The Corporate Affairs Programme Council, under the aegis of the Corporate Governance Committee of the Bengal Chamber, organized a seminar titled, “Companies Act 2013 and Related Regulations – Clarifications and Consensus on Critical Issues”, on 19th March 2015 at The Park Hotel, Kolkata.
Dr. Bhaskar Chatterjee, IAS, DG & CEO, Indian Institute of Corporate Affairs, Ministry of Corporate Affairs, New Delhi, was the Chief Guest for the event. The technical session of the seminar was addressed by Mr. Vikram Advani, Partner, Audit, BSR & Co.LLP, New Delhi and Mr. Sandip Bhagat, Partner, S&R Associates, Mumbai.
The session attempted to clarify crucial issues like :
• Interpretation and clarifications on the new Act and Rules
• Provisions relating to Directors and Independent Directors
• Loans to Directors and others including Inter-corporate loans and investments- implications for public and private companies
• Related Party Transactions- Disclosures and Approval
• Electronic Voting procedures
• Board Evaluation
• Clause 49
• Insider Trading
Speaking on the topic, Dr. Chatterjee said that IICA had been entrusted to provide secretarial and technical support to the Baijal Committee headed by former Union Home Secretary Anil Baijal. The Committee is supposed to recommend suitable methodologies for monitoring compliance of the provisions of section 135 (CSR) of Companies Act 2013. It will also suggest measures to the Government for adoption by the companies for systematic monitoring and evaluation of their own CSR activities. Meanwhile, IICA is carrying out various courses on CSR to create trained manpower in this regard.
Mr. Advani spoke on Related Party Transactions – mapping the definition, the approval process under Companies Act and a comparative study between Section 188 of the Companies Act 2013 and the revised clause (RC) 49. He also took the house through the implementation challenges of Section 188. Also, Mr. Advani spoke about Loans to Directors and loan and investment by companies under Sections 185 and 186 respectively and the subsequent implementation challenges.
Mr. Bhagat chose to speak about the SEBI (Prohibition of Insider Trading) Regulations, 2015 and Corporate Governance for Listed Companies under Clause 49 of the Equity Listing Agreement.
The programme saw a packed house attended by stakeholders from industry, institutes and law firms.