Secretarial standard on Board Meetings

Salient features of revised Secretarial Standards -1 Board Meetings

1)      The SS1 is not applicable to section 8 companies (i.e. not for profit companies). However they are required to comply with the provisions of the Act relating to Board meetings;

2)      Board meetings can be held on National Holidays also, including the adjourned Board meetings;

3)      Proof of sending notice and its delivery shall be kept by the company for a period of not less than three years;

4)      Proof of sending agenda and notes on agenda and their delivery shall be maintained by the company for a period of not less than three years;

5)      Company can send notice and agenda by registered post or speed post apart from e-mail, of course. It cannot send by courier.

6)      Four Board meetings to be held in a calendar year with a maximum interval of 120 days between two consecutive meetings. The requirement of holding one meeting in every calendar quarter has been done away with.

7)      In a private company, interested Director shall be eligible to participate in such item after disclosure of his interest.

8)      Quorum for meetings of Committee shall be as specified by the Board. If not specified by the Board then all members of the Committee to be present at the meetings.

9)      Not necessary to maintain separate attendance register for meetings of the Board and Committee;

10)   If attendance register is maintained in loose leaf form, then it shall be binded once in three years;

11)   After a person has ceased to be a Director, he has no right to inspect the attendance register of directors;

12)   The attendance register to be maintained for a period of at least 8 financial years from the last entry made and thereafter destroyed with the approval of the Board.

13)   The company may maintain its minutes in physical or electronic form. No need of timestamp required.

14)   Minutes need not mention the conclusion time of the meeting;

15)   All appointments one level below the KMP level need not be noted by the Board;

16)   Draft minutes need not be sent to the directors who did not attend the Board/ Committee meeting;

GST issues

Now that GST is two months old, some thoughts from practical experience. Basically three issues.

One is payment of GST to govt within one month of raising invoice is draconian. Nobody in India pays us within one month of raising of bill save in exceptional cases. Mostly payments are received on average between 3 to 6 months. Earlier we used to pay to the govt. on quarterly basis and that too on receipt basis. Now if we have to pay the tax in advance even before we receive our money, that means our cash flow has gone out of the window. The SME sector is badly hit. It should be minimum 3 months from date of invoice.

Second is the ridiculous concept of reverse charge mechanism wherein we have to pay tax on our purchases from unregistered dealers. That means we have to pay the GST and will receive input credit on that the next month. But our cash flow is again gone.

Third is the micro management here which means we have to report every single invoice of purchases and sales to the govt. As far as i recall in all these years of tax administration, whether direct or indirect, govt. has never asked for details of every single invoice and then match it in the system. There is a trust issue here which was prevalent all along but is sorely lacking in the GST system. Self assessment has a different meaning here. Compliance never became so onerous.

These are my observations from practical experience, unless i have understood it wrongly. 

Mumbai Railway Stations

The exits at practically every railway station in Mumbai is choc-a-block with share autos, hawkers, etc. I know of Goregaon east and west which is in bad shape, east more so. Hawkers have descended on the skywalks as well. In the Goregaon skywalk from station to the S.V. road there are hawkers at one end, druggies at other end, in between the lights are stolen, tiles are gone, the spitoons are gone, the waste buckets are gone. But that is a different matter. It is the crowd that we are talking about, its a total mess. Andheri east and west, both are very bad. Chembur is mess on both sides and so is Ghatkopar. Kurla is horrible. Vashi & CBD Belapur are good. Borivli is bad and so is Malad and Kandivli. Dadar is atrocious to say the least. The only station where i found open space near the station is at Mira Road where i had gone recently. No autos or stalls were allowed in that open space. But that was in the early morning hours, so don't know the situation there in the evening hours. So these share autos and hawkers are being protected by the neta mafia, otherwise why would they be allowed to set up stalls there. Decongestion of the area near the railway stations should be done otherwise if there is an accident at the railway tracks, how will the ambulance move smoothly to the nearest hospital within the designated time.

NDMA guidelines on ensuring disaster resilient construction of buildings and infrastructure

NDMA guidelines on ensuring disaster resilient construction of buildings and infrastructure to be followed by banks while considering bank home loans especially in disaster vulnerable areas. NDMA guidelines to be found here.



RBI Circular on the subject to be found here

Indian News Channels

i was watching CNN international yesterday after i got news about the Las Vegas shooting and it is CNN I and BBC World Service that i always watch for international news. It is refreshing to watch these channels compared to our own Indian news channels. There is a big difference. There is no screaming and shouting that takes place like in the indian news channels. Everything is measured and controlled. The panelists that they call for discussions are technical experts on the field, not the political rabble rousers that we find in Indian news channels. The guy who shot the video was bought on live via audio, the news anchor did not interrupt him even once, he was not cut short or the words were not literally put into his mouth. The emphasis was on bringing you the news dispassionately, not making the news or concocting news. They did not draw their own conclusions about the identity of the killer or the motive behind it. That is the job of the law enforcement, they said.

The Informant!

Steven Soderbergh’s The Informant! (2009) unfurls as one of the most deliciously eccentric, incisively intelligent, and mordantly hilarious corporate satires ever to emanate from the dream factories of Hollywood. In Soderbergh’s deft hands, a seemingly dry case of agribusiness price-fixing metamorphoses into a mordant meditation on self-deception, delusion, and the endemic absurdities of corporate America.

Inspired by the true tale of Mark Whitacre, a high-ranking executive at the agribusiness behemoth Archer Daniels Midland (ADM) who, in the 1990s, transformed from company loyalist to FBI whistleblower, the film eschews the predictable trajectory of the crime procedural. Instead, it emerges as a deliriously ironic character study of a man who fabricates not merely his surroundings but, more tragically, his very self.

We follow Whitacre (a magnificently transformed Matt Damon) — a biochemist-turned-executive whose seemingly benign disclosure of a viral contamination in ADM’s lysine production spirals into an ever-deepening web of intrigue. In an act of apparent moral rectitude, Whitacre confides to a pair of unsuspecting FBI agents (Scott Bakula and Joel McHale) that ADM has been orchestrating a global price-fixing conspiracy. At first glance, he appears the archetypal idealist — the plucky insider determined to cleanse his corporation of its venality.

Yet as Soderbergh’s labyrinthine narrative unfolds, the certainties begin to crumble. Whitacre’s stories contradict themselves; his motives blur; and his own clandestine embezzlement emerges from the shadows. What initially appeared a tale of righteous whistleblowing reveals itself as the tragicomic chronicle of a compulsive fabulist — a man so entangled in his own inventions that the boundaries between truth, fiction, and self-delusion dissolve entirely.

Matt Damon’s performance is nothing short of revelatory. Physically transformed with an unflattering paunch, a tragic moustache, and the air of a cheerfully banal middle manager, Damon crafts a portrait of a man at war with his own psyche. His Whitacre is simultaneously comic and tragic — a deluded protagonist convinced he is the valiant hero of a corporate thriller, blithely unaware that he is, in truth, the buffoon in someone else’s farce.

The film’s inspired use of interior monologue — a running narration of Whitacre’s scattershot musings on polar bears, neckties, and microwaves — constitutes one of Soderbergh’s most audacious strokes. These digressions, rather than elucidating the plot, artfully obfuscate it, immersing us in Whitacre’s fractured consciousness and underscoring his desperate attempts to rationalize the irrational.

Bakula and McHale are pitch-perfect as the increasingly nonplussed FBI agents, their polite befuddlement serving as a proxy for the audience’s incredulity. Melanie Lynskey, as Whitacre’s serenely supportive wife Ginger, embodies a kind of domestic stillness — the calm eye in the hurricane of her husband’s self-fabricated chaos.

Soderbergh’s tonal command is exquisite: he pirouettes between corporate intrigue and absurdist comedy with the precision of a tightrope walker. Marvin Hamlisch’s buoyantly retro score — all chirping flutes and irrepressible strings — injects a perversely upbeat counterpoint, rendering scenes of duplicity and downfall oddly effervescent. The effect is both comic and chilling, as though the moral decay of corporate America were being serenaded by a lounge band in denial.

Beneath the comic sheen, The Informant! is a study in the pathology of deceit. Whitacre is no Machiavellian villain; he is a man for whom lying has become a desperate form of existential self-preservation — a means of imbuing his mundane existence with grandeur. Soderbergh deftly expands this pathology into a metaphor for the age: a capitalist ecosystem that breeds delusion as readily as profit, where truth itself becomes a negotiable asset in the marketplace of ambition.

There is a delicious meta-irony in Soderbergh’s refusal to grant the audience the moral uplift typical of the whistleblower genre. Unlike Erin Brockovich — his own triumphalist paean to righteous defiance — The Informant! offers no catharsis, only the anticlimax of a man devoured by his own fantasies.

Ultimately, what renders The Informant! so singular is its delicate balance of irony and empathy. Soderbergh neither lionizes nor lampoons Whitacre; instead, he regards him with wry compassion — a tragicomic emblem of the American faith in reinvention gone spectacularly awry. Beneath the manic humor lies an aching human truth: the yearning to be significant in a world of balance sheets and banalities.

A sly, sophisticated masquerade of a film, The Informant! delights in its contradictions — a crime thriller disguised as comedy, a tragedy cloaked in farce. It is at once uproariously funny and quietly devastating, a mirror held up to the delusions of late capitalism and the fragile fictions we tell ourselves to endure it.

J. Edgar

Directed with contemplative gravitas by Clint Eastwood and graced by one of Leonardo DiCaprio’s most intricately layered performances, J. Edgar (2011) emerges as a sombre, meticulously wrought biographical meditation on the turbulent life and labyrinthine psyche of J. Edgar Hoover — the enigmatic, polarising founding Director of the Federal Bureau of Investigation. Spanning over half a century, the film chronicles Hoover’s metamorphosis from a zealous young bureaucrat imbued with rectitudinous fervour into a paranoid, secretive autocrat clutching tenaciously at the vestiges of power.

Eastwood constructs his narrative through an ingenious, unreliable framework: an aging Hoover dictating his memoirs to junior agents, recounting — with a self-congratulatory zeal bordering on delusion — his supposed transfiguration of a fledgling investigative bureau into a formidable federal citadel. What unfolds is a chiaroscuro of memory and myth, interlacing pivotal historical episodes — the Palmer Raids, the Lindbergh kidnapping, and the advent of forensic modernity — with Hoover’s own mythopoeic self-fashioning.

Beneath this façade of patriotic rectitude, however, festers a far darker anatomy of ambition and control. Hoover’s insatiable appetite for surveillance and secrecy propels him to compile clandestine dossiers on the mighty and the moral alike — from the Kennedys and Martin Luther King Jr. to Richard Nixon — rendering himself both indispensable and untouchable. His private life, meanwhile, is one of emotional aridity and profound solitude, illuminated only by his enduring companionship with Clyde Tolson (Armie Hammer), whose gentle fidelity and suppressed affection stand in poignant contrast to Hoover’s rigidity and repression.

At its thematic core, J. Edgar transcends the conventions of the biopic to become a meditation on the moral corrosion of power, the pathology of paranoia, and the futility of seeking immortality through control. Eastwood’s Hoover is both the architect and the captive of America’s perennial anxieties — a man who fortified his empire upon the tectonic fears of communism, crime, and subversion. His institutional triumphs — the modernization of law enforcement, the codification of forensic science — are undeniable; yet they are tainted by the Faustian cost of unchecked authority and emotional impoverishment.

The film’s exploration of repression — sexual, psychological, and societal — is both poignant and restrained. Hoover’s alleged homosexuality and whispered penchant for cross-dressing are treated not as titillating curiosities but as metaphors for a life stifled by denial. Screenwriter Dustin Lance Black and Eastwood eschew sensationalism, suggesting instead that Hoover’s inner desiccation was both a symptom and a consequence of the puritanical milieu he inhabited and enforced.

The relationship between Hoover and Tolson forms the film’s emotional fulcrum — tender, tragic, and suffused with unspoken longing. Their bond, though never consummated, exudes a melancholic intimacy that culminates in moments of exquisite vulnerability, most memorably when Tolson confronts Hoover’s duplicity with a blend of heartbreak and dignified defiance.

Leonardo DiCaprio delivers a performance of astonishing psychological precision — a veritable masterclass in restraint and transformation. Beneath the prosthetics and the meticulously mimicked diction lies a soul contorted by fear — fear of exposure, of obsolescence, of the truth itself. DiCaprio inhabits Hoover with such uncanny verisimilitude that the performance transcends impersonation to become embodiment. His brittle smiles, taut silences, and sudden eruptions of fury render Hoover not a monster but a man tragically imprisoned within the fortress of his own making.

Armie Hammer lends Tolson a quiet nobility — a portrait of devotion shaded with melancholy. Naomi Watts, as Helen Gandy, Hoover’s lifelong secretary and silent sentinel, provides a stoic counterpoint — another life subsumed by loyalty and secrecy.

Eastwood’s direction, characteristically restrained, favours introspection over spectacle. His muted palette, dimly lit interiors, and elegiac piano score (composed by the director himself) imbue the film with an atmosphere of sepulchral melancholy. Cinematographer Tom Stern complements this mood with sepia tones and soft focus, enveloping the narrative in the patina of fading memory. The pacing, deliberate to the point of somnolence, mirrors Hoover’s own slow descent into irrelevance — an artistic choice that may alienate the impatient but rewards the contemplative viewer.

Ultimately, J. Edgar is not a film of easy pleasures or populist appeal; it is a cerebral, morally ambiguous portrait of a man — and by extension, a nation — enthralled by the intoxicating allure of power. Eastwood and DiCaprio craft a tragic parable of control without compassion, ambition without empathy, and secrecy without solace.

In the end, Hoover’s tragedy is not that he was feared, but that he was never truly known. Through Eastwood’s austere lens and DiCaprio’s bravura performance, J. Edgar stands as a haunting elegy for a man who sought immortality in the archives of others’ lives — and found only the emptiness of his own.