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By:
Krishna Kant Ojha
SIMS, Gaziabad

Krishna kant Ojha, SIMS gzb

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“The Securities and Exchange Board of India (Sebi)

monitors and regulates corporate governance of
listed companies in India through Clause 49. This
clause is incorporated in the listing agreement of
stock exchanges with companies and it is compulsory
for them to comply with its provisions”

Krishna kant Ojha, SIMS gzb

 Clause 49 says: 3

Every listed entity to reserve half the board for

independent directors
Disqualifies material suppliers and customers from
being independent directors.
A shareholder with more than 2% stake in the
company from being an independent director as well
as a former executive who left the company less than
three years ago
The audit committee will meet a minimum of four
times in a year with a maximum time gap of four
months.

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Partners of current legal, audit, and consulting

firms, as well as partners of such firms that had
worked in the company in the preceding three years,
too, can’t be independent directors.
A relative of a promoter, or an executive director or
a senior executive one level below an executive
director, too, cannot be an independent director
Maximum time gap between two board meetings
could be four months.

Krishna kant Ojha, SIMS gzb

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Good @
Corporate
Governance
Krishna kant Ojha, SIMS gzb
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Mr. Rana Kapoor

M.D. & CEO

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 The YES BANK Philosophy 7

“ To set the highest standards of

Corporate Governance, benchmarked
with global best practices, ensuring that
the organization is managed and
monitored in a responsible manner to
‘Create and share value."

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The composition of the Board of Directors of

YES BANK is governed by the Banking Regulations
Act, 1949, all RBI guidelines (including the Ganguly
Committee recommendations), the Companies Act,
1956, listing requirements of the Stock Exchanges
(Clause 49) and best of class practices.

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In compliance with the requirements the Companies

Act, 1956, five board level sub-committees have
been set up to ensure effective functioning of the
Board
A code of conduct that binds the Board of Directors
and senior management is in place.
Which emphasis on:
(i). Fair Practice
(ii). Conflicts of Interest

Krishna kant Ojha, SIMS gzb

Code of Conduct Contd…..
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DISCLOSURES
CONFIDENTIALITY
USE INSIDER INFORMATION
COMPLIANCE WITH APPLICABLE STATUES
EFFICIENT USE OF RESOURCES
PREVENTIVE MEASURES
COMMITMENTS
BREACH OF THE PROVISIONS OF THE CODE
WAIVERS AND AMENDMENTS OF THE CODE

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YES BANK is pioneering a business approach titled

Responsible Banking which integrates
Sustainability and Corporate Social
Responsibility (CSR) within the larger philosophy
of the Bank.
“Greenfield License”
(innovative approach in IT implementation &
promoter's excellent professional track record)
PHILANTHROPY :The BANK has associated itself with
India’s most credible NGOs doing some commendable work
in their areas.

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Company
carries
Bad Governence
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Orissa Sponge
Iron & Steel

Promoter:
TORSTEEL RESEARCH FOUNDATION IN INDIA (TRFI)

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One of the independent directors on the board of

Orissa Sponge alleged unfair corporate governance
practices as the reason.
Another director on the board has contradicted a
disclosure made by Orissa Sponge to the stock
exchange.

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Of the 105 lakh warrants issued by Orissa Sponge in

December 2007…..
Mr Mohanty owned 70 lakh warrants, while Unitech
promoters owned 35 lakh warrants.
Later Neeraj Singal-led firm Bhushan Steel acquired
the warrants held by the Unitech promoters.
Passed the resolution to convert the 30
lakhwarrants allotted to promoter group on march
4’2008

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Mr Mohanty expressed his intention

to convert warrants into equity shares
!!!!!...............

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 Climax……….
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According to few persons in knowledge of the

development, out of the 70 lakh warrants issued to the
promoters, 30 lakh warrants were pledged with Pisces
Portfolios, a Delhi-based non banking finance
company (NBFC)
Pisces Portfolios later sold these warrants to another
Delhi-based NBFC Moon Star Securities. Hence, the
30 lakh warrants are no more in possession of Mr
Mohanty.

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Mr Mohanty is now fighting a court case in the

Kolkata Court against the sale of these pledged shares
Confidential board meeting held in which few
directors were not informed

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Conclusion

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Fake disclosure of information to Bombay Stock

Exchange.
Independent directors were misleaded, voilating
major elements of the clause which places
independent director with repute.
Tainted image as proceedings are going on in Calcutta
high court.
No information about meeting and meeting place.
The Monnet Group has acquired over 50% in Orissa
Sponge Iron & Steel.

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By following best corporate governance practices Yes

Bank In India has been ranked second among the
new private sector banks and first on the key
parameter of growth among sixty-four Private, Public
and Foreign Banks in India.
Yes Bank India have adopted the globally recognized
Six Sigma and ISO service standards.

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 Sources:
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Official website of Orissa sponge

Official website of Yes bank
Rediff moneywiz

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Thank
You
Krishna kant Ojha, SIMS gzb