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The Institute of Company Secretaries of India (ICSI) on Tuesday said company secretaries would now take up the role of whistle blowers in order to maintain corporate governance.

ICSI is a professional body which develops and regulates the profession of company secretaries in India. �This is part of our vision to promote good corporate governance,� said B Narasimhan, chairman, Convention Organising Sub-Committee of ICSI

A whistle blower is someone who exposes wrongdoing, fraud, corruption or mismanagement. In many cases, this could be an employee of a company who reports corrupt practices within the company. At present, there is no such designated whistle blower.
India does not have any law to protect whistle blowers, though a bill for the same is said to be in the pipeline.

ICSI, in a press release, said it would discuss this issue in its 40th National Convention of Company Secretaries to be held this week.

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The Corporate Affairs Ministry on Wednesday ordered a scrutiny of the books of accounts of sportswear maker Reebok�s Indian arm over complaints of an alleged Rs 870-crore fraud.

“We have ordered an enquiry under section 234 of the Companies Act, which is a non-invasive scrutiny. The Registrar of Companies has been asked to submit its report in three days. Based on the report, we will order further scrutiny,� a senior MCA official said.

The official said the enquiry was ordered on the basis of a complaint from an investor. Under the Section 234 of the Companies Act 1956, the RoC can call for information or explanation from a company. When contacted, the Adidas Group said: “We are given to understand that our criminal complaint has been registered for investigation by the Indian law enforcement authorities…We shall continue to cooperate with the authorities in their investigation of the matter.”

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The regional director (RD) of the ministry of corporate affairs and the registrar of companies (RoC) received several complaints against six telecom companies, including Reliance Communications, Vodafone, Idea and Bharti Airtel.

However, RoC/RD had not found a breach of the Companies Act by any, expect perhaps for Bharti Airtel, according to an internal note dated April 30. In the case of Bharti, the inspection of books of accounts and other records have been ordered under section 209A of the Act, the note added.
A Bharti spokesperson said, �An intimation for an inspection under Section 209A, requesting for routine documents, was received by us in November 2011. As requested, we have provided all documents such as annual reports, memorandum and articles of association, details of directors, auditors, PAN no. No request for any document is pending with us and we believe we are in full compliance of all norms, as we have a comprehensive compliance programme involving regular statutory and voluntary reviews and audits, training and development programmes in place. We can also confirm that neither the DoT nor any other government department has communicated with us in this regard.�

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The Company Law Board (CLB) would hear the cross-petitions filed by Norway’s telecom giant Telenor and its Indian partner Unitech over the dispute surrounding their joint venture, Uninor on Tuesday. Following the order of the CLB, a quasi-judiciary body that rules on corporate matters, Telenor and Unitech have already filed their modified petitions before the board to remove or restrain each other’s representatives from Uninor. Telenor holds over 67 per cent stake in Uninor, while the rest is with Unitech.

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The Registrar of Companies (RoC) is believed to have sought clarifications from the auditors of Unitech Ltd, following a technical scrutiny of the realty firm’s balance sheet for the financial year 2008-09.

As per the directions of the ministry of corporate affairs, the RoC conducted a technical scrutiny of the balance sheet for suspected violation of certain accounting standards.

The company officials did not offer any comments, despite repeated attempts.
However, sources said the balance sheet scrutiny prima facie showed violations to certain accounting standards, and Unitech’s statutory auditors during 2008-09 have been asked to furnish their comments regarding the same.

In a communication late last month, the RoC has informed the corporate affairs secretary about the matter, while providing a status report on other issues that came to light during the balance sheet scrutiny. The auditors had not disclosed certain non-compliance in the Auditor’s Report, although the company was found not to have complied with certain accounting standards.

In their status report, the RoC has told the ministry that matter has been taken up with the auditors and their reply was awaited.

The scrutiny also showed that the gave loans to entities other than its subsidiaries in contravention of certain rules, but the RoC after re-examining the issue found that these entities were indeed subsidiaries of Unitech Ltd and therefore no rules were breached in this regard.

The RoC also scrutinised Unitech’s purchase of 50 per cent stake in an entity named Shivalik Ventures Ltd, but is believed to have found no violations on that front.

In another matter concerning utilisation of funds worth Rs 200 crore raised as a loan from LIC, the ministry had asked RoC to find whether the money was utilised as per the loan agreement. The matter was referred to LIC late in January.

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The Supreme Court on Monday admitted Sahara Housing Investment Corporation Ltd�s appeal against an order of the Securities Appellate Board asking it to refund Rs 17,400 crore to investors, and granted time till January 20 to do so. The case will be heard again on that day by a bench headed by Chief Justice S H Kapadia. The SC had earlier extended the time for repayment from November last year till today.

On the last hearing, the court had asked the Sahara group of companies to state on an affidavit the amount of funds collected, the net worth of the companies which had received the deposits and how they sought to secure the liabilities. These queries were to protect the interests of the investors. The Sahara group has filed a 300-page explanation in reply to these queries. Its counsel, F S Nariman, told the court the affidavit made it clear that the investments were secure and the assets are adequate.

However, during Monday�s hearing, Sebi moved an application seeking further information from the group on issues regarding security of the deposits. It sought time till January 20 to study the reply of the companies.

Sebi submitted that according media reports, the funds collected as optionally fully convertible debentures (OFCD) have been transferred to Sahara Credit Cooperative Society, another scheme run by the group.

It expressed apprehensions about the funds and demanded further clarity by seeking information on several more aspects.

Sebi sought details regarding the real estate projects where the amount is invested, details of other assets in which the proceeds have been used, current assets of the group, advances under joint ventures, loans and advances given to corporate and related party transactions.

An estimated 2.3 crore persons have invested in two group companies � Sahara India Real Estate Corporation and Sahara Housing Investment Corporation � in the form of OFCDs.

NEW DELHI: The finance ministry is not in favour of pushing staterun banks into adopting the holding company structure proposed by the banking regulator.

The Reserve Bank of India (RBI) on Monday put out a report recommending a financial holding company model for the financial sector, which it says will protect banks from being destabilised by the activities of other firms controlled by the same promoter.

“We are not going to push them (public-sector banks). They can adopt the structure as and when they decide,” the official said. In it report titled ‘Introduction of Financial Holding Company Structure’, put out for comments by stakeholders, the RBI has suggested two routes for migrating state-run banks to the holding company structure.

The first is to transfer government holding in the bank and other subsidiaries of the bank to a holding company.

In the other, the government continues to hold stake in the bank, but other stakeholders gets transferred to the holding company. In this case the government will be able to unlock its holding values in the subsidiaries. However, the ministry anticipates problems with both options. In the first, the government will not only have to meet the capital needs of the bank, but also that of non-bank subsidiaries.

Besides, if the holding company is listed and the bank is not, the government will be stuck with shares in an unlisted entity. “What purpose will it serve to hold majority stake in a bank that is controlled by an FHC (financial holding company) for all purposes,” the official said.

In the other method, there will be valuation problems when holdings in diverse companies are transferred to a holding company.

The government has said it will maintain at least 51% stake in banks. A member of the working group that compiled the RBI report said, “The working group had representations from the government, IBA and private players. If some issues are still pending, they can be incorporated in the final guidelines.”

The chairman of a leading staterun bank told ET that the finance ministry is yet to ask banks for their views. “It’s too early and we would like to wait for further clarity,” he said.

Sector experts say it will be difficult to convert public-sector banks into a financial holding structure quickly, unless some of legacy issues linked to the Banking Regulation Act are resolved.

“Most state-run banks have recently set up subsidiaries in insurance, asset management and other sectors through the joint venture route, and the long-term interests of their JV partners would need to be addressed adequately for a smooth transition,” said Robin Roy, associate director, financial services, PwC India.

The RBI report says the structure may create challenges in governance. In the second case, for instance, the bank will have two large shareholders – the government and the holding company – each with differing interests.

The regulator had set up a working group in June last year to examine the feasibility of introducing a financial holding company structure in India. The working group, headed by RBI deputy governor Shyamala Gopinath, has members from the RBI, the finance ministry, the markets regulator (Sebi), the insurance regulator (IRDA), and the Indian Banks Association.

All unitholders registered under the dividend option of UTI-Opportunities Fund as on the record date will be eligible for this dividend, it said.

The net asset value (NAV) per unit as on April 26, 2011 was Rs 15 under the dividend option, it added.

Launched in 2005, UTI Opportunities Fund is an open-ended equity scheme. The investment objective of the scheme is to generate capital appreciation and or income distribution by investing in equity and equity related instruments, it said.

Country’s largest producer of branded papers JK Paper Ltd plans to raise Rs 250 crore through a rights issue in May, a top company official said today.

“We expect Sebi approval in mid-May and hope to raise Rs 250 crore through a rights issue to part finance our Rs 1,650-crore expansion programme,” J K Paper Chief Finance Officer (CFO) V Kumaraswamy told PTI here.
The company has filed a Draft Letter of Offer with Sebi and expects to announce ratio and pricing for the issue once the market regulator’s approval is received, he said.

JK Paper has taken up expansion project to increase the total installed capacity from 2,40,000 TPA to 3,90,000 TPA at its unit at Rayagada in Orissa.

JK Paper proposes to install a new fibre line with a capacity to produce about 2,15,000 tonnes of pulp per annum, set up a new paper machine with a capacity to produce 1,65,000 tonnes of woodfree copy paper per annum for manufacturing copier paper and other multi-functional office paper grades and installing a captive power generation facility of 55 MW.

The company has finalised the orders for all major machinery of the project on a fixed price basis and the new plant will be ready by October 2012, Kumaraswamy said.

The capex will be funded through Rs 150 crore of internal accruals, Rs 250 crore of rights issue, Rs 225 crore of FCCB issue and Rs 1,050 crore of debt, he said.

The company is also issuing unsecured unlisted Foreign Currency Convertible Bonds (FCCBs) up to an amount of 35 million euro (about Rs 225 crore) on a private placement basis.

The company will issue the FCCBs on a private placement basis to three European development finance institutions namely, FMO, DEG and Proparco.

The FCCBs are convertible into equity shares of the company at an initial conversion price of Rs 65 per share. The price represents a premium of 13.5% over the closing price on NSE on April 8, 2011.

The FCCBs are redeemable between the fifth and seventh years and are convertible into equity shares anytime after 3.5 years.

The company expects robust demand in premium quality paper in the country. It has raised the price of its printing papers by 3.3% effective April, 2011, following the increase in raw material prices, Kumaraswamy said.

Telecom equipments manufacturer GTL Infrastructure today said its shareholders have approved the amalgamation of Chennai Network Infrastructure Ltd with itself.

“GTL Infrastructure has informed that the equity shareholders of the company approved the scheme of arrangement between Chennai Network Infrastructure Limited (CNIL)and GTL Infrastructure and their respective shareholders,” the telecom equipment manufacturer said in a filing to the Bombay Stock Exchnage.

The Scheme envisages an exchange ratio of 1 equity share of GTL Infra for every four equity shares of CNIL.

CNIL was formed as a special purpose vehicle to acquire Aircel’s tower assets.

NEW DELHI: The finance ministry has asked the State Bank of India , or SBI, to work out the cost implications of merging the remaining five associate banks with itself before the government approves the proposed rights issue.

The north block wants to ensure that the merger of SBI and its associates does not impose any significant cost on the government.

“We have to look at growing demands of the remaining 20 state-owned banks and if the rights issue has also factored in the cost of acquisition of SBI’s associate banks then we need to look at the proposal afresh,” said a senior finance ministry official.

The planning commission has been asked to work out a longterm capitalization plan for state-run banks ensuring that their capital needs are met without burdening the exchequer too much.

Finance minister Pranab Mukherjee had said in his speech for 2011-12 budget that the government will infuse 6,000 crore in 2011-12 in state-run banks.

So far, the finance ministry has not taken a decision over SBI’s right issue as it involves government meeting nearly 59.4% of the offer because of its holding in the bank. The bank has proposed a 20,000 crore rights issue.

At the time of the last rights offer, the government had paid the banks through bonds instead of cash.

If the government does not subscribe to the rights offer then its stake in the bank will drop. According to the SBI Act, the government stake in the bank cannot fall below 55%, but amendments to the Act (the SBI Amendment Bill) have proposed a lower 51% ceiling.

The government has said its stake in state-run banks will not be allowed to drop below 51%. This has limited the capital raising options of the banks.

“There will be some cost associated with the acquisition. We want them to arrive at some figure before the right issue is approved,” the official said.

The SBI had in its initial proposal indicated that it would need around 39,000 crore for the next three financial years for expansion and mergers. A senior SBI official, however, disagreed with government’s view of restricting mergers to unlisted banks.

“We hold around 92% stake in State Bank of Mysore and around 75% in Travancore. It should not be such a major issue,” he said.

SBI had told a Parliamentary Panel earlier this year that it plans to consolidate the remaining five associate banks with itself in the next 12-18 months.

Consequently, in March 2011 the government had approved the SBI Amendment Bill which gives it the power to effectively manage the affairs of five SBI arms.

The government is of view that SBI should continue the process with unlisted banks first and then move to the listed ones.

“We don’t see any reason to fast track the process. So far the merger process havebeen smooth and we are comfortable with the pace,” the official said.

Leading software services exporter, Tata Consultancy Services(TCS), is eyeing acquisition opportunities in Germany and Japan in the healthcare sector, its chief executive said on Monday, as the company aims to expand its geographical presence and product offerings.

TCS expects to see “marginal improvement” in pricing for the fiscal year that started in April and expects to sustain the current operating margins, N. Chandrasekaran told Reuters in an interview.

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TCS, whose clients include Citigroup and General Electric, last week reported a market beating 23% rise in fourth-quarter profit on rising demand and flagged wage hikes and currency volatility as main threats to its profit margins for 2011/12.

Close on the heels of Oil and Natural Gas Corporation (ONGC), the second biggest oil producing public sector unit Oil India Ltd (OIL) may be going for a stock split to expand retail participation in the company.

ONGC went for a stock split in preparation for a follow-on issue that is expected to hit the market in the second quarter of 2011-12. �ONGC went for stock split recently. We will also consider it and approach the government for approval at an appropriate time to widen retail investor participation,� said a senior OIL executive.
ONGC�s stock split and bonus issue became effective from February 8 this year. In the quarter ended March 31, the number of ONGC shares traded at the Bombay Stock Exchange stood at around 21.70 million, up by a steep 169 per cent compared to the 8.06 million shares traded in the quarter ended December 31, 2010.

After split and bonus, ONGC�s share price had fallen from Rs 1,200 to around Rs 286 and increased trading volumes. Over the same period, the number of OIL shares that were traded at the BSE declined nearly 42 per cent to 513,837 shares.

As on Thursday, ONGC�s share price stood at Rs 304.20 while OIL�s was Rs 1,328.60. ONGC has given 1:1 bonus to shareholders along with splitting equity share of Rs 10 face value into two. �OIL may look at splitting the Rs 10 face value share into five,� said the official.

Experts are of the view that split will help in increasing tradability of OIL shares. �The company can do a split to increase tradability but OIL�s case is different from ONGC where the split was done keeping in view the upcoming follow-on public offer (FPO),� said investment advisor S P Tulsian.
MARKET MOVERS
For 2009-10 financial year ONGC OIL
Revenues (Rs crore) 61,982 8,072.80
Net profit (Rs crore) 16,767.55 2,610.52
Operating profit margin (%) 64.07 57.76
Earnings per share (in Rs ) 78.39 113.78
Crude oil production (million tonnes) 24.67 3.611
Gas production (billion cubic metres) 25.60 2.415

The government, promoter of ONGC, is selling its five per cent stake or 427.77 million equity shares in the FPO that on the last closing price could help the government raise about Rs 13,012 crore. Following the offer that is expected to happen sometime during June-July, the government�s stake in ONGC would come down to 69.14 per cent from 74.14 per cent at present.

MUMBAI: Mahindra Lifespace Developers , the real estate and infrastructure development arm of the Mahindra Group, clocked a 30 per cent jump in its profit after tax at Rs.103.05 crore in the 12 months ended March 31, 2011, against Rs.79.38 crore last year. It reported an operating income of Rs.476.56 crore as compared to Rs. 320.05 crore, an increase of 49 per cent.

�We have achieved a significant growth in the March quarter.

�The board of directors recommended a dividend Rs.5 per share of Rs.10 each,� Mahindra Lifespace’s Chief Executive, Anita Arjundas, told reporters here. � PTI

The Delhi High Court has held that a company is not required to pay the stamp duty on the increased amount of its authorised share capital.

A bench headed by Justice S Muralidhar said this while allowing the plea of S E Investments Ltd, which challenged the direction of the Registrar of Companies (ROC) seeking stamp duty on increased amount in authorised share capital.
“In the absence of a specific provision that permits the levy of stamp duty on the increase in authorised share capital, it would not be open to the Respondents (ROC) to insist upon the S E Investments having to pay stamp duty for the increased authorised share capital,” the court said.

The court, however, made it clear that the company would not be entitled to refund of the amount which it had already paid as stamp duty.

“This will however not enable the Petitioner to claim refund of any stamp duty paid earlier by it for increase in authorised share capital,” the court added.

S E Investments, a public limited company, was incorporated on March 5, 1992 with an authorised share capital of Rs 3.5 crore. In 2010, it increased its capital to Rs 125 crore.

The company sought the opinion of ROC and contended that there is no provision in the Delhi Stamp Act to pay the duty on increase in the authorised share capital.

However, the ROC directed the company to pay Rs 25 lakh as stamp duty, prompting S E Investments to move the court.

“It is directed that the ROC will now proceed to accept the Petitioner’s Form 5 and record the increased authorised share capital without insisting on the Petitioner paying stamp duty thereon,” the court further added.

The merger and acquisition (M&A) norms being finalised by the Competition Commission of India (CCI) would not affect any corporate M&A in the public domain. This would be true even for deals that are not technically closed by June 1 � when the new M&A norms become effective.

The CCI and the ministry of corporate affairs have decided to consider all M&A proposals that have been officially announced till June 1 as complete and would not subject them to scrutiny under the Competition Act, according to an official.

Currently, the CCI is weighing four- five formulae proposed by various stakeholders and would choose the best way to ascertain the merits of various M&As that may claim to have been closed before the June 1 deadline.

Any deal, which is in the public domain through official announcements like mandatory filings before the Securities and Exchange Board of India or a legal filing in a court of law, may thus, be treated as complete if it happens before the cut-off date.

The corporate affairs ministry had, in March, notified that the sections dealing with M&As under the Companies Act shall come into effect on June 1 and all M&As that are not complete by then would come under the scrutiny od the CCI. However, this led to a lack of clarity among corporate stakeholders, since there was no proper definition of a �complete� deal was.

CCI officials clarified all M&A deals, in which effective steps had been taken by the corporate entities involved in the exercise before June 1, should be treated as �complete�.

The CCI would take a final decision on the various proposals in its meeting scheduled on April 29.

The commission and the ministry have also scheduled industry interactions on the topic in Mumbai, Hyderabad and Bengaluru in the coming days.

According to an estimate by global consultancy firm Grant Thornton, the total value of private equity, merger and acquisition and qualified institutional placement deals involving India Inc stood at $20.56 billion during the January-March period, 2011 . There were 221 such deals during the three month period, the agency said in its report.

The ministry had, in March, exempted all M&As of a value less than Rs 250 crore or involving companies with less than Rs 750 crore, from the provisions of the Competition Act for a period of five years.

NEW DELHI: The Securities and Exchange Board of India (SEBI) is reworking norms on corporate governance to evolve a modern regulatory framework, the market regulator’s Executive Director Usha Narayanan said here on Wednesday.

Addressing an interactive session on regulatory overlaps organised by Associated Chambers of Commerce and Industry of India (Assocham) here, Ms. Narayanan said that corporate governance should keep up with the times in a dynamically changing scenario. �The government recognises the need for sectoral regulators to have stringent norms. We are providing inputs on the role of independent directors and emphasising that independent directors should be really independent,� she said.

SEBI and the Ministry of Corporate Affairs (MCA), Ms. Narayanan said, were collaborating to set up an inter-regulatory cell to interpret laws in a clear way and bridge the existing gaps. Alongside, the ministry and stock exchanges were also putting together early warning systems to detect companies which gather funds from capital markets and then vanish. The market regulator, she indicated, was also working on evolving a common platform for submission of annual reports and related information by listed companies which could be made accessible to other exchanges. This, she said, would expedite as well as provide a single window for sharing information.

Speaking on the occasion, Indian Institute of Corporate Affairs advisor and former director in MCA Manoj Arora said that in the present times, financial institutions have become complex and gigantic. �There is a complex maze of regulations with regulators for capital markets, banking, insurance and pensions. The new Companies Bill should address issues of regulatory overlapping,� he said.

Mr. Arora pointed out that there should be credible disclosure of all shareholders’ contribution so that the end-use of IPO (initial public offering) money was fair, transparent and in the right direction.