NFCG

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1. Corporate Governance Corporate Governance is defined as the act of controlling, directing and evaluating the activities of the organization. It is about owners and the managers operating as the trustees on behalf of every shareholder - large or small. It is about maximizing the shareholders value in the corporation.

2. NFCG With the goal of promoting better corporate governance practices in India, the Ministry of Corporate Affairs, Government of India has set up the National Foundation for Corporate Governance. It was set up in the year 2003 in partnership with ICAI,CII AND ICSI. In the year 2010, Institute of Cost Accountants of India and National Stock Exchange were added as Trustees. IICA was included in the year 2013.

3. Mission Vision Be the Key Facilitator and Reference Point for highest standards of Corporate Governance in India To foster a culture of good corporate governance To create a framework of best practices, structure and ethics To reduce the existing gap between Corporate Governance framework & actual compliance by corporates

4. Structure The internal governance structure of NFCG consists of Governing council - Governing Council of NFCG works at the apex level for policy making. It is chaired by Minister in-charge, Ministry of Corporate Affairs, Government of India. Board of Trustees - Board of Trustees deal with the implementation of policies and programmes and laying down the procedure for the smooth functioning. It is chaired by Secretary, Ministry of Corporate Affairs, Government of India. Executive Directorate - It provides the internal support to NFCG activities and implements the decisions of the Board of Trustees. It is the Chief Executive Officer of NFCG. It exercises such powers as may be delegated to it by the Board of Trustees to carry out such functions as may be entrusted to it by the Board.

5. Stakeholders Ministry of corporate affairs (MCA) Confederation of Indian Industry (CII) Institute of chartered accountants of India (ICAI) Institute of company secretaries of India (ICSI) The institute of Cost Accountants of India Indian Institute of Corporate Affairs(IICA) National stock exchanges of India limited (NSE)

6. Objectives To provide a platform to deliberate issues relating to good corporate governance. To sensitize corporate leaders on the importance of good corporate governance, self regulation and directorial responsibilities ( statutory , social and environmental). To stimulate and to facilitate exchange of experiences and ideas between corporate leaders policy makers with a view to developing a framework for corporate governance. To provide research training ,practice ,capacity building and related support in the field of corporate governance.

7. Objectives To develop strategies that enhance value for all stakeholders and ensure long term benefits to them and society. To establish and deepen links with the organizations in various parts of the world which promote corporate governance. To institute national awards and recognitions for excellence in corporate governance and develop a system of corporate governance rating. To provide financial or any other assistance directly or indirectly for activities which seek to promote corporate governance .

8. Objectives To collaborate and to support directly or indirectly the group,institution or individual in promoting corporate governance. To develop a code of best practices for corporate governance taking into consideration the international examples. To prepare, print and publish papers for sharing information and knowledge about corporate governance. To provide advice ,consultancy and technical support to the beneficiaries of the trusts programmmes for corporate governance.

9. Major Initiatives National Summit on Corporate Social Responsibility "The New Business Model: Engaging Society, Enhancing Competitiveness" Review Meeting of Accredited Institutions National Conclave on Corporate Governance in India Round Table interaction on Corporate Governance Norms for Institutional Investors Network on Corporate Governance of State Owned Enterprises in Asia

10. Major Initiatives Papers on Corporate Governance so far formulated by NFCG Globalization of NFCG via strong International linkage

11. Case Study The Bhansali scam resulted in a loss of over INR 1200 cr. He launched the finance company CRB Capital Markets, a public limited company and ruled like a financial wizard from 1992 to 1996 by collecting money from the public in the form of fixed deposits, bonds and debentures. The company offered various services including merchant banking, leasing and hire purchase, bill discounting and corporate funds management, fixed deposit and resources mobilization, mutual funds and asset management, international finance and forex operations.

12. Case Study PROBLEMS The company collected money from the public in the form of fixed deposits, bonds and debentures and money was transferred to the 133 subsidiaries and unlisted companies that never existed. Financial irregularities & illegalities were taking place. The company had allegedly used its SBI accounts to siphon off bank funds, claiming it was cashing interest warrants and refund warrants of principal amounts.Bhansali used fake accounts in Chennai, Calcutta and rajasthan to withdraw the dividends from SBI accounts. Rigging share prices through own money, Dummy companies made by Bhansali . "The company was not making payments to the fixed de posits.

13. CRB Capital was a defaulting NBFC and as a consequence was liable to be wound up under Section 45MC of the RBI Act. A number of co- operative banks in the State of Gujarat had placed funds aggregating INR 50 crores with CRB Capital and they had received a severe jolt because of the non-payment of those deposits by CRB. CRB Capital, although it had net owned funds of more than INR 50 Lakhs, did not apply for registration till the year 1996 though it was pointed out by the RBI that on 12.04.1993, based on the Shah Committee recommendations on the role of NBFCs a circular was issued to all the NBFCs advising them to get themselves registered with RBI if their net owned funds were more than INR 50 Lakhs. Several illegalities and irregularities came to light. RBI had also received complaints from the Tourism Finance Corporation of India Limited regarding non- payment of deposits. CRB corporation’s income more than doubled between 1994-1996.

14. Solutions The problems were analysed thoroughly & solutions were implemented immediately as the problem was declining investor confidence in banks, poor performance of NBFC’s, for creation of smart investors and much more. The following solutions were implemented: RBI filed a winding up petition claiming that the continuance of the CRB Group was not in interest of the public and depositors. The order prohibited CRB from selling, transferring, mortgaging or dealing in any manner with its assets & from accepting public deposits. Cases had been registered against all the accused under sections 120-B and 420 of the Criminal Procedure Code and the Prevention of Corruption Act.

15. The high court here has set up a three-member committee with a year’s term, chaired by retired district judge S K Tandon , with wide powers to ensure termination of the scheme and repayment to unit holders. RBI issued a prohibitory order under Section 45K read with Section 45MB (1) and 45MB (2) of the RBI Act. By virtue of the said order, RBI prohibited CRB Capital from accepting deposits with immediate effect and CRB Capital was also precluded from accepting deposits from any person in any form whether by way of fresh deposits or renewal or otherwise. "RBI directed CRB Capital not to sell, transfer, create charge or mortgage or deal in any manner with its property and assets without prior written permission of RBI for a period of six months from the date of the order. At last, all happened because of: Lack of communication between the banks, RBI and the government officials. Blame game between RBI and SEBI. $ RBI claimed that it had no power to examine the asset quality.

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