Though Secretarial Standards have tended to be too prescriptive in some instances, its guidelines for the Board as well as annual general meetings, bring in greater transparency into corporate practices, says P Ganesh, CFO and Company Secretary, Godrej Industries Limited. Speaking to Dipta Joshi, he also elaborates upon the advantages of working with a large conglomerate
P Ganesh, CFO and Company Secretary, Godrej Industries Limited, has welcomed the new Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The directives pertain to issuance of an advance notice to shareholders for Board meetings and discontinuing of the practice of gifting at annual general meetings (AGMs). The directive has become applicable since July this year.
Ganesh believes the new Companies Act, the Secretarial Standards and the Securities and Exchange Board of India (SEBI) regulations are all working towards the same goal of bringing in greater transparency into corporate practices. Says Ganesh, “The Secretarial Standards lay down clear guidelines for both the Board meetings as well as the AGM, although there are instances where they have tended to be too prescriptive.”
Ganesh’s experience in the field of Finance and Company Law spans two decades. Interestingly, all of it was within the Godrej Group. In the early years, he handled different aspects of the finance functions such as accounting, treasury and direct taxes, besides assisting the company secretary on Secretarial matters. He assumed his first leadership role in the year 2005 as Company Secretary and Head of Finance of the UK based ‘Keyline Brands Limited’. In 2008, he was appointed Chief Financial Officer (CFO) and Company Secretary of Godrej Consumer Products Limited, a position he held until early 2015 when he took over as the CFO and Company Secretary of Godrej Industries Limited.
“Performing the role of a CFO as well as a Company Secretary has helped me combine my knowledge on financial matters as well as legal and compliance requirements. This has enhanced my effectiveness in business decision making,” says Ganesh. He has been involved in the due diligence activities for several acquisitions and has handled issue of shares through the Qualified Institutional Placement (QIP) as well as preferential allotment route. He has also helped raise funds through debt instruments like non-convertible debentures, external commercial borrowings etc., for the company.
Ganesh feels he has benefitted immensely by being a part of one of India’s leading corporate houses. His association with Godrej Consumer Products saw him handling acquisitions in geographies as far and wide as South East Asia, sub-Saharan Africa and Latin America. He describes this period as, “A great learning experience in aspects such as cross-border business integration, putting in place tax efficient holding structures, transfer pricing, legal documentation and in picking up nuances of the English law in overseas debt financing etc.”
Ganesh believes, “Being attached to a big group means facing complex situations and challenges but it also means getting more opportunities to learn.” Typically, working for any large conglomerate always has its advantages. The sharing of knowledge and experience gained from the diverse sectors that its companies operate in, helps employees resolve issues without delay. In fact, the Godrej Group already has such in-house forums in place. ‘The Finance Centre of Excellence’ is steered by Ganesh and works across Godrej Industries and other associate companies. “Since the Group is large, with many companies, there was the need to create a forum that paves the way to harness the synergy potential,” explains Ganesh. Similarly, the Group also has an in-house Secretarial forum.
Currently, enhanced disclosure norms as prescribed by the Companies Act, 2013, ensure that investors are better placed in terms of the information availability. And greater the transparency, greater is the investor confidence. ‘Investor Relations is an evolving area and though we have seen an uptick in investor participation in the past few years, investor comfort is always higher in companies which have more and consistent disclosures,” says Ganesh.
With regards to the Companies Act, 2013, Ganesh points out, “Like any new legislation, the Act has had a few teething issues and operational challenges.” He hopes another round of positive changes will be recommended by the high-level review committee set up by the Ministry of Corporate Affairs (MCA) to look into any further issues raised by corporate houses. The eight member panel was set up in June this year. But, even before the committee was set up, the MCA had come out with a series of amendments and clarifications that addressed many of the concerns raised by corporate houses and legal practitioners.
According to Ganesh, as a corporate law specialist for his company, the role of the Company Secretary (CS) is critical to the smooth functioning of a corporate entity. “Given the increasingly complex business environment, and the interface that the CS has with multiple stakeholders, his stature in the corporate world has grown over the years and will continue to do so in the coming years,” feels Ganesh.
Happy to share some tips, Ganesh says aspirants into the Secretarial field should be technically sound on matters such as corporate laws, SEBI and Stock Exchange requirements. At the same time, he also urges them to work on developing and enhancing their communication and inter-personal skills. “The Company Secretary’s role involves a lot of interface with various stakeholders like senior management, directors, investors, regulators etc. Thus the need for developing softer skills cannot be over-emphasised,” says he.
Summing up the key qualities that a CS must possess, Ganesh says, he always looks for sound functional knowledge, an alert mind, an eye for details and a great attitude while recruiting members to his team.
