IICA · Milind Deora, Hon’ble Minister of State for Communications and Information Technology;...

India’s premier educational and research institution : The Indian Institute of Corporate Affairs

The Indian Institute of Corporate Affairs (IICA) was registered as a society on September 12, 2008 under the Societies Registration Act, 1860. An autonomous institute, IICA works under the aegis of the Ministry of Corporate Affairs to deliver opportunities for research, education, and advocacy. It is also a think tank that curates a repository of data and knowledge for policy makers, regulators, as well as other stakeholders working in the domain of corporate affairs.

Set up as the premier organization that aims at providing astute and credible intellectual leadership in corporate regulation, governance and running sustainable businesses, IICA is a think-tank, capacity building and service delivery institute. Its work enables corporate growth, reforms and regulation through synergised knowledge management, and global partnerships thus offering real-time solutions. IICA propels knowledge and training through its network of schools and centres. It has six departments and six hubs of excellence carrying this vision forward.

The institute, spread across a sprawling 14-acre, has state-of-the art infrastructure. Its main building is eight storeyed high and is eco-sensitive. The campus has residential blocks, hostel facilities for staff and students, recreational centre, a well-stocked library, an in-house auditorium, and an efficient knowledge management system.

Key activities carried out by the IICA include induction and in-service training to Indian Corporate Law Service (ICLS) officers, capacity-building and training programs, policy advisory functions, public outreach and stakeholder consultations through seminars, conferences, and forums.

IICA also supports Ministry of Corporate Affairs (MCA) initiatives on all matters relating to Corporate Affairs. Anticipation of corporate needs for effective functioning, reviewing corporate laws for effective amendments to cater to evolving business environments, exploring new paradigms such as investor education, protection and grievance redressal and periodic reviews and updation of definitions, components and activities related to corporate governance are other prominent initiatives of the institute.

Corporate Odyssey has been published by the Centre for Institutional Partnerships and Corporate Communications.

Indian Institute of Corporate AffairsPlot No. P 6, 7, 8 Sec.: 5, IMT Manesar, Distt. Gurgaon, (Haryana), Pin - 122 050Ph.: 011-24362282, Web.: www.iica.in

IICAFostering Excellence

Indian businesses are poised to enter into an era of exemplary corporate leadership and able governance. Yesterday’s feats can no longer be today’s glory. Global market trends are exercising enormous pressure on Indian businesses today. Thus minimizing operational risks of Indian businesses, enabling sound corporate governance, encouraging healthy competitive practices, devising investor protection plans – these are areas that need continual work and awareness.

IICA is uniquely positioned to address the challenges faced by the Indian corporate sector. Its intellectual prowess in areas such as business innovation, CSR, competition law, corporate governance, public policy, corporate finance and corporate law helps in identifying and addressing existing gaps.

With its cutting edge resources, IICA acts as a facilitator and solution provider, disseminating training and capacity building facilities and establishing partnerships with premier academic institutions of the world. Over time, the Institute will play a critical role towards the holistic study and harmonized treatment of issues impacting corporate regulation, governance and functioning in the context of emerging national and international trends.

One of the key activities of IICA has also been in shaping policy directives. The new Companies Act envisages a future of transparency, growth and leadership. Pushing CSR from the arena of philanthropy to demonstrability, knowledge about the salient features of the Act and its applicability will also be undertaken by IICA.

Cultivating leaders of tomorrow and ushering Indian businesses into a landscape of corporate excellence, the canvas for IICA is broad and challenging. The journey here onwards will only get more intense and satisfying.

From DG’s Desk

Dr Bhaskar Chatterjee DG&CEO, IICA

Contents

Future Perfect: Measuring Corporate Social Responsibility 6

Indo-Dutch Joint Working Group on Corporate Governance and CSR Held in Hague 10

Global Forum on Responsible Business Conduct, Paris 15

IICA at the European Commission 16

Corporate Social Responsibility Brought to the Spotlight at IDFC Foundation’s 2nd Annual Conference 18

In focus: Indian Oil Corporation Ltd. 20

‘Two-Day residential training on Competition Law organized for Public Sector Oil Marketing Companies’ 29

Seminar on CSR: Companies Bill 2012 & Impact of Section 135 31

National Conference on Companies Bill 2013 Held at Hyderabad, Delhi, Mumbai & Guwahati 33

National Conference on Complying & Leveraging Clause-135 of Companies Act, 2012 for Maximum Impact 37

Contents

Hon’ble High Commissioner of Mauritius, Dr. Arye Kumar Jaessur, GOSK Visits IICA Campus, Manesar 39

Steering Committee of NFCSR Holds First Meeting at IICA 39

NGO Meet for National Foundation for Corporate Social Responsibility (NFCSR) 40

Lecture on Social Issues and CSR by Dr. S. Y. Qurashi 41

Next Steps Forward: Implementation Agreement Signed for IICA GIZ BR Initiative Phase II 42

Pan India Workshops on Business Responsibility & Reporting Framework 44

Fostering Responsible Business: OECD Guidelines & National Voluntary Guidelines 45

First Advisory Group Meeting of EU SWITCH Asia Project Held at India International Centre 47

ICLS Academy Conducts Four Training Programmes in August & September 49

1 Lead Story

The Indian Institute of Corporate Affairs (IICA) and BSE Ltd. (formerly known as Bombay Stock Exchange) signed an MoU

to develop India’s first ever Corporate Social Responsibility (CSR) Index at the BSE office premises in Mumbai. Apart from formulating the Index, both the institutes will work in close collaboration for capacity building on CSR, conduct education and awareness programmes, and other activities to facilitate an effective corporate participation in CSR areas.

Forging Ties

The Memorandum of Understanding (MoU) was signed by Dr. Bhaskar Chatterjee, DG & CEO, IICA; and Mr. Ashish Kumar Chauhan BSE Ltd. in the presence of Sh. Sachin Pilot, Hon’ble Minister of State for Corporate Affairs (Independent Charge); Sh. Milind Deora, Hon’ble Minister of State for Communications and Information Technology; and Shri S. Ramadorai, Chairman, BSE Ltd. on September 23, 2013 at Mumbai. Well attended by eminent dignitaries, the event witnessed the presence of Dr. Mukand Rajan, Brand Custodian and

Group Spokesperson – Tata Group; Dr. Ajit Ranade, Chief Economist, Aditya Birla Group; Shri Milind Burve, Managing Director HDFC Asset Management Company (HDFC MF); Dr. Debashish Sanyal, Dean NMIS (Narsee Monjee Institute of Management Studies); Shri Praveen Chakravarthy – Director BSE Institute Ltd.; Shri Gangadhar Darbha, Director, BSE Institute Ltd. and Executive Director Nomura Securities; Krishna Neelakantan : MD - Samhita Social Venture; Priya Naik, Founder and Jt MD - Samhita Social Venture; Dr. Meena Galliar, Director NMIS (Social Entrepreneurship and Sustainability Management) among others.

Speaking on the occasion, Shri Sachin Pilot, said: “Transparency is very important and so the companies must disclose their spending and areas of spend on their own websites and the MCA website as well. The IICA and

Future Perfect: Measuring Corporate Social ResponsibilityIICA & BSE Ltd. Sign MoU for India’s First-Ever CSR Index

Mr. Sachin Pilot addressing the gathering at the BSE Ltd.

Shri S. Ramadorai, Chairman, BSE Ltd. sharing his thoughts

6 July - september 2013

BSE partnership will go a long way on raising the level of awareness and accountability.” On the development of CSR Index as one of the deliverables of the MoU, he stated: “Top corporate leadership must lead from the front. It is a new beginning, new initiative for companies with the wherewithal to undertake such initiatives. The index will help in giving a larger platform to such companies and also a global perspective.”

Ushering Change

Mr. R. Ramadorai, Chairman, BSE Ltd., addressed the gathering speaking of earlier BSE interventions in developing such indices and also the importance of development of the CSR Index, in the context of the new Companies Act. “BSE through this partnership with IICA shall work on CSR Index which will drive the CSR practices for the Indian Corporate world and be an ideal option for investors to put their money for ‘responsible investment’. Increasingly, more investors are considering CSR as an important

investment theme both globally as well as in domestic markets,” Mr. Ramdorai added.

Dr. Bhaskar Chatterjee, DG & CEO, IICA termed the event as a historic occasion marking the collaboration of the country’s premier stock exchange and a national institute. “This MoU is a major landmark to get a better insight into the domain of CSR. One of the initiatives under the MoU, the CSR Index, is a noble idea and will be put into action after consultations with the leading experts in that field. The CSR Index would promote investor participation, consumer interest and ensure socio-economic benefits to the disadvantaged communities by generating awareness and accountability in CSR spending,” he elaborated.

Indian Institution of Corporate Affairs (IICA) was established by Ministry of Corporate Affairs (MCA), Government of India to act as think-tank and centre of excellence to support the growth of the corporate sector in India through an integrated and multi-disciplinary approach. In the new Companies Act, 2013 it has been mandated for eligible companies to spend two percent of their profits on CSR activities. This initiative of the Ministry of Corporate Affairs which requires companies to look beyond shareholder value and make CSR a core driver of their strategy shall bring competitive advantage to Indian Inc. with the global players in the long run and shall attract more investment from investors.

Further, to assist Indian companies to drive their business models based on this approach, IICA through this MoU would also work with BSE Ltd to make a CSR Index. BSE, with more than 5,200 listed companies, highest in the world, shall enable IICA and BSE in this initiative to

Dr. Bhaskar Chatterjee, DG & CEO, IICA, addressing the house

MoU between IICA & BSE

7July - september 2013

get more comprehensive perspective of CSR practices followed by Indian Corporates across various industrial segments to make an India-based CSR Index.

CSR Index and Performance Push

The proposed IICA-BSE CSR Index shall assess impact and performance of companies listed on BSE in CSR activities. It would also look at the performance of companies in their mandatory CSR spend as per the new Companies Act, 2013 as one of the important and objective criteria. The information provided in the public domain on CSR activities by these listed companies shall have more preference in the various evaluation parameters of the Index. Performance of the companies in CSR areas would be combined with their market performance for selection. The Index would be sector neutral. Companies eligible to be included in the Index for further evaluation shall ensure basic compliance as per proposed CSR regulations.

IICA-BSE proposes to form an Advisory Committee which would guide in the construction and designing of CSR Index. The Advisory Committee would have consultative approach and interact with various stakeholders so that best global practices are aligned to Indian needs as per Section 135, Companies Act 2013, in the Index construction making it a benchmark to assess CSR activity of Indian corporates.

IICA-BSE shall also work on capacity building to assist companies in meeting their CSR agenda

and would conduct awareness programmes in the next six months.

Great Expectations

The CSR Index shall be viewed by all market participants to track the leaders in CSR activities in India. Top performers of the CSR Index shall be drivers for other Indian corporates to perform and meet the expectations of all stakeholders in the society. As capital market gets more aligned to international norms, long-term investors with very sizable amount of investible money such as pension funds, insurance companies and funds with mandate

of ‘Responsible Investment’ would look at such index and its top performers to decide their investments. Globally it has been observed indices based on CSR or ESG themes have outperformed the benchmark indices.

IICA and BSE shall continue to work for all such initiatives in the CSR area and enable Indian Corporates to compete with the global players and position India Inc. as an effective and committed player for promoting CSR in the society. n

Dignitaries on the dais

Cross section of the participants


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2 Events International

Indo-Dutch Joint Working Group on Corporate Governance and CSR Held in Hague

The second meeting of the Indo-Dutch Joint working Group on Corporate Governance and Corporate Social

Responsibility (JWG) was held in Hague on July 11 and 12, 2013. It resulted in agreements about closer cooperation between the Indian and Dutch sides and agreed upon mutual exchange of knowledge and experience to continue outside and beyond the periodical JWG-meetings.

Representing India for the meet were Mr. M.J. Joseph, Additional Secretary, Ministry of Corporate Affairs; Ms. Shalini Thapa Budathoki, Executive Director, National Foundation on Corporate Governance; Dr. Bhaskar Chatterjee, Director General & CEO, Indian Institute of Corporate Affairs; Mr. Pankaj Inderchand Jain,

Institute of Chartered Accountants of India; Mr. Madhu Kannan, Head of Business Development, Tata Sons; Mr. Rakesh Singh, President, Indian Institute of Cost Accountants; Mr. Santanu Roy, General Manager, GAIL; Mr. Harish K Vaid, Vice President, The Institute of Company Secretaries of India; Mr. Satish Sharma, Second Secretary, Embassy of India; and Mr. Ashok C. Kaushik, Marketing Officer, Embassy of India. The participants from Netherlands included dignitaries like Ms. Elsbeth Akkerman, Director Trade Policy and Economic Governance, Ministry of Foreign Affairs; Mr. Simon Smits, Vice Minister for Foreign Economic Relations, Ministry of Foreign Affairs; Mr. H.R.H. Jaime Bourbon de Parme, Special Envoy Natural Resources, Ministry of Foreign Affairs; Mr.

Mr. M.J. Joseph, Additional Secretary, Ministry of Corporate Affairs & Ms. Elsbeth Akkerman, Director Trade Policy and Economic Governance, Ministry of Foreign Affairs


Arie van Eijsden, Deputy Director, Ministry of Finance; Mr. Frans Verkaart, Ministry of Foreign Affairs; Mr. Elsbeth Visser, Ministry of Foreign Affairs; Mr. Charlotte Wolff, Monitoring Committee Corporate Governance Code, Ministry of Economic Affairs; Mr. Bernedine Bos, Head Programs and Projects, CSR Netherlands; Mr.Tony Bruggink, Program Director, Sustainable Trade Initiative; Mr. Frans Evers, Chairman, National Contact Point for OECD Guidelines; Mr. Theo Henrar, Chairman of the Dutch Board of Directors, Tata Steel; Karen Maas, Professor and Programme Director, Erasmus School of Accounting & Assurance; Mr. Winand Quaedvlieg, Dpt. Director International Economic Affairs of The Confederation of Netherlands Industry and Employers and Chair of the Commission on International Investment and Multinational Enterprises of The Business and Industry Advisory Committee to the OECD (BIAC); Mr. Johan Scheffe, Netherlands Institute of Chartered Accountants; Mr. Truus Valkering, Director International Affairs, Tata Steel; and Mr. Eszter Vitorino, Manager Governmental Relations, Global Reporting Initiative. Mr. Elsbeth Akkerman and Mr. M.J. Joseph co-chaired the meeting.

Five sessions ruled the day, namely, CSR in India and the Netherlands / Supply chain responsibility, Various perspectives on CSR, CSR Measurement, Reporting and Accountability, Insolvency Practices, and Corporate Governance Standards and Oversight.

The first session laid emphasis on CSR in India and the Netherlands / Supply chain responsibility and debated extensively on the issue. Co-chairs of the meeting, Mr. Joseph and Ms. Akkerman kicked-off the day with an

overview of the latest developments in the field of CSR in both countries. In India, the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business were released in July 2011 and CSR provisions are included in the Companies Bill, which is currently awaiting clearance at the Upper House. The Companies Bill entails for large business to institute a CSR Committee, formulate CSR Policy, monitor the CSR Policy, and spend at least two percent of the average net profits of the company on the CSR Policy.

It was also highlighted that in the Netherlands, Minister Ploumen for Foreign Trade and Development Cooperation and Minister Kamp of Economic Affairs wrote a policy note to the parliament in June, revealing their plans on CSR for the coming period. Key elements of the plan suggest that the OECD guidelines continue to be the reference framework laying down the principles for international CSR: business must be conscious of their impact on people and environment, directly or in their supply chains. Based on the risk analysis of economic sectors the Minister is expected to make further additional agreements with business sectors for which extra attention for CSR is needed. Moreover, the plan insisted that the Minister strives for more transparency and oversight of business efforts in CSR. The government would in turn help to create rankings of individual companies to make their societal and environmental efforts transparent and comparable.

H.R.H. Jaime Bourbon de Parme, Special Envoy for Natural Resources of the Ministry of Foreign Affairs; and Tony Bruggink, Program Director of the Dutch Sustainable Trade Initiative (IDH); spoke about how public-private partnerships


can result in responsible supply chain management. Mr. Bourbon de Parme discussed how the cooperation between businesses and NGO’s resulted in trade in conflict-free tin from the DRC, impacting the lives of thousands of miners who otherwise would have worked for warlords in bad conditions. Mr. Bruggink also presented how the Dutch Sustainable Trade Initiative fetches business and NGO’s together to make supply chains more sustainable socially, economically, and environmentally.

Mr. Kannan of Tata presented Tata’s vision on CSR. He said that according to the company, CSR is proactive and makes good business sense. It is an integral part of business and, therefore, different than charity. He further added: "Tata sees shareholders as stakeholders in CSR. Many customers and suppliers have done business with us for over 50 years, because of the role Tata’s play in society. Tata works with the Tin initiative of Jaime Bourbon de Parme in Congo. Despite the Dodd Frank Act which caused many companies to stop sourcing from Congo, Tata is still sourcing there." He also mentioned that the company is trying to find ways to measure the CSR impact.

As the day progressed, the second session then highlighted the various CSR perspectives.

Mr. Bernedine Bos, Head of Programmes and Projects at CSR Netherlands, spoke about how CSR Netherlands supports businesses, and SME’s in particular to develop CSR strategies. He stated that the objective is to facilitate companies to make their business models, including their supply chains sustainable. During the same session, Dr. Bhaskar Chatterjee, Director General & CEO , Indian Institute of Corporate Affairs (IICA), further elaborated on the Companies Bill. The Bill requires companies to spend at least two percent of the average net profits on their CSR Policy, and has regulations on how to implement and report on their CSR Policies.

His presentations revealed how CSR policies can vary, i.e., they can be merely facilitating or have an obligatory character; can encourage companies to contribute to society a percentage of profit or to make its business model sustainable (internalize negative external costs); and they can also focus on large corporations or SME’s.

Taking over the stage from Dr. Chatterjee, Mr. Roy, General Manager, GAIL, presented the company's efforts in the field of CSR. He said: "Besides several educational, health care and community development programmes, GAIL

Participants at Indo-Dutch Joint working Group meeting at Hague


also puts considerable efforts into making its production processes more environmentally sustainable."

Mr. Vaid, Vice President, Indian Institute of Company Secretaries (IICS), elaborated on the role of company secretaries in realizing good corporate governance. He pointed out that IICS is pivotal in the development of excellent professionals in the field of corporate governance in India.

Stressing on the CSR Measurement, Reporting and Accountability, the third session began with Dr. Chatterjee sharing thoughts on CSR measurement and reporting by companies. "There are various ways how companies report on CSR performance so sometimes a discrepancy arises between the information provided and the actual figures (window dressing). It thus makes it difficult for stakeholders to hold the companies accountable based on that information. A format of disclosure of the CSR performance data could be prescribed by law to make CSR data comparable and usable by both internal as well as external parties," said Dr. Chatterjee.

Supporting DR. Chatterjee’s observations, Mr. Singh, President, Institute of Cost Accountants of India (ICA), acknowledged new accounting rules as the need of the hour for responsible business reporting. He insisted that integrated reporting is not only about reporting on return on financial capital investments, but also on social and natural capital. It is, however, a challenge (journey) to formulate general and comparable CSR accounting rules, since sustainability efforts and policies (should) vary between sectors and even individual companies.

Participating in the session, Eszter Vitorino, Manager Governmental Relations of the Global Reporting Initiative (GRI), presented the GRI’s G4 sustainability reporting model. The model aims to harmonize CSR reporting tools and systems and help companies to present CSR information to its stakeholders accessibly. Koen Boone, Managing Director Europe of The Sustainability Consortium (TSC), was the next to discuss a different measurement and reporting model. He said that where the GRI’s approach is on company-level reporting, TSC assists companies in developing monitoring and reporting standards on product level.

Session in progress


Karen Maas, Professor and Programme Director at the Erasmus School of Accounting and Assurance (ESAA), then convincingly demonstrated that responsible businesses perform better overall than other companies. The focus of current research shifts, therefore, from ‘why’ to ‘how’ to implement CSR policy. Frans Evers, Chairman of the National Contact Point for OECD Guidelines (NCP), presented how the NCP mediates between companies and various stakeholders who identified actions that contradict the OECD Voluntary Guidelines on CSR. The NCP is, therefore, not only an instrument to hold companies accountable for their commitments under the OECD Voluntary Guidelines, but also a mechanism to achieve mutually agreeable solutions to perceived breaches.

Dwelling upon the Insolvency Practices, the fourth session of the day saw Mr. Jain, Chairman of the Institute of Chartered Accountants of India (ICAI), introducing the panel with a presentation on the vision of the ICAI on insolvency practices. As per him, insolvency of companies in India is not a regular practice, since the objective is to keep them up and running for as long as possible. In his opinion, though the new Companies Bill already contains some new provisions on the winding up of companies, a further update of insolvency legislation could be in order.

During the session, Mr. Arie van Eijsden, Deputy Director at the Ministry of Finance, also discussed the Dutch bankruptcy law, which is currently being revised. In principle, Dutch bankruptcy law is creditor-oriented, however, due to economic crisis it has shifted to become more debtor-oriented. Companies can be eligible for suspension of payments if a company is

viable (established by external expert), payment problems are of temporary nature, and it is to be expected that the tax debt will probably be paid in total.

The last session of the meeting emphasized on Corporate Governance Standards and Oversight wherein Ms. Budathoki, Executive Director of the National Foundation on Corporate Governance (NFCG), shared in her presentation the role of the NFCG in promoting good corporate governance practices in India. She stated that the new Companies Bill (2012) also contains provisions on corporate governance, such as regulations on Board independence, disclosure norms and audit.

Ms. Charlotte Wolff, Monitoring Committee of the Corporate Governance Code (MCCGC) / Ministry of Economic Affairs, shared how the corporate governance code in combination with hard law can provide a solid basis for good corporate governance. The code is an instrument of self-regulation, but implementation is monitored by a committee installed by government.

The extent to which corporate governance should be subject to voluntary guidelines or mandatory provisions was a matter of debate in the JWG. More research and knowledge-sharing was by-and-large the consensus.

Mr. Johan Scheffe, Netherlands Institute of Chartered Accountants, elaborated on the role of independent accountants in monitoring the financial statements of companies. The Dutch Corporate Governance Code lays down principles about the relation between external auditors, boards, and shareholders. n


Global Forum on Responsible Business Conduct, Paris

Over 80 distinguished speakers came together with 600 participants at the inaugural meeting of the Global

Forum on Responsible Business Conduct organised by OECD on June 26-27, 2013 at Paris. The forum brought together government, business, trade union, civil society, and international organization representatives to address the core challenge of how to do well while doing no harm in an effort to contribute

Events International

Principal Advisor, IICA; addressing the Global Forum participants

Government, business, trade union, civil society and international organisation representatives at the forum

to sustainable development and enduring social progress.

The inaugural meeting addressed the Rana Plaza tragedy as a matter of priority with the participation of a high-level delegation from Bangladesh led by the Minister of Foreign Affairs, Her Excellency, Dr. Dipu Moni.

Discussions were held in five thematic sessions, namely, Trends in Responsible Business Conduct; Bangladesh: The Way Forward and Implications for the Textiles Sector Globally; OECD Guidelines for Multinational Enterprises and the Global RBC Agenda; Responsible Business Conduct and the Financial Sector; Stakeholder Engagement and Due Diligence in the Extractive Sector; and two special events, including Disclosure and Reporting; and Responsible Business Conduct in the ICT Sector.

Each session of the Forum was purposefully structured as a panel discussion to encourage dynamic exchanges among participants from governments, businesses, trade unions, and civil society. The discussion arrived at the conclusion that RBC is a crucial element in inducing change and that the Global Forum, as the first multi-stakeholder platform for integrating corporate responsibility into the global economic agenda, can play an important and convening role.

Mr. Dhanendra Kumar, Principal Advisor, IICA, spoke at the inaugural session about the Indian approach to responsible business conduct and was part of the session discussing trends in responsible business conduct from across the world. He was accompanied by Ms. Chetna Kaura, Senior Research Associate, IICA. n


IICA at the European Commission

Mr. Dhanendra Kumar, Principal Advisor and Chief Mentor, School of Competition Law, IICA visited

the European Commission’s offices in Brussels on June 28, 2013. He was accompanied by Ms. Chetna Kaura, Senior Research Associate, Centre for Institutional Partnerships and Corporate Communications, IICA.

His first meeting was with Mr. Joaquin Almunia, Vice President European Commission and European Commissioner for Competition. Amongst other issues, Mr. Kumar and Vice President Almunia discussed the evolution of Indian competition law and the influence of EC competition law on the Indian regime; the forthcoming European Commission project to build capacity of IICA; the social and economic implications of competition law and the enhancement of consumer welfare through competition law. Also present at the meeting was Mr. Guillaume Loriot, Deputy Head of Cabinet of Vice President.

Thereafter, Mr. Kumar met Mr. Torben Toft, Principal Administrator, International Relations, DG Competition, European Commission. Both welcomed the appointment of Mr. Stanley Wong as the Team Leader and Key Expert for competition law and policy of the EC project which is a part of the Capacity Building Initiative for Trade Development (CITD) in India of the European Union. Details of the project were discussed as well.

Lastly, Mr. Kumar met the Deputy Chief Economist, Mr. Vincent Verouden and they discussed the use of economics tools in competition law cases; training of IICA staff on use of economics tools and techniques with a view to enhance in-house capacity to impart such training in India and the possibility of secondment of IICA staff to the office of the Chief Economist in Brussels. The two also discussed the availability and sharing of methodology of the assessment of impact of cases and support of EC in terms of tool-kits, research reports, Competition Law Journals, books, etc. to the School of Competition Law at IICA. Mr Andrea Amelio, Economist, DG Competition, European Commission also attended the meeting. n

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Dr. Dhanendra Kumar, Principal Advisor, IICA visits European Commission’s office at Brussels

Visit to the European Commission’s office at Brussels


Corporate Social Responsibility Brought to the Spotlight at IDFC Foundation’s 2nd Annual Conference

IDFC Foundation, a wholly-owned subsidiary of IDFC Limited (IDFC), India’s leading infrastructure financing intermediary,

organised its flagship annual conference to commemorate its second anniversary on September 5, 2013 at the Taj Mahal Hotel in New Delhi. Like its predecessor, the second annual conference also brought together participants from corporate India, academic institutions, non-government organizations and various government ministries and agencies to discuss a topic critical to the idea of nation building. The theme of the conference was “CSR (Corporate Social Responsibility) or SRC (Socially Responsible Corporates) - the route to nation building”. The timing for such a conference was apt since it followed the enactment of the new Companies Bill, 2012, (after notification - “the Companies Act, 2013” or “the Act”) by the Indian Parliament. The Act is the first major overhaul of company law since 1956 and has brought a special focus to CSR activities.

The inaugural session of the half day conference began with a welcome address delivered by Mr. Anil Baijal, Chairman, IDFC Foundation. Mr. Vikram Limaye Managing Director and CEO, IDFC, spoke about IDFC’s role in the process of nation building. This was followed by the keynote address delivered by the guest of honour, Mr. Sachin Pilot, Hon’ble Minister for Corporate Affairs, Government of India.

The Minister outlined the consultation process that had resulted in the drafting of the Bill. He emphasised that the huge social needs of the country require a socially responsive and responsible corporate sector and justified the provisions relating to CSR in the Act. He also indicated that the responsibility for ensuring compliance was placed with the Board of Directors of each company, thereby seeking responsible action on the part of corporates as part of the existing governance framework. The Hon’ble Minister ended his speech by inviting

3 Events National

Mr. Sachin Pilot at the IDFC Foundation’s 2nd Annual Conference


comments on the draft rules which would be put up on the website of the Ministry in the next few days. The inaugural session ended with closing remarks by Mr. Cherian Thomas, Chief Executive Officer (CEO), IDFC Foundation.

The inaugural session was followed by presentations by Mr. Nazeeb Arif, Vice President, Corporate Affairs, ITC Limited; Mr. S. K. Jain, General Manager, CSR and Head of NTPC Foundation and Mr. Cherian Thomas, IDFC Foundation on the CSR practices being followed at their respective companies. The model of ITC showcased how the company has successfully integrated CSR activities into its core business activities and have reaped benefits by creating value not only for the company but also for the social stratum engaged with the company. The model presented by Mr.. Jain, showed how NTPC’s CSR policies were integrated into the way it implements large power projects, benefiting, in particular, proximate communities. Mr. Thomas discussed how IDFC Foundation’s activities revolve around its mission of improving the delivery of public infrastructure services and involve research, advocacy, capacity building and programme support services for governments across various infrastructure sectors including social sectors.

This was followed by a panel discussion moderated by Mr. Anil Baijal. The panelists were Dr. Dipankar Gupta, Distinguished

Professor & Director, Centre for Public Affairs, Shiv Nadar University; Mr. Nikhil Pant, Chief Programme Officer, National Foundation for CSR at the Indian Institute of Corporate Affairs; Ms. Bharti Gupta Ramola, Partner, PriceWaterhouseCoopers India; Ms. Rohini Nilekani, Chairperson, Arghyam; and Mr. Ashish Dhawan, Founder & CEO, Central Square Foundation. The panel discussed the relevance of the provision of the Bill with respect to CSR in the current corporate environment. They advocated and appreciated the non-prescriptive nature of the CSR provisions in the Bill, however, they cautioned the law makers to put in place appropriate checks to prevent any misuse of the provisions by corporate entities. Post-discussion, questions from the audience were taken up.

The conference concluded with a vote of thanks delivered by Mr. Animesh Kumar, Co-CEO, IDFC Foundation.

About IDFC Foundation

IDFC Foundation was set up in March 2011 as a not-for-profit company under Section 25 of the Companies Act, 1956 to oversee and coordinate the various development activities being pursued by IDFC Ltd. The Foundation is a wholly-owned subsidiary of IDFC. IDFC Foundation seeks to enlarge the frontiers of infrastructure development through knowledge sharing, policy advocacy, capacity building and programme support services to both government and non government organizations. These activities would enable and facilitate IDFC's mission of nation building and reinforce its position as a credible player in the infrastructure space. n

Speakers at the IDFC Conference


In focus


Indian Oil Corporation Ltd.

IndianOil bowzer at domestic airport IndianOil retail outlet


In Focus: Indian Oil Corporation Ltd.

Indian Oil Corporation Limited

IndianOil is India’s flagship national oil company with business interests straddling the entire hydrocarbon value chain - from

refining, pipeline transportation and marketing of petroleum products to exploration and production of crude oil & gas, marketing of natural gas and petrochemicals. It is the leading Indian corporate in the Fortune ‘Global 500’ listing, ranked at the 88th position in the year 2012.

The IndianOil group accounts for dominant petroleum products market share, national refining capacity and downstream sector pipeline capacity in India. With over 34,000 strong workforce, IndianOil has been helping meet India’s energy demands for over five

decades. With a corporate vision to be the Energy of India, IndianOil closed the year 2012-13 with a sales turnover of Rs 4,14,909 crores and profits of Rs 5005 crores

Since the beginning in 1964, IndianOil has evolved into a full- fledged energy company of India, having significant presence in R&D, E&P, Petrochemicals, Natural Gas, Nuclear Power and Renewables. Having set up subsidiaries in Sri Lanka, Mauritius and the UAE, IndianOil is scouting for new business opportunities in the energy markets of Asia, Africa and North America. At present, IndianOil has participating interest in 10 overseas and 13 domestic blocks.

Born from a vision of achieving self-reliance

IndianOil Refinery at Haldia


in oil refining and marketing of the nation and also moving with the times, IndianOil has the proud possession of the world’s oldest running refinery with an illustrious legacy of over 100 years (the Digboi Refinery commissioned in 1901) and also the upcoming Paradip Refinery, which when commissioned would be one of the most modern and complex refineries.

IndianOil owns and operates 10 of India’s 22 refineries with a group refining capacity of 65.7 MMTPA. The capacity utlization of the refineries at 54.56 MMT exceeded 100 per cent for the sixth consecutive year, distillate yield improved to a record 78.1% and energy efficiency levels of the refineries recorded the best MBN of 56.3 during the year. IndianOil continuously endeavours to process cheaper and better forms of crude. This has resulted in processing 53.3% in 2012-13 of high sulphur crude and further enlarging the crude basket to include high TAN and heavy crudes with API as low as 21°. All IndianOil refineries fully comply with the statutory

requirements and several Clean Development Mechanism projects have been initiated to ensure sustainable operations.

IndianOil’s cross country network of crude oil, gas and product pipelines, spanning more than 11,000 km with a total capacity over 77 MMTPA (excluding gas pipelines capacity of 9.5 MMSCMD), the largest in the country, helps in meeting the vital energy needs of the country in an efficient, economical and environment-friendly manner.

Natural gas pipelines are increasingly emerging as the new opportunity for the Corporation. IndianOil in consortium with GSPL,BPCL and HPCL , is participating in setting up three gas pipelines from West and East to North of the country.

IndianOil has a keen customer focus and a formidable network of customer touch-points dotting the landscape across urban and rural

SCOPE meritorious award for Corporate Governance


India. It has over 22,000 petrol and diesel stations, including Kisan Seva Kendras, exclusively designed for rural markets. IndianOil has a portfolio of much-loved energy brands that includes Indane LPG, SERVO Lubricants, XtraPremium Petrol, XtraMile Diesel and Propel Petrochemicals. Validating the trust of millions of motorists, IndianOil has been voted the ‘Most Trusted Petrol Station Brand’ for the year 2012-13.

With the countrywide network of sales points, backed by bulk storage terminal, depots, aviation fuels stations and LPG bottling plants, IndianOil serves every nook and corner of the Indian subcontinent. Indane LPG is present in almost all markets through a network of 6,467 (including 944 RGGLVs) distributors. A network of bulk consumer pumps are also in operation for the convenience of large consumers. The Corporation ISO-9002 certified Aviation Service is the leader in aviation fuel business in India, successfully meeting the needs of domestic and international flag carriers, private airlines and the Indian Defence Service.

IndianOil has world-class R&D competencies and with 254 active patents is perhaps, Asia’s finest. The Corporation has undertaken pioneering research in lubricant formulations, refinery processes, pipeline transportation and alternative fuels. The R&D Centre also serves as a nodal agency of the Indian hydrocarbon sector for ushering in a Hydrogen fuel economy in India. The Centre has recently ventured into petrochemicals, solar energy and bio-energy based research projects. IndianOil’s R&D Centre has commissioned India’s first integrated lignocellulosic biomass to ethanol pilot plant with the technological support of National Renewable Energy Laboratory of USA. Another breakthrough was achieved with the successful demonstration trial of co-processing of Jatropha oil along with diesel feed in DHDT unit of the Corporation’s subsidiary, CPCL refinery.

The 54th AGM of IndianOil was organised at Mumbai recently

LPG pipeline at Kohand


IndianOil is now the second largest player in the domestic petrochemicals market. Petrochemicals are exported to new markets in Latin America, CIS countries and Europe. New grades of Polyethylene/Polypropylene have been developed in-house for niche application segments to deliver more value to customers. The Corporation places a major thrust to enter the substitution market. IndianOil’s Butadiene Extraction Unit and Butene - project at Panipat are under steady progress. The Corporation is also setting up the country’s first Styrene Butadiene Rubber (SBR) unit in Panipat, which has reached advanced stages of implementation.

The Corporation’s gas business has been growing steadily and awaits moving on to the next level as the country presents huge opportunities in the gas segment. In addition to the cross -country gas pipelines and LNG import terminal at Ennore, IndianOil has adopted a consortium approach

and is partnering with other players to build City Gas Distribution (CGD) networks across the geographical areas identified by PNGRB.

IndianOil’s E&P portfolio consists of 13 domestic and 10 overseas blocks. During the year 2012-13, discoveries were reported in two overseas and one domestic well. The Corporation also has 10% working interest in producing shale oil condensate asset in USA along with OIL. IndianOil is scouting for suitable investment opportunities across the globe and with the experience gained and in-house capabilities developed so far, the Corporation is on much firmer ground to seize appropriate opportunities.

IndianOil has forayed into alternative energy options such as wind, solar, bio-fuels and nuclear power. The solar power initiative is being spearheaded on a pilot basis in Orissa, Karnataka and the North East. IndianOil has

IndianOil bowzer fuelling an international aircraft


also entered into an agreement with the Nuclear Power Corporation of India Ltd. The Corporation has one of the largest captive plantations for bio-fuel production in India which is underway in Chhattisgarh and Madhya Pradesh.

A number of mitigation actions such as commissioning of rain water harvesting systems, solarisation of retail outlets, installation of organic waste converters, organizing carbon-neutral events, sustainability seminars and conducting awareness generation programmes are initiated regularly at IndianOil.

Sub-sea pipeline

Bagging of PROPEL products


Hon’ble MoS, MoP&NG, Ms. Panabakka Lakshmi at CO with Mr. RS Butola, Chairman, IndianOil

CSR initiative, Sachal Swasthya Sewa


IndianOil maintains continuous thrust on energy conservation at all its refineries and units through extensive performance monitoring and by keeping abreast of the latest technological developments and global best practices. The energy conservation schemes implemented during 2012-13 have resulted in an estimated fuel savings of Rs 450 crore.

Caring for the community has always been a cornerstone of IndianOil’s operations and the Corporation has always tried to align its interest with national priorities. IndianOil has a concerted social responsibility programme to partner communities in health, family welfare, education, environment protection, providing potable water, sanitation and empowerment of women and marginalised group. The Corporation’s flagship health initiative, Sachal Swasthya Sewa- mobile medical service, operating in select districts of Andhra Pradesh and Uttar Pradesh, has proved to be a resounding success, catering to the primary healthcare needs of rural India. The expansion of the Cancer hospital of the Tata Medical Centre at Kolkata, by addition of 250 beds cater to the population in the eastern part of India. The 200 bed hospital

at Digboi and the Assam Oil School of Nursing cater to the needs of the locals in the far flung North East. The Industrial Training Centre at Digboi, under the aegis of National Council for Vocational Training (NCVT), offers 68 seats in various Industrial Trade disciplines. Students on successful completion of various courses at the Centre are absorbed in various Public & Private sector organisations.

IndianOil has always been at the forefront of in times of national emergencies. IndianOilPeople have time and again rallied to help victims of natural calamaities, maintaining an uninterrupted supply of petroleum products and contributing relief and rehabilitation measures.

IndianOil is committed to conduct its business with strong environment conscience, ensuring sustainable development and enriching the quality of life of its employees, customers, stakeholders and the community at large. As the starling public sector enterprise of India, IndianOil has successfully combined its social agenda with its business offerings, meeting the energy needs of millions of people every day, across the length and breadth of the country.n

IndianOil receiving the ICSI award for Corporate Governance


‘Two Day Residential Training on Competition Law Organized for Public Sector Oil Marketing Companies’

The School of Competition Law, and market revolution IICA organized a “Two-day residential training course on Competition

Law for Public Sector Oil Marketing Companies” on August 02nd and 03rd, 2013 at the IICA Campus, Manesar for fulfilling the imminent training needs of the officials and decision makers at the public sector oil marketing companies, the course help the participants understand and apply competition law compliance principles in their commercial transactions.

Designed for senior and mid-level executives and officials working on compliance, regulatory, marketing and commercial aspects, the training witnessed the participation of distinguished guests representing the regulatory authorities, industry, and government.

The training aimed at making the course participants aware about the competition law principles so that they orient their practices, conduct, business strategies, and policies consistent with the provisions of competition law.

Eminent dignitaries present during the inaugural session included Dr. Geeta Gauri (Member, Competition Commission of India); Mr. S. Krishnan (Chairperson, Petroleum and Natural Gas Regulatory Board); Shri. R S Butola (Chairman, Indian Oil Corporation Limited); and Dr. Bhaskar Chatterjee (DG & CEO, IICA).

Extending a warm welcome to the distinguished guests, invitees, and participants in the inaugural

session, Dr. Chatterjee elucidated the role and functions of the IICA. He said that capacity building for public-sector enterprises and government departments is also the core mandate of the IICA and wished that the training course fulfills the objective.

Mr. Butola highlighted the complex nature of the oil industry, which requires deep understanding of the sector and added that the dynamics of the sector are internationally influenced and, therefore, redressal of any issue requires understanding in the international context. He also congratulated the IICA for organizing the training programme which provided a platform to the executives of the public sector OMCs to enrich their decision-making skills in compliance issues and commercial transactions.

Dr. Gauri, in her key note address, highlighted the concept of competitive neutrality and its applicability in public sector enterprises. She explained what constitutes an enterprise and also commercial activity for the purpose of application of Competition Law. Further, she stated that the interventions on the part of the CCI are an attempt to facilitate a more competitive market structure and thus consumer welfare.

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Mr. R.S.Butola, Chairman, Indian Oil Corporation Limited; Dr. Bhaskar Chatterjee, DG & CEO,IICA; & Dr. Geeta Gauri, Member, Competition Commission of India


Mr. Krishnan, in his concluding remarks, highlighted the importance of capacity building in the present day context and added that the role of regulators should be neutral and should seek to balance the competing interests of the parties. He discussed the regulatory landscape within which both private and public sector oil marketing companies operate and the approach of regulators towards the creation of a level playing field.

The resource person for the training course consisted of professionals from diverse backgrounds involved with the practice of competition law and related aspects and included Dr. Ram Tamara (Economist); Mr. Sandeep Varma (Director, Ministry of Defense); Mr. Samir Gandhi (Partner, AZB); Ms. Shweta Shroff (Partner, Amarchand Mangaldas); Mr. P K Purwar (Director Finance, MTNL); and Mr. Manas K Chaudhuri (Partner, Khaitan Co.)

The training started on August 01, 2013 when the course participants were welcomed by Mr. Dhanendra Kumar (Former Chairperson CCI and presently Principal Advisor, IICA and Chief Mentor, School of Competition Law) through the virtual medium. During his address, Mr. Kumar emphazised the need for a strong in-house competition law compliance regime by oil marketing public sector enterprises. He also took the opportunity to inaugurate and launch the ‘IICA School of Competition Law Case Series’. Later, the Course Director Dr. Navneet Sharma, made a presentation on the overview of the competition law regulatory regime.

The two-day training course was divided into

six academic sessions dealing with six thematic areas related to the application of competition law to the public sector oil marketing companies: ‘Impact of Regulatory Regime in Oil and Natural Gas Sector on Competitive Environment’; ‘Public Procurements and Competition Law’; ‘Anticompetitive agreements’; ‘Abuse of Dominance’; ‘Combinations’; and ‘Voluntary Self Compliance’.

Mr. Vivek Rae (Secretary, Ministry of Petroleum and Natural Gas) chaired the valedictory session while Mr. A.M.K Sinha (Director, Indian Oil Corporation Limited) was the Guest of Honour. Mr. Rae complimented IICA for launching a customized course on issues that affect the oil marketing companies. He emphasised on the need for such initiatives being taken up in order to have a better understanding of the legal framework in which public sector oil marketing companies are operating. Shri Sinha explained the various factors associated in the oil market that impact the market structure and spoke about the need to understand the competition law. Further, he expressed his appreciation towards the IICA for organizing this much needed capacity building initiatives for the oil marketing companies.

The valedictory session concluded with the distribution of certificates and mementos. n

Training participants with IICA staff Participants of the events

Participation Certificates given to the participants


Seminar on CSR: Companies Bill 2012 & Impact of Section 135

Federation of Indian Chamber of Commerce and Industry (FICCI) in partnership with Indian Institute of Corporate Affairs

(IICA) organized a seminar on “Corporate Social Responsibility – Companies Bill 2012 and Impact of Section 135” at Mayfair Banquet, Mumbai on August 07, 2013.

The much awaited Companies Bill, 2012 was passed by the Lok Sabha on December 18, 2012, replacing the 56-year-old Companies Act, 1956. It seeks to consolidate and amend the law related to the companies and intends to improve corporate governance and further strengthen regulations for corporates. The Bill is divided into 29 chapters, 470 clauses and 7 schedules. One of the key highlights of the Bill is Section 135 related to Corporate Social Responsibility.

Organized with the objective of bringing more awareness among industry stakeholders about various changes being brought through Companies Bill 2012 with respect to how companies spend on CSR activities and what kind of activities qualify for compliance, the seminar was attended by over 90 industry representatives.

Dr. Bhaskar Chatterjee, DG and CEO IICA; Mrs. Rajashree Birla, Chair, FICCI committee on CSR and Director, Aditya Birla Group; J S Saharia, Additional Chief Secretary – Education and Sports, Government of Maharashtra; Rashesh Shah, Chairman, FICCI-Maharashtra State Council and Kumar Iyer, British Deputy

High Commissioner, Western Region and Director General, UKTI were among the several luminaries who spoke during the inaugural session of the seminar.

Dr. Bhaskar Chatterjee, DG and CEO, IICA, said: “The active support and participation of business associations and chambers of commerce in this unique endeavor would be crucial for the CSR agenda to succeed. They could act as hubs to further facilitate a process of constructive engagement and collective action with their respective organizations.”

Mrs. Rajashree Birla, Chair, FICCI committee on CSR and Director, Aditya Birla Group said: “In the businesses in which you operate, you measure the return on investment, or ROI as

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Dignitaries at the CSR Seminar in Mumbai


you would all understand it. In the CSR plans, you must measure the difference you have made, to the lives of a marginalized people. The ROI is the turnaround of thousands of human beings, from abject poverty to getting the basics of life, from dependency to a state of self assuredness, and from backwardness to progress. All this, and their new found dignity is absolutely uplifting.”

Rashesh Shah, Chairman, FICCI, Maharashtra State Council said that CSR should CSR should not be looked upon as a binding legal requirement but a commitment to be imbibed in the corporate culture which contributes substantially towards betterment of society holistically. He further added that the engagement and exchange of ideas with the industry in the seminar would bring a mutually beneficial outcome both for the industry and the society.

An interactive session with Dr. Bhaskar Chatterjee, DG & CEO IICA was organized post the inaugural session where he gave a presentation and discussed various issues in detail with the industry. He also clarified several doubts of industry representatives regarding activities which did or did not qualify for the CSR spend.

The third session in the seminar was a Panel Discussion on Integrating Social Delivery into Business: Impact of Section 135. Moderated by Mr. Nikhil Pant, Chief Programme Officer, National Foundation for CSR, IICA, perspective from Government, Industry and NGOs were deliberated during this session. Held with an objective to deliberate on the inclusion of various activities listed under Schedule VII of Section 135, identify ways to integrate CSR in business strategies and strengthen the delivery

mechanism to make genuine social impact, the session also disseminated information on the salient features of the Act. Through the session, the participants developed a better understanding of the legislation, and expressed a desire to adopt it in letter and spirit during implementation.

Panelist for the session were M. A. Kuvadia, Regional Director, Ministry of Corporate Affairs; Nusrat Pathan, Head – CSR, HDFC Bank; Praveen Aggarwal, Chief Operating Officer, Swades Foundation; Ms. Sonal Desai - General Manager – CSR, HPCL; John Clement, Head-Special Projects, Magic Bus Foundation; and Vidya Shah, Chief Executive Officer, EdelGive Foundation. n

Dr. Bhaskar Chatterjee, DG & CEO IICA addressing the participants at the seminar

Panel of speakers at the event

Mr. Nikhil Pant, Chief Programme Officer, National Foundation for CSR, IICA sharing his view.


National Conference on Companies Bill 2013 Held at Hyderabad, Delhi, Mumbai & Guwahati

The National Conference on Companies Bill 2013 was held in Hyderabad, Delhi, Mumbai, and Guwahati on July 26, 2013;

August 14, 2013; August 21, 2013; and September 27, 2013; respectively.

HyderabadHeld at Hyderabad in collaboration with the Institute of Public Enterprise (IPE), the conference was well attended by officials from various public sector organizations and corporates of Andhra Pradesh. Eminent speakers at the event included Chartered Accountants, Cost Accountants, and Management Accountants. Prof. R K Mishra, Director, IPE was the Guest of Honour at the conference.

The inaugural session of the seminar kick-started with a welcome note by CS T. Anil Kumar, Program Coordinator. It also comprised

an address by Dr. SK Mathur, Professor & Senior Faculty, IPE while Professor PRR Nair, Head, Centre for Responsible Corporate Governance, IICA, New Delhi, delivered the key note address and spoke about the salient features of the Companies Bill, 2012. CS Ramakrishna Gupta, Chairman Hyderabad Chapter of ICSI; CA Tirupathaiah Yarra, Chairman Hyderabad Chapter of ICAI; CMA BL Kumar, Chairman Hyderabad Chapter of ICMAI also presented their views in the inaugural address.

Three technical sessions were held during the day. The first technical session discussed topics such as Role, Responsibilities & Accountability of Independent Directors & Board Procedures & Corporate Governance and Enhanced Disclosure Norms and Secretarial Standards by CS PS Rao, PS Rao & Associates Company Secretaries and CS AV Rao, Secretary in whole time practice, AV Rao & Associates, Company Secretaries & Member, SIRC, respectively. Corporate Social Responsibility and Auditors, Cost Audit and the Companies Bill were discussed in the second session by Mrs. Punam Singh, Faculty, IPE, Rao; and CMA Jitendar Rao, Rao & Associates Cost Accountants, respectively.

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Eminent dignitaries at the conference


The third technical session dwelt upon topics like Shareholders Empowerment & Minority Rights & Class Action Suits by MR. LVV Iyer, LVV Iyer & Associates and StringentPenal Provisions, SFIO & Special Courts by Mr. Narendra Kumar Bhola, Regional Director, MCA, Hyderabad.

A valedictory address was given by Dr. Bhaskar Chatterjee, DG & CEO, IICA who spoke at length on Corporate Social Responsibility (CSR). Dr. Shital Jhunjhunwala, Faculty, IPE, concluded the seminar with a vote of thanks.

New DelhiThe “National Conference on Companies Bill 2013 - Understanding New Law in a Day” was held in New Delhi at Hotel Le Meridien on August 14, 2013 in collaboration with the Corporate Knowledge Foundation (CKF). It was attended by 132 participants and Probationary Officers’ of ICLS Academy. Eminent speakers

conducted four technical sessions on various subjects.

Inaugural session of the conference was started with a welcome

address by Mr. GP Madaan, CEO, CKF.

Speakers at the session included Mr. Pavan Kumar Vijay, MD, Corporate Professionals & Past President, ICSI; Mr. OP Vaish, Senior Advocate & Founder, Vaish Associates Advocates; Mr. Prithvi Haldea, MD, Prime Database; Ms. Renuka Kumar, Joint Secretary, Ministry of Corporate Affairs; Mr. Vinod Dhall, Former Secretary, MCA & Former Chairman, CCI; and Mr. Anurag Goel, Former Secretary, MCA, and presently Member, CCI.

Prof. PRR Nair, Professor & Head, Centre for Responsible Corporate Governance, IICA delivered the concluding remarks of the inaugural session.

Two topics discussed during the first technical session were Overview of New Companies Bill by Mr. Pavan Kumar Vijay, MD, Corporate Professionals & Past President, ICSI and Investor Protection & Shareholder’s Empowerment by Ms. Vijaya Sampath, Senior Partner, Lakshmikumaran & Sridharan.

Mr. KL Chugh, Chairman, Emeritus ITC Limited chaired the second technical session of the day. Ms. Preeti Malhotra, ED, Spice Group and Past President, ICSI spoke about Corporate Governance, Independent Directors while Mr. N K Jain, Former Secretary & CEO, ICSI discussed the Enhanced Disclosure Requirements.

Topics such as Auditors, Accounting & Audit Dr. Bhaskar Chatterjee DG & CEO,IICA delivering the valedictory address

Speakers & participants at the National Conference on Companies Bill 2013


Standards by Mr. Amarjit Chopra, Past President, Institute of Chartered Accountants of India (ICAI); Transitional Issues for JVs, MNCs & WOS by Mr. Hitender Mehta, Partner, Vaish Associates Advocates; and Corporate Social Responsibility by Dr. Bhaskar Chatterjee, DG & CEO, IICA, were discussed at length.

The last technical session shed light on Fast Track M&As, Empowered SFIO, and Class Action Suits & Special Courts, NCLT by prominent speakers Mr. Inder Mohan Singh, Partner, Amarchand & Mangaldas & Suresh A Shroff & Co; Ms. Akila Agrawal, Partner, Amarchand & Mangaldas & Suresh A Shroff & Co; and Mr. UK Chaudhary, Senior Advocate, Supreme Court of India and Past President, ICSI.

MumbaiHeld at JW Marriot, Mumbai in collaboration with Corporate Knowledge Foundation (CKF), the National Conference on Companies Bill 2013 was attended by 182 participants. The inaugural and the first technical session started with a welcome address and overview of New Companies Bill by Mr. G P Madaan, Founder & CEO, Corporate Knowledge Foundation and Co-Chairman, Assocham National Council for M&A. Provisions related to Independent Directors were then discussed by Dr. S D Israni, Senior Partner, SD Israni Law Chambers. Mr. J N Gupta, Former ED, SEBI & MD, Stakeholders & Empowerment Services, spoke about Corporate Social Responsibility. The inaugural session ended with concluding remarks of Prof. PRR Nair, Professor & Head, Center for Responsible Corporate Governance, IICA.

Second technical session of the conference highlighted aspects on Corporate

Restructuring, Mergers & Acquisitions, Board Procedures, and Rotation of Auditors, Restriction on Advisory Services by Auditors, NFRA by eminent speakers including Mr. Nischal Joshipura, Partner, Nishith Desai Associates; Mr. Nihar Jambusaria, Senior Vice President, Reliance Industries Limited & Central Council Member, ICAI; Mr. Rajkumar S Adukia, Partner, Adukia & Associates & Central Council Member, ICAI.

The third technical session covered topics such as Accounting & Auditing Standards, Corporate Governance under Bill & Clause 49 of Listing Agreement, and Shareholders Agreements, JV (including foreign partners) and other Transactional Issues where Mr. Huziefa Unwala, Founder, Verita Management Advisors Private Limited; Dr. V R Narasimhan, Chief Regulations, National Stock Exchange Limited; and Mr. Lalit Kumar, Partner, J Sagar Associates.

Fourth technical session comprised a special address by Mr. Ashish Chauhan, MD & CEO, Bombay Stock Exchange Limited. Mr. J N Gupta, Former ED, SEBI & MD, Stakeholders and Empowerment Services; Ms. Geetika Anand, Company Secretary & Compliance Officer, Pantaloons Fashion & Retail ltd. and Mr. Sanjay Asher, Partner, Crawford Bayley & Co. also shared their thoughts on Investor Protection & Shareholder’s Empowerment, Enhanced Disclosure Norms, and Class Action Suits & Special Courts, respectively.

GuwahatiThe Centre for Responsible Corporate Governance, IICA, organized a National Seminar on Companies Act 2013 in collaboration with Indian Chamber of Commerce, Guwahati on September 27, 2013


at Hotel Gateway Grandeur on G. S Road. Mr. Ishantor Sobhapandit, Regional Director, Indian Chamber of Commerce – NE Initiative, delivered the introductory remarks which were followed by a welcome address by Prof. P.R.R Nair, Head, Centre for Responsible Corporate Governance, IICA, during the inaugural session.

During the first technical session, Dr. S. Kumar, Legal Advisor, IICA, pointed out the Salient Features of Company’s Act 2013 and their implications on Companies. The second technical session by Ms. Gayatri Subramaniam, Convener, NFCSR, IICA emphasized on Corporate Social Responsibility – Provisions in the New Act. Conducted by Dr. Kumar, the third and the fourth technical sessions centred on Rotation of Auditors, Accounting , Auditing Standards and Transparency; and

Provisions Related to Independent Directors - their Role, Accountability & Board Procedures, respectively. Prof. P R R Nair, Head, CRCG, IICA, spoke about Corporate Governance – Highlights in the New Company’s Act in the fifth technical session. The sixth and the last technical session of the day conducted by Shri Nilimesh Baruah, Director, SFIO, MCA discussed Shareholders’ Empowerment & Minority Rights & Stringent Penal Provisions, Empowered SFIO, Special Courts.

National CSR Summit 2013 on “CSR :A Value Proposition for Business” was held on September 23, 2013 at the India Habitat Centre, New Delhi. The programme was organized by M/s. Shikhar and Institute of International Studies and Research, in collaboration with IICA.

Prof P R R Nair, Head, Centre for Responsible Corporate Governance was a key note speaker on “Public Private partnership approaches in CSR: Myth or Reality”. The Valedictory session of the seminar was addressed by Mr. Tariq Anwar, Hon’ble Minister of State for Agriculture & Food Processing Industries, Govt. of India. n

Corporate Knowledge Foundation, (CKF) one of the leading law firms, has started a new website in respect of companies Act 2013. The website was inaugurated today in a function held at New Delhi. The function was presided over by Ms. Renuka Kumar, Jt. Secretary, and Ministry of Corporate Affairs. Member of our Board of Governors, Sri Prithivi Haldea and Prof. P R R Nair, Head, Centre for Responsible Corporate Governance (CRCG), IICA were Guests of Honor on the occasion.

Prof. P.R.R Nair, Head, Centre for Responsible Corporate Governance, IICA

Lighting of the lamp


The day long National Conference on Clause-135 held at ITC Grand Chola, Chennai on July 16, 2013 was

a resounding success with more than 75 participants representing companies across different sectors and geographies, Board of Directors, company secretaries and head of foundations amongst others. After the passage of the Bill, the corporate representation at the conference would contribute more than INR 1,000 crore to CSR projects annually.

The Indian Institute of Corporate Affairs (IICA) was the knowledge partner for the conference which was supported by the British High Commission, Madras Chamber of Commerce and Industry, NASSCOM Foundation and driven by NextGen- The Sustainability Management company from IIM-Bangalore.

Mr. T. Shivaraman (President, MCCI, and Managing Director and CEO, Shriram EPC Ltd) delivered the welcome speech while Mr. Jamie Cribb (Deputy Head of Mission and Head of

UK Trade and Investment Chennai, British High Commission) gave the introductory remarks.

Dr. Bhaskar Chatterjee (DG & CEO, IICA) delivered the key note address and highlighted the catalytic role of the Bill in creating an enabling environment for well-structured, long-term CSR strategies and projects that can effectively solve the social, economic, and environmental issues in the country. Speaking on key aspects like Philanthropy vs CSR vs Business As Usual, CSR in the Indian Scenario and the Regulatory Landscape, and Details on Clause-135, he also highlighted several important provisions in the Bill on CSR Policy and spending by companies. Dr. Chatterjee explained at length

National Conference on Complying & Leveraging Clause-135 of Companies Act, 2012 for Maximum Impact

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Participants at the National Conference

Dr. Bhaskar Chatterjee DG & CEO,IICA highlighting the catalytic role of the Bill


the government’s thought process in the form of the latest version of the Draft CSR Rules which have been widely shared across the country with all concerned in order to receive feedback. His in-depth presentation was followed by an elaborate Q&A session with participants who had a number of queries on Clause 135.

The Q&A session was followed by an address from Mr. Madhavan, CEO, Cognizant Foundation and Ms. Vidya Shankar, Trustee & Honorary CEO; Shriram Foundation on CSR strategies and programmes in the organizations and the impact of Clause 135 on the companies. A panel discussion was then led by Ms. Rita Soni (CEO, NASSCOM Foundation) to garner global and local perspectives from leading MNCs on their CSR best practices as well as specific challenges they would face as MNCs in the implementation of Clause 135. Members at the panel included Ms. Archana Raghuram, Director Outreach, Cognizant; Ms. Gayathri Mohan, Managing Trustree, Steria India Foundation and Vice President, CSR India Steria; and Mr. Manivannan, CEO, Desi Crew.

A clear message which came across through the conference was that corporates wanted to be guided along closely in the implementation of Clause 135, and the session with Dr. Bhaskar Chatterjee proved an immense help in providing clarity to the corporates for the future.

Mr. Nikhil Pant, Chief Programme Offficer, National Foundation for CSR (NFCSR) at the IICA presented the way forward and shared how the NFCSR was gearing up for the rollout of the CSR agenda in the country. He said the organization is developing a national NGO hub to facilitate projects, evolving a data analysis

portal for CSR research, initiating CSR trainings and consultancies, setting up a CSR Gateway, facilitating collaborative projects through a ‘Cloud’ and taking up sustainability at the national level. Mr. Pant emphasized that IICA’s dialogue with the industry and civil society in context with the CSR Bill had created much awareness on the subject and the rollout of the new agenda was likely to happen due to compliance or the market, or both.

The conference provided a common platform for all the different stakeholders of Clause 135 offering an opportunity to express their perspective and concerns and driving them to work towards collaborating for a better overall impact of the Clause.

Mr. Abhishek Humbad, Director, NextGen concluded the eventful day with a vote of thanks. n

Mr. Jamie Cribb, Deputy Head of Mission and Head of UK Trade and Investment Chennai, British High Commission, giving the introductory remarks


Hon’ble High Commissioner of Mauritius, Dr. Arye Kumar Jaessur, GOSK Visits IICA Campus, Manesar

IICA hosted the visit of Hon’ble High Commissioner of Mauritius, Dr. Arye Kumar Jaessur, GOSK on July 24, 2013. Mr.

Joyker Nayeck, Deputy High Commissioner, Dr. Pradipsing Dinassingh, Counsellor, Trade and Economic Affairs also accompanied the High Commissioner.

Dr. Bhaskar Chatterjee, DG & CEO, IICA welcomed the dignitaries and also took them on a tour of IICA’s sprawling campus. The Heads of the Schools and Centres and the academic staff of the institute were introduced to the dignitaries.

India and Mauritius share a deep cultural relationship and a common ethos towards human values and development. Both the

countries have a long history of cooperation on a number of bilateral issues including finance and business. A large number of Indian companies are engaged in business in Mauritius and Mauritius serves as one of the biggest FDI partners of India.

Understanding the dynamics of business vis-a-vis the ongoing global debate on business responsibilities is essential to ensure that the bilateral cooperation in the area of business results in shared long-term value for both the nations. At the same time, it is important to understand the perspective of the countries on the role of business in economic and social development and also make an effort to bring about common understanding among the stakeholders of both nations. n

Steering Committee of NFCSR Holds First Meeting at IICA

Steering Committee of National Foundation for Corporate Social Responsibility (NFCSR) held its first meeting on August

13, 2013 at the Conference Room of Indian Institute of Corporate Affairs, Manesar.

The Ministry of Corporate Affairs established the National Foundation for Corporate Social Responsibility (NFCSR) in Indian Institute of Corporate Affairs. Overall mission of the foundation is to help create a national platform for the corporate sector to work in partnership with the Government, Non-Governmental and Civil Society Organizations and local

community organizations and to work together to collaborate in the field of CSR.

Large scale strategic communication will be undertaken by NFCSR to raise awareness on Corporate Social Responsibility by providing research, training, practice, capacity building, standard setting, advocacy, rating, monitoring, recognition and related support in the field.

In order to effectively execute the policies and programs, NFCSR has a sound internal governance structure capable of delivering the intended outcomes. n

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NGO Meet for National Foundation for Corporate Social Responsibility (NFCSR)

With the passage of the Companies Bill in Parliament and with its new provisions of Corporate Social

Responsibility (CSR), a big paradigm shift has made its way in the development initiatives of the corporate sector. The shift has been possible due to the initiatives undertaken by the government, financial institutions, NGOs, and other stakeholders. With the new game change, companies definitely need to reconsider their CSR strategy.

A meeting of big NGO consortia was held at IICA, Manesar on August 21, 2013. Around 15 NGO consortiums participated in the meeting and brainstormed about the role that NGOs could play in the National agenda of CSR.

Even though the Government is urging corporates to spend 2 percent of their profits, by and large, the instrumentality for operationalisation of such projects or programs will be through and with the collaboration of NGOs or CSOs with established track records. Therefore, corporates would be in search of good implementing agencies which are able to deliver the required impact at the field level.

One of the primary mandates given to the National Foundation for Corporate Social Responsibility (NFCSR) (established by Ministry of Corporate

Affairs at the Indian Institute of Corporate Affairs) is to provide a bouquet of services for the effective implementation of CSR Strategies or Projects or Programmes. For corporates to connect with good quality and well established Implementing agencies, IICA proposes to set up an NGO HUB with the primary purpose of generating a database of implementation partners (NGOs) with information about their geographical presence, area of work, previous projects executed; database of agencies conducting baseline surveys, impact assessments and social audits; formulating a comprehensive system for the empanelment of NGOs, CSOs, or Social Entrepreneurs; developing empanelment mechanism that is transparent and accountable, in order to assess and empanel NGOs and other agencies; initiating a continuous online registration process for empanelment of NGOs and other agencies; creating, strengthening and managing partnerships with NGOs and Corporates; evolving suitable mechanisms for continuous and comprehensive documentation of CSR Projects or activities, thereby, enabling and facilitating the preparation of case studies of diverse practices; exploring possibilities of, and to promote cutting edge research in the field of CSR; and taking concerted steps for the training and development of comprehensive skill enhancement of NGOs, CSOs, or Social Entrepreneurs. n

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Dr. Bhaskar Chatterjee addressing the conference


Lecture on Social Issues and CSR by Dr. S. Y. Qurashi

The Indian Institute of Corporate Affairs (IICA) organized a lecture on Social Issues and CSR by Dr. S.Y.Qurashi,

Former Chief Election Commissioner of India on July 29, 2013 at IICA Campus, Manesar.

Ms. Lata Suresh, Programme Coordinator and Librarian, IICA, delivered the introductory remarks and welcomed Dr.S.Y.Qurashi, Dr Bhaskar Chatterjee, Director General & CEO, IICA and all the officials of the institute present on the occasion.

Addressing the gathering, Dr.Qurashi gave a detailed presentation on Social Issues & CSR. He spoke about every possible social issue that prevails in the country such as poverty, unemployment, lack of education, hunger, sanitation, and women’s health.

Dr. Bhaskar Chatterjee, Director General and CEO, IICA concluded the lecture with a vote of thanks to the experts and appreciated the efforts made by the programme coordinators for organising the event. n

Indian Institute of Corporate Affairs Organized a talk on “Art of Happiness” by Col.Parmesh K Royal on August 13, 2013.

Indian Institute of Corporate Affairs Organized another motivational talk on "Justice Judocracy & Democracy - Boundaries & Breaches” by

Shri Sudhanshu Ranjan, Senior Journalist & Correspondent, Doordarshan on August 19, 2013. The programme was sponsored by Taylor and Francis - Routledge Group.

Both the occasions were graced by Dr. Bhaskar Chatterjee, DG& CEO,IICA n

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Dr. Bhaskar Chatterjee giving his introductory remarks

Dr. S.Y.Qurashi, Former Chief Election Commissioner of India


Next Steps Forward: Implementation Agreement Signed for IICA GIz Business Responsibility Initiative

An Expert Group (EG) meeting for the bilateral project IICA GIZ Business Responsibility Initiative was

convened on Wednesday, July 3, 2013 at IICA, Manesar Campus. The meeting was presided over by Dr. Bhaskar Chatterjee, DG & CEO, IICA and Chairman of the EG meeting. The third EG meeting marked an important milestone for the extended phase of the IICA-GIZ Business Responsibility Initiative i.e. the signing of the Project Implementation Agreement between IICA and GIZ. The Additional Secretary, Ministry of Corporate Affairs, Mr. Mohan Joseph, graced the occasion. The Implementation Agreement was signed by Dr. Bhaskar Chatterjee from IICA and Stefan Helming, Country Director, GIZ.

Gayatri Subramaniam, IICA, welcomed everyone and introduced the agenda for the day. Atul Dev Sarmah, Director, IICA-GIZ Business Responsibility Initiative at the IICA, set the context for the meeting and presented the Project journey through its two phases. He spoke about the first phase, during which the focus was

on developing a common and comprehensive understanding of business responsibility. The formulation of the NVGs through a four-year long process including an intensive one year long “review and elaboration” and its subsequent release by the MCA in 2011 marked a huge achievement for Phase 1. He then discussed the second phase of the project that focusses on mainstreaming the NVGs and establishing IICA as a leading national institution on building capacity of institutions which can then play the catalytic or a multiplier role for widespread adoption of the NVGs. In his keynote address, Stefan Helming, Country Director, GIZ India, congratulated the EG on the success achieved in the first phase including, the release of the NVGs in 2011, SEBI mandating the Annual Business Responsibility Reporting (based on the NVGs) for top 100 listed companies. He spoke about how sustainability actually means viability of businesses in the long term for which businesses need to have a strategic vision and factor in corporate social and environmental risks into their decision making He said that the NVGs is an enabling document that offers

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Members of the Expert Group and Project management unit, IICA GIZ BR Initiative Phase II


a clear roadmap to all types of businesses looking at incorporating sustainability in their core business functioning, leading to increase in competitiveness, minimizing risks and contributing to development of the nation. Mr. Helming also delved into the challenges of bringing the MSME sector within the fold of sustainability. He spoke at length about the polemical nature of the MSME sector and how in India it engages workforce non-formally resulting in disparate and unsustainable growth. In his concluding remarks, Mr. Helming briefly touched on socio-economic growth paradigms and paradoxes and how the NVGs offer a solution.

Dr. Bhaskar Chatterjee, DG-CEO of IICA, marked the signing of the Implementation Agreement as a significant milestone. Sharing his vision for the Project, he added that despite the limited time and resources, he was confident that the Project will break several frontiers, and spearhead many new and important ideas and dialogues on responsible business in India. He briefly discussed the key milestones to be achieved under the Implementation Agreement. These included the following: Training and capacity development of businesses (including MSMEs) on the implementation of the NVGs, mainstreaming disclosures by businesses, rolling out sector-specific guidelines, engaging with multiplier institutions to build their capacities on

NVGs by designing and piloting advocacy and capacity development initiatives.

Shri M. Joseph, Additional Secretary, Ministry of Corporate Affairs, congratulated all and said that the initiative has the potential to usher new Indian corporate thinking.

Manfred Haebig, Director, Private Sector Development, GIZ India, offered the vote of thanks. He spoke about the Project’s contribution in shaping the responsible business landscape in India to evolve as an “inclusive”, “comprehensive” and “consensus backed” concept of Business Responsibility (as enunciated in the NVGs). He also pointed out to the work that lay ahead for the Project in ensuring the adoption of the NVGs through its capacity building programmes, development of sector specific guidelines and by engaging with stakeholders on new topics emanating from the NVGs such as responsible corporate governance, corporate engagement in the rural sector etc.

Ms. Neha Kumar (GIZ) highlighted the session goals and encapsulated the main points of the project. The day long expert group convention entailed working sessions on the project components. Presentations were made by each project vertical’s lead and co-lead and expert group members discussed the project deliverables at length. n

(L-R) Mr. Atul Dev Sarmah, Mr. Manfred Haebig, Dr. Bharat Wakhlu, Dr. Bhaskar Chatterjee, Mr. Stefan Helming & Mr. Mohan Joseph


Pan India Workshops on Business Responsibility & Reporting Framework

To develop a clear understanding of the spirit and the intent of Business Responsibility Reporting (BRR) and

help companies to make effective and smart compliance on the issue, IICA organized three national capacity building workshops in the month of May, June, and July, 2013 at Mumbai, Delhi, and Bangalore.

The aim of the workshops was to provide guidance on preparation of meaningful BRR reports and to kick-start the process of aligning the internal processes of the companies to the NVGs to derive long-term sustainability benefits – the fundamental objective of the NVGs.

A large number of corporates attended the workshops and were represented by professionals such as Compliance Officers, Company Secretaries, CSR Managers, HR professionals, and Chartered Accountants.

The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business released by the Ministry of Corporate Affairs (MCA) in July 2011 provided a national framework for India Inc to pursue their ambition to become global leaders in responsible business.

In August 2012, Securities Exchange Board of India (SEBI) mandated the inclusion of Business Responsibility Reports (BRR) as part of the Annual Reports for top 100 listed companies based on Market Capitalization of the BSE and the NSE. SEBI BRR provides a disclosure

framework based on NVGs which maps the company’s performance of the 9 Principles and Core Elements. The disclosure framework has been designed on ‘Apply-or-Explain’ principle and aims at assisting companies to re-examine their internal processes and align them with the ethos of the NVGs.

The top 100 listed companies are required to file BRR for the financial year ending on or after 31.12.2012. One of the objectives of IICA-GIZ project on CSR/BR is to promote reporting on business responsibility. n

The National Voluntary

Guidelines (NVGs) on Social,

Environmental and Economic

Responsibilities of Business

released by the Ministry of

Corporate Affairs (MCA) in

July 2011 provided a national

framework for India Inc to pursue

their ambition to become global

leaders in responsible business.

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Fostering Responsible Business: OECD Guidelines & National Voluntary Guidelines

A day-long event on ‘Responsible Business Conduct OECD Guidelines & National Voluntary Guidelines’

was held in Bangalore on the August 06, 2013. The conference saw in attendance a diverse audience comprising of management executives from reputed technology companies, textile manufacturers, civil society members, and members of the NGO sector. The first half of the seminar discussed the points of convergence between India’s National Voluntary Guidelines and OECD guidelines, both looking at fostering responsible business behaviour of businesses, and encouraging them to be triple bottom line compatible.

An insightful presentation was delivered by Ms. Gayatri Subramaniam on the NVGs. NVGs enable businesses to commit towards inclusive and sustainable development while also enhancing their competitiveness. The guidelines were released by the Ministry of Corporate Affairs in July 2011. NVGs have also been mandated by SEBI for top 100 companies. Ms

Subramaniam discussed the voluntary nature of both the guidelines and how they play an enabling role for businesses and the stakeholder community in their respective countries.

Ms. Subramaniam welcomed Mr. Danish Chopra. Senior Policy Advisor, Trade & International Directorate, Department for Business Innovation and Skills, UK and discussed Mr. Chopra’s veritable role as a UK national contact point for the OECD guidelines. Mr. Chopra took over the dais and gave an overview of the OECD guidelines and how it has so far bolstered businesses and created awareness towards their responsibilities by way of prescribing a voluntary monitoring framework. He described the role of his team and how it administers the OECD guidelines for MNCs in UK, ensuring its compliance. He spoke as to how the guidelines are constantly evolving with changing times. He emphasized its voluntary nature much like the newly-minted National Voluntary Guidelines for India. Their purpose, he said, was to be in harmony with UK government policies. The guidelines strengthen

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L- R , Ms. Gayatri Subraminiam, Convener, NFCSR, IICA; Ms. Ruchira Gujral, Corporate Engagement & CSR, UNICEF; Mr. Manoj Chakravarti, Chief Operations Officer IIM, Bangalore; Ms. Geetanjali Gaur, Research Associate, IICA; Ms. Camille M. Gonsalves- Country Head- Corporate Affairs & CSR, Lafarge India Pvt. Ltd; Ms. Sejal Seth- CEO, Green Evangelist.


the confidence of societies in which they operate. They help improve foreign investment. They enhance contribution to sustainable development within the countries they operate.

Dr. Chatterjee started his presentation by commenting on the striking commonalities between OECD guidelines and NVGs. He congratulated the work of National contact points- and commented how it successfully monitors business actions bringing people to the table to sort out complaints. Dr. Chatterjee applauded that OECD has been administering its guideline compliance requirement and ensuring that parties involved in the case-resolution are spared of any kind of judicial processes. Taking off from OECD’s role, Dr. Chatterjee said that the ABRR (Annual Business Responsibility Reporting under NVGs) mandated by SEBI is a step in that direction of enabling businesses to disclose and do their work in good faith and transparently. He commented how ABRR provides a very good platform to see how companies operate in the NVG space.

Dr. Chatterjee also discussed the salient feature of the Companies Bill and what it has in the offing. Demystifying some of the features of the bill, Dr. Chatterjee said that the bill will help businesses concretize their CSR activities and work in a systematic fashion, pushing CSR out of

the mode of philanthropy. He went on to say that the legislation overrides guidelines. Legislations make things no longer voluntary but mandatory. Therefore, a marriage of the two streams – NVGs and the mandatory two percent Company’s Bill sec 135 can pave for a promising future.

The day-long event saw participants from many quarters of business world making presentations on how they adhere to sustainability agendas and what they think of business responsibility in current times. Enlightening presentations were made under the panel titled ‘Business Responsibility in the Apparel and Textile Industry’ by experts from the textile industry who discussed pertinent issues such as employee welfare, sustainable business practices, environmental protection, and ethical resource management.

Session on sharing good practices looked at what certain companies are doing in the space of business responsibility to harness the triple bottom line agenda. Mr. N S Parthasarathy (Partha), Co-founder and COO, Mindtree delved into Mindtree’s corporate philosophy of mobilizing youth and empowering employees to work on products that are innovative and resource-smart thereby enabling the underprivileged communities through technology. Ms. Mamta Sharma, Head - Corporate Citizenship & Corporate Affairs, India and South Asia, IBM, also discussed various IBM programs which run as fellowships encouraging new recruits to gain worldwide exposure in the civil-action sector, and come up with community-focused ideas and opportunities. The event also saw robust panel discussions such as ‘Responsible Business Conduct – The Game Changer’ where diverse viewpoints were shared and ideas were exchanged. n

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Participants at the event


First Advisory Group Meeting of EU SWITCH Asia Project

The First Advisory Group Meeting of the EU SWITCH Asia Project, “Scaling Up Sustainable Development for

MSME Clusters in India,” was held at India International Centre on August 26, 2013. Chaired by the DG & CEO, IICA, Dr. Bhaskar Chatterjee, the meeting was also attended by Ms. Sarojini Kaul, the EU delegate in India.

The sole objective of the project is to enhance the competitiveness of less sustainable MSME clusters while reducing their environmental and social impacts. An advisory group was created for the project with the intention of including experts from different organizations who can meet once every six months to comment on the project’s achievements, process and the future directions and also suggest methods for up-scaling the lessons learnt.

Dr. Chatterjee delivered the welcome note mentioning that the health of the MSMEs is

important as they are vital for the economic development of the country considering the fact that MSMEs outnumber the larger enterprises. He acknowledged that all the institutions and organizations represented in the Advisory Group are closely linked to the MSME sector with many of them playing a catalytic role in the sector. Furthermore, he stated that the purpose of the Advisory Group meeting was to get new ideas or concepts and support from individual organizations that each member belongs to.

Dr. Tamal Sarkar, the Project Director, gave a brief presentation about EU SWITCH Asia – the genesis, current status, and expected outcome from each work package. He stated that 95 percent of a total of 5,500 foundry units are MSMEs and there are many challenges that the sector faces due to high cost inputs, lack of access to timely and adequate credit and availability of technical experts, weak industry associations, lack of skills and inappropriate

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Dr. Tamal Sarkar, making his presentation


technology usage, etc. Describing the five work packages, he added that the expectation from the Advisory Group would be to bring innovative ideas for the project, and to share the experiences in implementing similar projects.

The presentation was followed by a dynamic discussion moderated by Senior Advisor and retired IAS officer Dr. Sheela Bhide. Dr. Chatterjee suggested tie-ups and partnerships between bigger brands, which would be large buyers of foundry products, and local MSME foundry units. Mr. Anil Bharadwaj from FISME suggested that a triangular linkage among engineering colleges, technology providers and MSME foundry units should be set up. Mr. Milind Deore from BEE recommended best practices be documented for the financial aspects of installing Double Blast Cupolas (DBCs). Dr. Bhide also proposed the need to find

out whether there is any technology available for sand reclamation and whether banks would be interested to finance such initiatives.

Dr. Veena Joshi from Swiss Agency for Development and Cooperation suggested that

if possible, mapping of gas based cupolas and their efficiency should be undertaken in the project. Ms. Sarojini Kaul also spoke about issuing a certificate for cupola operators so that their skills are recognised. Mr. Kultar Verma from full form of GIZ (GIZ) stated that it would be useful to make a summary of all the live schemes and then create awareness campaigns at the clusters. Mr. Shankar Kumar also from GIZ opined that all institutions; including BMOs, capacity building organizations and accreditation organizations in the sector; could be mapped which would subsequently strengthen all the players.

Mr. Mukesh Gulati from Foundation for MSME Clusters volunteered for sharing energy data in the three clusters that the project is working on, to BEE.

The meeting ended with a vote of thanks by Mr. Atul Dev Sarmah, Head, Centre for Institutional Partnerships and Corporate Communication, IICA, to all the participants for joining the meeting and offering invaluable suggestions and inputs. n

Session in progress


ICLS Academy Conducts Four Training Programmes in August & September

The Indian Corporate Law Service (ICLS) Academy conducted two trainings each during the month of August

and September. The training programme for Officers/Officials of Official Liquidator, Delhi lasting for one month was conducted in three batches.

The second batch of 10 Officers/Officials of Official Liquidator, Delhi completed their training on August 27, 2013. Topics covered under the programmes were Winding up of Companies, Powers of Liquidator, Dissolution of Company, Basics of Accounting, Statement of Affairs, Inspection of Books and Records, SARFAESI Act, Reserve Bank of India Act,etc.

Around 23 ICLS Probationary Officers (CSE-2011); after completing second phase of their induction training, i.e., field training at

various Offices of ROC, RD and OL; joined the ICLS Academy for the third phase of their Induction Training on August 01 , 2013.

The classroom teaching in August covered topics including Merchantile Laws, Companies Bill, 2013. Trainees also visited the Office of DLF Ltd. for practical exposure in the field of Secretarial/Legal Compliance and Filing of Returns with the Stock Exchange as per Listing Agreement and other Regulations.

Induction Training of the ICLS Probationary Officers, third phase, continued in September, 2013. The classroom teaching in September covered topics such as Companies Bill, 2013, and FEMA. Probationery Officers then visited the offices of Company Law Board & Serious Fraud Investigation for one day each to gain a personal knowhow about the functioning

4 Training

Dr. Bhaskar Chatterjee DG & CEO, IICA along with the Probationary Officers & IICA Staff


of these offices. The training concluded on September 20, 2013 with POs being posted in different offices of Ministry of Corporate Affairs.

A farewell function for the third batch of ICLS POs comprising a cultural programme followed by dinner was organized on September 19, 2013 in the IICA Auditorium, Manesar. Titled "Abhivyakti," the cultural event saw an active participation of the ICLS POs and other officers and officials of IICA. The farewell function was attended by Dr. Bhaskar Chatterjee, DG & CEO, IICA; Shri S. K. Agarwal, Director ICLS Academy, other Heads of the schools and officers/employees of IICA. Dr. Chatterjee, DG & CEO, IICA and Shri S. K. Agarwal, Director, ICLS Academy started the function by lighting the lamp. A welcome address was then delivered by Shri S. K. Agarwal. Ms. Babita Dhankar and Mr. Saurabh Gautam were the anchors for the function.

The cultural programme was a mix of dance, drama, skit, mono acting, songs, folk dances, solo dances, and musical extravaganza by the Sufi Band of the event management company M.s Dreamslive Recreation Pvt. Ltd. ICLS POs also gave fantastic individual and group performances. The Probationary Officers responded with great enthusiasm and also reached out to the IICA staff at Manesar. Dr. Bhaskar Chatterjee, DG & CEO, IICA delivered highly motivating concluding remarks followed by a dinner. The ICLS POs were also given t-shirts, caps and mementos as keepsake.

A mandatory Training Programme for Senior Technical Assistants (STAs) of Ministry of Corporate Affairs for one month was also started by Shri S. K. Agarwal, Director, ICLS Academy, on September 23, 2013 which is scheduled to end on October 22, 2013. With the participation of almost 17 STAs, the training covers topics related to processing of different forms, Company Law, Accounts, etc. n

Participants at the cultural programme


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IICA · Milind Deora, Hon’ble Minister of State for Communications and Information Technology;...

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