Note: Companies Bill, 2012 is supposed to replace the existing Companies Act, 1956. It has been cleared by the Lok Sabha on December 18, 2012. It awaits clearance from the Rajya Sabha.
Earlier, the Companies Bill, 1997 was introduced in Rajya Sabha on 14.8.97. It was referred to the Standing Committee on Home Affairs on July 3, 1998. This Bill was meant to consolidate and amend the Law relating to Companies & to replace the existing Companies Act, 1956. The Companies (Second Amendment) Bill, 1999 was introduced in Lok Sabha on December 23, 1999. It was referred to the Standing Committee on Home Affairs on January 17, 2000. It was meant to amend the Companies Act, 1956. The Companies (Amendment) Bill, 2000 was introduced in Rajya Sabha to provide formation and conversion of cooperatives into companies. The current Bill which was passed by Lok Sabha was initiateted as The Companies Bill, 2008, The Companies Bill, 2009 and The Companies Bill, 2011 as presented to the Parliament to assume its present shape in compliance with the recommendations of the JJ Irani Committee.
In 2011, some 238 companies were identified as vanishing companies. A company is deemed to be a
vanishing company, if it is found to have: a) Failed to file returns with Registra r of Companies (ROC) for a period of two years; b) *Failed to file returns with Stock Exchange (SE) for a period of two years (if it continues to be a listed company); c) It is not maintaining its register ed office of the company at the address
notified with the Registrar of Companies/ Stock Exchange; and d) None of its Directors are traceable.
All the conditions mentioned above would have to be satisfied before a listed company is declared as a vanishing company; The conditions mentioned at (a), (c) & (d) would suffice to declare a company as vanishing if such company has been de-listed from the Stock Exchange.
vanishing company, if it is found to have: a) Failed to file returns with Registra r of Companies (ROC) for a period of two years; b) *Failed to file returns with Stock Exchange (SE) for a period of two years (if it continues to be a listed company); c) It is not maintaining its register ed office of the company at the address
notified with the Registrar of Companies/ Stock Exchange; and d) None of its Directors are traceable.
All the conditions mentioned above would have to be satisfied before a listed company is declared as a vanishing company; The conditions mentioned at (a), (c) & (d) would suffice to declare a company as vanishing if such company has been de-listed from the Stock Exchange.
Gopal Krishna
ToxicsWatch Alliance (TWA)
Text of the full interview done in August 2011
Gopal Krishna is a person who has made a drastic difference
in the world we exist today. He is the convener of Toxics Watch Alliance (TWA)
and an intellect of international repute. He’s been called as a crusader
against those degrading our environment and violators of human rights. His
organization keeps track of callousness, corporate
crimes, military-mining-industrial complex, and their impact on humans,
wildlife and ecosystem. Gopal Krishna has stopped several polluting projects
and resisted anti-environment corporate policies. He is working against trade
in hazardous wastes and obsolete technologies and carbon trade. As part of Water
Watch Alliance, which is allied to TWA he has led the opposition to Diversion
of Rivers in the name of Interlinking of Rivers, world’s biggest project
because it is ecologically disastrous. TWA advocates car free culture. He is a
member of No to Nuclear Energy Forum, All India Coordination Committee of
Anti-Nuclear Movements and Citizens Forum for Civil Liberties. He is an environmental &
occupational health researcher with avid interest in the matter of
civil liberties and public policies. He has been an invitee to UN Meetings,
Parliamentary and Supreme Court's Committees etc. His research deals with
industrial disasters and corporate crimes. He is a commentator
on issues of corporate crimes and accountability of public institutions
for radio, news channels and publications. Gopal Krishna reveals some of his thoughts on current corporate governance
scenarios with Management Mix correspondent Subhash Chandra Yadav.
MM: How do you see the current
corporate scenario in the country with reference to environment?
Gopal Krishna: Since Second World
War, there has been no environmental health impact assessment of irreparable
assault by companies on our ecosystem either in peace time or in war time. Our
country’s economy is merely a subset of world economy which is merely running by mastering the art of cost
externalization wherein corporate business enterprises maximize their profits
by off loading indirect costs and forcing negative effects to a third parties
like labour, communities, future generations and environment. While legislative safeguards for environmental protection do
seem to exist on paper, the role of the political class which is funded by
corporations (under Companies Act, 1956 companies can pay up to 5 % of their
annual profits to political parties) illustrates that homicidal ecological lawlessness
that has led to rampant industrial pollution, soil erosion, agricultural
pollution, and genetic erosion of plant resources are quite crucial and merit
more acknowledgment.
MM: How do you examine the toxic
industries and companies since Independence?
Gopal Krishna:There is an urgent need to examine
the legal instrument called Company. The Parliament of India never found time
to examine the British Companies Act that preceded Indian Companies Act, 1956
in the context of world’s and India’s economic history. This is strange because
we were ruled by a Company for a long time. Since independence companies running hazardous
industries have been funding political parties and have been instrumental in
getting those laws made which suit them.
Consequently, corporate crimes like environmental crimes and pollution
related crimes are not regulated even with the strictness which is reserved for
petty crimes.
MM: How do you compare the
corporate scenario in India with foreign ones?
Gopal Krishna: Free trade fundamentalism rules the
world economy. Indian economy too is hugely influenced by it although
constitutionally, we are a socialist country.
To counter this problem we need to have a robust legislature. A
subservient legislature is being made irrelevant by the transnational
corporations. These companies have become more powerful than the Government of
India and Parliament of India. They are needed to be more assertive and caring
about the country. Our legislators and officials seem to have forgotten the lessons
of slavery to a company.
MM: What shall be the responsibility
of the corporates and should corporate initiate its own regulation?
Gopal Krishna: It is said that laws are the
artifacts of corporations. Corporates are not going to take any moral step
towards these issues because they are artificial persons. And you can’t expect culprits to regulate
themselves. The case of US based Union Carbide Corporation, now a subsidiary of
Dow Chemicals Company and the fake corporate social responsibility of Satyam Company
reveals how inactive out government is and how companies are ungoverned or are ungovernable.
The government seems to be privatizing itself and asking companies to do their
job. In such a scenario, Parliament must assert itself and make the companies
subservient to legislative will.
MM: What solution do you see to this
problem?
Gopal Krishna: The political parties are funded by
the corporates and I believe it is the root of the problem. The companies have indulged
in ‘chemical warfare’ which is poisoning our food chain with impunity. There is
a proposal from Yashwant Sinha headed Parliamentary Standing Committee on
Finance to enhance corporate contribution to political parties from 5 % to 7.5
% of the annual profits of the companies in the Companies Bill, 2009. This is
an anti-environment proposition because the donors are bound to seek lax
environmental laws in return of their contribution to political parties. Unless
there is state funding as has been recommended by a High Powered Multi Party
Parliamentary Committee for political parties to fight elections, it is
unlikely that the structural weakness in the environmental governance can be
rectified.
A Group of Ministers (GoM), headed by the Union Home Minister was
set up on 17th August, 2011 to consider recommendations of the
Indrajit Gupta Committee on State funding of elections. The decision to
constitute the GoM was taken at a meeting of the Union Cabinet, presided over
by then Prime Minister. Even this GoM had Sinha in it. He cannot feign
ignorance about it. The Committee on State Funding of Election, headed by the
former Union Home Minister Indrajit Gupta, had submitted its report to the
Government on January 14, 1999.
The Indrajit Gupta panel had favoured State
funding of elections, saying it was justified constitutionally and legally.
Companies Bill, 2009 must ensure that corporate contribution to political
parties is banned. If this is not done there is no power on this planet that
can arrest the collapse of our ecosystem. Sinha headed Parliamentary Standing
Committee on Finance submitted its report to the Parliament on 31st
August, 2010. It is quite alarming that the new Corporate Affairs Minister,
Veerappa Moily has said that “his utmost priority” would be to pass the
Companies Bill 2009. He said that “In the monsoon session, that will be the
top most agenda.
Even as the Law Minister I had studied the Bill and it is one
of the best Bills. We will meet the monsoon session deadline and we will make
sure that it comes up before the Cabinet immediately”.
If this Bill is passed
without banning corporate funding of political parties, it would be one of the
saddest days for the Indian Parliament and India’s environment.
Environmental
rights are closely linked to violations of human rights. Hence, it’s the
principal duty of the governments to list the environmental criminals, book
them and punish the guilty both under civil laws and criminal laws.
MM: How will the issues like
unemployment and poverty be addressed in the absence of corporate and industry?
Gopalkrishna: Economic census of 2005 tells us that
there are 42 million non-farm enterprises in the country of which less than
300,000 are corporates. The fact is that companies are killing employment in
India. For instance, the Indo-Gangetic plain is the most fertile land in the
world and the industry in this region should be agriculture based. It would be
ecocidal to adopt the toxic model of western industrialization for this region
in particular. What is being done is the lands are turning arid and water
bodies are being polluted by the companies. Health soil and pure water is
wealth.
Take the
case of Ganaga river basin, whose interest is actually being served? Here the
government had to choose between the interest of Ganga and the companies blinded
by lust for profit at any cost. The government that survives on corporate finds
to political parties chose the latter. The companies are wealth destroyers.
The history
of the world economy reveals that there was less poverty in the absence of
companies and employment was not company dependent, it was dependent on skills.
MM: Don’t you think the economic
growth of the country will be hindered?
Gopal Krishna: What kind of economic growth do they
talk about? In 1750, the share of India in total global industrial output was
around 25 percent. Today it’s well below 5 per cent. Unemployment is unmatched
in history. How could it be the real model of industrial growth?
MM: How do you see the difference in
the operations of foreign companies in India and in their mother countries?
(Double standard)
Gopal Krishna: The double standard of the foreign
companies has been exposed. It has been witnessed in the matter of industrial
disaster of Bhopal and in the case of pesticides in soft drinks. There are
numerous such cases. Even Indian companies indulge in double standards. They make two kinds
of goods-the inferior ones for domestic consumption and better ones for abroad.
MM: How human rights are violated by Indian
companies? What solution do you see to this?
Gopal Krishna: Human rights are violated by Indian
companies through their acts of industrial pollution, deforestation, land
grabbing and displacement of tribals and farmers. Companies incorporate sustainability
and adopt corporate governance and corporate social responsibility only as
public relations exercise. Bloomberg collects ESG (environmental, social and
corporate governance) data on 3,500 companies globally including 580 Indian
companies, making India the second largest participant. The fact remains ESG
disclosure is a very small beginning but in India even this is quite poor. It has
been noted that Indian investors are fixed on pure financial returns and least
concerned about human rights, environmental and occupational health rights. As a first step, if companies can be
penalized for their human rights violations, their social and environmental
costs are quantified then they can be regulated. Shareholder activism too can
play a role although it has its limitations because engaging with Indian companies
is a tough task.
MM: How did you see the working of
former Forest and Environment minister Jairam Ramesh?
Gopal Krishna: The fact that Jayanthi Natarajan has
been appointed a junior minister like her predecessor, Jairam Ramesh underlines
that Prime Minister does not accord the priority, environmental issues deserve.
Once again the minister has been kept structurally weak so that whenever there
is conflict between blind economic growth and ecology, the former is given
precedence at the cost of the latter. The Ministry has been designed to be
structurally weaker than all the other ministries, which adversely impact the
environment and poison our food chain. It is that the Cabinet Committee on
Economic Affairs (from which the Environment Ministry draws its mandate) and
the Prime Minister are not yet alive to the collapsing ecosystem. Jairam Ramesh
is now a member of Cabinet Committee on Economic Affairs. Hopefully, he would
be able to do all that he could not do as a junior minister to protect the
environment.
MM: What do you expect from the young
generation in this direction?
Gopal Krishna: Young generation should split the
truth about Big Brands wide open and see through them with their own naked eyes
what the advertising and public relations industry does not want them to
see. To begin with, they should boycott
all products of such companies which are anti-environment, anti-labour,
anti-human rights and anti-democracy.
Post a Comment