAL FRAMEWORK FOR CORPORATE GOVERNANCE IN BOSNIA AND HERZEGOVINA.

Section Events IES Annual Planning/Reporting District Events July New Officers and Board of Managers Aug President to Schedule Section BOM Yearly Meeting.

Welcome! A Workshop on Simulation Staff Professional Development: “Simopoly” – Creative Ways to Staff Retention and Career Development.

1 PRESENTATION TO THE STANDING COMMITTEE ON PUBLIC ACCOUNTS (SCOPA) 22 MARCH 2006.

Chapter :-5 DIRECTOR. Meaning of Director as per the Companies Act, 1956 A company is a legal entity and does not have any physical existence. It can.

Finance: Review of Ch What is Finance? 1.2 The Role of the Financial Manager 1.3 Who is the Financial Manager 1.4 Goal of the Firm ? 1.5 Agency Problem.

Notification dated 5 th June 2015 in C OMPANIES ACT,2013 Adv. Arun Saxena Saxena & Saxena Law Chambers Advocates & Attorneys , New Delhi House 27,

Taxation To Tax or not to Tax ? To Tax or not to Tax ?

DIRECTOR’S LEGAL LIABILITIES Doug Jackson Gungoll, Jackson, Collins & Box, P.C.

TOPIC : ACCOUNTS OF HOLDING COMPANIES. INTRODUCTION When a company acquires majority shares in the ownership capital or is in a position to influence.

1 RECOMMENDATIONS ON THE COMPANIES BILL, 2009 WITH REGARD TO THE PROFESSION OF COMPANY SECRETARIES By: Vinayak S Khanvalkar Vice President.

Speaker- Ajay Garg Former Director, Corporation Bank.

SHAREHOLDER UPDATE – AGM APRIL Objectives of Eyomhlaba 2.Current position (ignoring Ellerines deal) 3.Current position taking EHL deal into.

By C. S. Kelkar Partner C. S. Kelkar & Associates, Company Secretaries.

Important points regarding the Filling New forms AOC-4 (earlier 23AC/23ACA) and MGT-7 (earlier 20B) are introduced for annual filings. Board Report shall.

SOUTH AFRICA. Boards & Directors –Boards & Directors – Responsibilities, director remuneration, Responsibilities, director remuneration, constitution.

Section 134 of COMPANIES ACT, 2013 Team Globalca

FINANCIAL ANALYSIS BY EBBONY PAGE. Overview  History of Organization  CEO & Mission Statement  Products and Services  Current Events  Horizontal.

PROCEDURE WITH RESPECT TO DERIVATIVE ACTIONS PART 1- OPPRESSION AND MISMANAGEMENT BY P RADEEP K. M ITTAL P AST C ENTRAL C OUNCIL M EMBER OF T HE I NSTITUTE.

Presented by:- Kalpit Morya Aman Singh Chrioni Christian Date:- 14/09/2016 Submitted to:- Himanshu Barot INFOSYS.

Is Government Jobs More Secure? Or Private Jobs Secure?

We are dependable and trustworthy knowledge processing partner

Customer Care No NCLT upholds director’s right to participate in board meeting through video-conferencing

WEEK 2 – Lecture 2 Chapter two

Advanced Financial Accounting

Corporate Governance Corporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating.

Formation of a Joint Stock Company

Annual general meeting

Appointment of Directors and Cessation of Directorship

Human Resource Management Dr. Aravind Banakar –

Human Resource Management

Human Resource Management

Chapter 13 Corporations: Organization and Share Capital Transactions

COMPANIES ACT, 2013 ANNUAL RETURN (MGT 7)

CORPORATE GOVERNANCE & COMPLIANCE Suhas Tuljapurkar, legasis

BUSINESS – “INTEGRITY” AND “COMMITMENT”. 24 TH October 2016 The Biggest Tragedy of the Indian Industry Took place on 24 th October 2016, Ratan Tata.

Karachi Tax Bar Association’s

Advanced Financial Accounting

Prepared by: Vandana Pareek

BLU #6 Corporations.

PLANNING LOOKING AHEAD…. Long Term Goals (Assigned to…)

OBJECTIVE AND GENERAL PRINCIPLES GOVERNING AN AUDIT OF FINANCIAL STATEMENTS Lecture 2.

Recording share transactions

The corporate structure

BRIEFING BY THE SABC BOARD

Advisory World: A Leading Van Nuys, CA Based Technology Company

Presentation transcript:

Boardroom Battles - Corporate Governance in Focus Apurv Sardeshmukh PARTNER,LEGASIS PARTNERS March 30, 2019.

Tata /Mistry

SERIES OF EVENTS Date Event Nov, 1917 Incorporation of Tata Sons. March,1991 Ratan Tata appointed as Chairman of Tata Sons and Tata Group. Sept, 2006 Cyrus Mistry appointed on the Board of Tata Sons. Dec, 2012 Ratan Tata retires as Chairman. Cyrus Mistry appointed as Chairman. April 2014 AOA of Tata Sons amended. Oct 24, 2016 Cyrus Mistry removed as Chairman of Tata Sons. Ratan Tata appointed as Interim Chairman.

SERIES OF EVENTS Date Event Oct 25, 2016 Cyrus Mistry writes letter to Tata Sons Board alleging several Corporate Governance lapses at the Group. Oct 27, 2016 Tata Sons responds to Mistry’s letter in 2 page reply stating that before an appropriate forum a detailed response would be given. Nov 25, 2016 Mistry moves NCLT against Ratan Tata, Tata Sons and some of its directors. Dec 20, 2016 SP Group Investment Companies move NCLT against Ratan Tata, Tata Sons, Tata Trusts, some of its directors and add Cyrus Mistry as respondent.

DISPUTE BEFORE THE NCLT Oppression/Mismanagement- Section 241- Companies Act 2013. Threshold for filing? Equity Capital ? Preference + Equity.

NCLT Decision no change or no new concept was brought in by Section 244 of the new act with respect to the requirements to make an application under the Act and in fact the old section of the law was in toto lifted. Hence, the ratio decided in Northern Projects Ltd. v/s Blue Coast Hotels and Resorts Ltd. is still relevant and hence, it cannot be contended by the Mistry Companies that issued share capital means issued equity share capital only.

Oppression Mismanagement Continuous. NCLT WAIVER DECISION Waiver not Granted. Cause of Action. Oppression Mismanagement Continuous.

NCLAT The tribunal is to steer clear of the merits of the case and should instead take into account other special considerations demonstrated in the waiver application. Found that the allegations made in the petition filed by the Mistry group related to instances of oppression and mismanagement, although several of them related to group companies.

Ouster of an employee of the Company -not oppression. NCLT Ouster of an employee of the Company -not oppression. Rights of the majority cannot be curtailed by the minority -powers entrusted upon the minority cannot be used as a weapon against the majority but it is a right that has been given to them as against prejudicial oppression by the majority.

Is it an employee dispute? Amendments to the Article? NCLAT Is it an employee dispute? Amendments to the Article? Tata Sons Private Company. Mistry Shares?

Any Other Business in the Agenda? Role of Chairman? ISSUES Any Other Business in the Agenda? Role of Chairman? Role of Independent Directors?

INFOSYS VS INFOSYS

SERIES OF EVENTS Infosys was co-founded in 1981 by seven engineers. Date Event 1981 Infosys was co-founded in 1981 by seven engineers. 1981 to 2014 Since inception, the position of CEO in Infosys was held by promoters of the Company like Mr. Narayan Murthy (CEO till 2002, Chairman 2002-2011, returned in June 2013 for 5 years), Mr. Nandan Nilekani, Mr. S. Gopalkrishnan etc. Aug 1, 2014 Mr. Vishal Sikka was appointed as the of CEO & MD on to become the 1st non- promoter CEO of the Company Oct 2014 Narayan Murthy steps down at Company’s 30th AGM- Founder shareholder Jan 13, 2017 Infosys published their Report of third quarter of the Financial Year 2016-2017. 9000 employees were “released”

SERIES OF EVENTS Date Event Feb, 2017 Allegations were made regarding Corporate Governance Lapses at Infosys and splits between founders and the Board of Directors. Feb 9, 2017 The main issues of these allegations were CEO Compensation and Severance Pay of former employees. Feb102017 The Founder of Infosys i.e. Narayan Murthy questioned the Pay Package of $11 million after increase of 55% in a year which was offered to Mr. Vishal Sikka. Raised from Rs.47 crores to Rs.74 crores Also questions asked about Infosys Panaya Deal

ISSUES Corporate Governance? Disclosures? Role of Management?

Thank you  apurv.s@legasispartners.in