1. Changes in Ownership Structures:

India is witnessing a massive transition from promoter-led ownership to institutional investor-backed models, completely shifting the compliance paradigm. Where family-managed companies once relied on trust and informal, need-based documentation, investor-managed businesses demand strict policies, robust processes, clear rationale, and thorough record-keeping.

Furthermore, Indian promoter shareholding has largely transitioned from individuals to trust entities. This requires compliance officers to master the legal nuances of multiple jurisdictions. Without this deep understanding, navigating essential tasks like share transmission, Significant Beneficial Ownership (SBO) identification, and promoter group classification becomes impossible.

Similarly, new-age startups often lack a single controlling group, creating legal ambiguities. Regulators have yet to fully address questions like: Who is the actual promoter—the founder or the investor? Who exercises real control or significant influence? Can an individual with minimal economic interest still trigger SBO compliances? Compliance officers must proactively navigate these gray areas.

2. Changes in Business Models:

These ownership shifts, coupled with market disruptions, make business models highly volatile. This volatility makes financial forecasting unpredictable, causing threshold-based compliance requirements to fluctuate rapidly. Sectors like fertilizers, data centres, IT, and automobiles are undergoing massive structural shifts. These changes trigger reorganizations, altering management structures and re-designating key personnel under corporate and insider trading laws.

As business models shift, the definition of Price Sensitive Information (PSI) becomes highly dynamic. While regulators might only scrutinize these actions years later, compliance officers must pre-empt risks and align internal frameworks immediately. These shifts often spark mergers and restructuring, which disrupt reporting lines and lead to sudden executive turnover. This requires immediate regulatory filings and a concerted effort to induct and train incoming management. Additionally, corporate restructuring constantly alters the matrix of Related Parties and Related Party Transactions (RPTs), increasing the compliance burden. The compliance officer cannot be a passive spectator; they must be the strategic architect of agile compliance frameworks.

3. Changes in Memorandum and Articles of Association:

As these business models and internal structures reorganize, they inevitably demand immediate alterations to a company’s foundational legal charter. Consequently, the days when the Memorandum of Association (MoA) was referenced only in exceptional situations are gone. Dynamic business pivots mean the MoA must be reviewed and updated frequently. Similarly, the shift from promoter-led to investor-funded organizations requires significant overhauls of the Articles of Association (AoA) to govern new corporate behaviors. Compliance officers must meticulously draft these documents to prevent conflicting interpretations. As department leaders, they must also ensure their teams fully grasp the practical interplay between these foundational documents.

4. Changes in Capital Structures:

The revisions made to these constitutional documents are often driven by a fundamental shift in how corporations fund their growth. Despite India’s steady GDP growth of 6–7%, capital raising has surged over the last few years, fundamentally altering debt-to-equity ratios across industries. Decades ago, a 1:3 ratio was standard. Today—outside of capital-intensive sectors like infrastructure and aviation—equity capital has significantly outpaced debt. While this provides corporate stability, it compresses the return on capital, changing the entire corporate risk dynamic.

With companies launching more capital issues than ever, compliance professionals must adeptly manage these complex transactions. Simultaneously, regulatory processes for issuing capital have become much stricter. Decisions regarding pricing, timing, and investor selection must be thoroughly documented and justified to pre-empt future litigation or shareholder allegations.

On the debt side, banks are competing fiercely for deposits, the government is heavily promoting debt securities, and foreign currency loans are increasingly accessible. This environment requires a distinct compliance mindset focused on debenture trustee compliances, debt listing requirements, foreign exchange regulations, and insolvency risks. As banking transitions toward digital lending and NBFC-dependent models, lender priorities are shifting. Compliance officers—whether representing the lender or the borrower—must align their governance practices with the changing expectations of regulators, investors, and creditors. These expectations manifest in stricter asset-liability mismatch monitoring, enhanced CARO reporting, evolving credit rating parameters, and new pooled investment vehicles. Positioned correctly, this environment offers a massive growth opportunity for the profession.

5. Changes in CXO Tenures:

This continuous influx of external capital and the resulting demand for performance place intense pressure on executive management, fundamentally reshaping leadership stability. The era of lifelong, committed corporate executives is fading; attrition rates at the CXO level have risen sharply. In top-down corporate structures, this churn creates high volatility. As Indian companies transition from promoter-managed to professionally run enterprises, the fierce demand for talent has led to shorter CXO tenures and more transactional board expectations. For the compliance officer, this means the organization’s compliance culture must be institutionalized. It cannot depend on individual business leaders. It requires an agile approach to onboarding changing leadership, paired with an uncompromising stance on core governance frameworks to protect the corporate entity.

6. Changes in Talent Pool and Retention Strategies:

When leadership at the very top becomes highly transitional, it ripples downward, forcing a total rethink of how the entire professional talent pool is developed and retained. The supply of professional talent is shaped by shifting academic frameworks and societal perceptions of the profession. Conversely, demand is driven by increasing legal complexity, stricter enforcement, litigation, and technological disruption. To thrive, compliance leaders must embrace advanced regulatory technologies while aggressively investing in human capital. Understanding the evolving beliefs and workplace behaviors of younger generations, mapping them to industry expectations, and building robust learning and development structures is now an urgent priority.

Conclusion: Unlearning for Effective Adaptability:

While compliance deals with a defined universe of statutory laws, the execution of those laws must adapt to volatile macroeconomic factors. Therefore, unlearning past methodologies is critical. What succeeded yesterday guarantees nothing for tomorrow. Because the human brain relies naturally on familiar memories and patterns, intentional unlearning is the hardest hurdle to clear when trying to adapt. Compliance professionals must master this mental shift—maintaining operational peace while executing dynamic, deeply reflective governance strategies.

The post Navigating Corporate Governance in an Era of Disruption first appeared on MMJC.

Success at any cost vs. Success within framework!

In today’s world where our political leaders and OTT platforms are telling us to succeed at any cost, even if it is illegal it doesn’t matter! It is bound to impact the morale and ethics of common man. If you do not get success, easy way to challenge is to cross the boundary of legality. But in TITAN, when their factory is denied with license, they figure out a smart innovative but legal way. Tatas were ready to offer 28% of equity to state for that matter !!! This is a classic. In fact, the birth of TITAN is to eliminate the need for smuggling of watches! The need for business itself was triggered by opportunity which kind of eliminated wrong doers! This is a classic blend of aggression for a legitimate wealth creation.

A business which demanded skilled labour and local talent of fine work getting trained to make watches. Today – we talk about ESG, what an amazing way for inclusive growth and distribution of wealth by empowerment. In fact, TITAN is not just a story of start up but a social start up which became a GLOBAL LEADER.

Fear of Losing to Freedom to Fail

In a society where failure is punished, where failure attracts personal liabilities to directors and fiduciaries [even if there is no fraud], someone standing out and saying, ‘you invent and I give you freedom of failure!’ is the mantra which all corporates and Government need to cherish! India will not become superpower if business is worried that their business which was legal becomes illegal retrospectively! Or if they fail in legitimate business their personal assets can be attached [although they have started business in limited liability entity] and that too without any fraud element[i] Tatas gave freedom of failure to TITAN team and that’s why they could dear to create something so adorable. INDIA not only needs compliance related exemption to start ups but also a relief from personal liabilities of promoters if there is no fraud. India needs an IBC which will allow companies to close if they are not successful[ii].. Not every promoter will be TATA Sons and therefore not every management or professional director will get back-ups which TATA companies got. For example, Tata Sons continued to support strategic businesses such as Air India despite significant losses. This reflects that, in large regulated or strategic sectors, initial losses may be supported where the promoter has long-term capital commitment and turnaround intent with national interest as priority.

Courage and Commitment

In this web series we observe that Chairman of the Group, Managing Director of the Company and his core team refused to wear watch until world class watch is manufactured in their factory. How many times would you see a group chairman, Managing Director and Core Team commit something like this! This is the skin in the game. This is the courage and commitment! When stakes are so high in terms of personal sacrifice success is bound to come.

Many a times we want something but like they say do we have ardent desire? Are we ready to pay the price for it? Are we ready to put things at stake for achieving our goal? And do we respect our value system at any cost in that journey? If India wants to become a world leader, we must inculcate each of this and much more.

Content – Content – Content

What content we consume will determine our behaviour and destiny, otherwise it is just garbage in garbage out. In our childhood time we read AMAR CHITRA KATHA. We read stories of real heroes who were courageous and ethical. Our idols were ideal. But when we grew up, we saw angry young man who is believes in revenge and now stories of scamsters being glorified. India need content like TITAN story like Bhag Milkha Bhag like Merry Kom. Since OTT has reached home and it has almost replaced traditional television channels, we need more content on that and on social media and even in mainstream media. Compliments to producers, directors and actors and entire team of this movie.

[i] section 89 of CGST Act, 2017

[ii] Approximately 2022 companies are waiting for their resolution order. Source: IBBI newsletter  Jan – march 2026

The post For 2047 – we need more content like – THE TITAN STORY first appeared on MMJC.

They say India just prioritised moderating petrol and diesel prices in India and completely skipped the need for gaining energy independence/ energy security, they say India did not focus on positioning itself in AI, they say India does not prioritise spending on R & D and therefore India remains only an outsourcing hub. But the real question is why?

Are our policy makers and corporates not wise enough? Or is there something else?

Today Or Tomorrow

There is a saying “purpose of any business is to make profit and today and all the time in future…”

While focusing and ensuring that this and next quarter is good, are we compromising our future? This dilemma or clarity decides the fate of countries, corporations and firms. Too much focus on future can drag business/ profession to insolvency and too much focus on today can make business irrelevant at any moment. Wise advisors say allocate at least 10-15% of your surplus in futuristic investments and 5-10% on experimental subjects. As one starts seeing results and opportunities this % keep changing and soon futuristic investments can either become mainstream business, or it gets abandoned. Continuous monitoring of this balance and returns thereon should be KRA/ KPI of at least a few in the organisation. At least someone very important in the organisation should be incentivised to take care of future.

Sustainability – Design and Incentives

Many times, Sustainability is confined to only environment. But sustainability is much broader than this. And therefore, desire to sustain even after 5-10-15-25 years supported by action plan and disciplined to walk on that path is the key is what history tells us. Solution lies at two levels – ONE at design level and SECOND at incentive level.

In today’s corporate world, professional CEO is appointed by a single term of 3-5 years and even Independent Directors are allowed to serve on board for 5 years unless reappointed for next one more term. And therefore, while I have seen many individuals who carrying trusteeship bearing, design is not incentivising to look beyond immediate period of 3-5 years. In a listed company even, investors may not be long term; and therefore, role of regulator becomes very critical at design level.

Individuals and group work on their instincts which are triggered by incentives. Founders may, unknowingly, give more weightage to their position, identity or ego rather than sustainability of the organization. Therefore, incentives need not just be towards monetary, like Maslow says, at lower level it would be for survival and at highest level it will be for self-actualisation. And therefore, as a society while we need a design which facilitates balancing of long term and short term, we also need a complete framework of incentives for each stage.

Moment of Change

For an individual, organisation and even a society we need to appreciate the concept of moment of change. Andy Grove called such moments “strategic inflection points” – points at which the fundamentals of a business are about to change.
The tragedy is not that change happens. The tragedy is that many institutions recognise it only after their old success formula has expired.

While each of us is busy in living life as it comes, and behaviours are triggered by designs – incentive framework provided by someone else, our conscious needs to develop to grasp, grab and respond to moment of change. In evolved business families it happens at family level. But for society in general, this is possible if we bring this awareness and conditioning at least in graduation phase [if not in schools].

Moment of change is an important concept which is practiced in sports. They are trained to adopt to these moments, only then they can become successful. At a start-up stage winning credibility to your solution is ask, but when you win credibility, scaling is an ask which requires different mindset and design. And at grown stage, while maintaining new creation and scaling, resilience becomes more important. In corporate world, resilience is sometimes equated with risk mitigation and crisis management. Many corporations who fail to understand and respond to this moment of change eventually decline.

Reflection in Professional Life

‘What took you here will not take you there…’ In professional life and firms those who have these abilities can grow – sustain – bounce back. In a life which is engaged, attacked and influenced by social media, AI and Technology, consciously allocating digital free time and space to reflect becomes critical. Such space and time will show us these moment of change and will allow us to design and incentivise our eco systems to take care of sustainability of today and all the time in future.

Hope you have allocated space and time this weekend for reflection!

The post Recognising Moment of Change! first appeared on MMJC.

Darwin says, ‘survivor of fittest’ and history tells us that civilisations and cultures sustain much longer than an individual or kingdom or religious supremacy. Survival is biology. Sustainability is strategy. Similarly, when we see if we see organisations / institutions, longevity and success in business is not luck; it is disciplined alignment with purpose. And Indian corporate laws provide that design which can facilitate and even push for strategy which will lead to sustainable success.

In last 2 decades number of companies which have successfully got listed have been increasing consistently viz. from 48 in 2007 to 372 in year 2026. Overall market capitalization of Indian corporates have increased from ~1,01,49,290 Crore in FY 14-15 to ~4,13,75,586 Crore in FY 24-25, so wealth creation engine via companies going for listing is amazing contributor for India Growth story. India’s growth story is not written in GDP numbers alone; it is written in listed companies. Our Prime Minister has kept goal of Vikasit Bharat by 2047 i.e. GDP of USD 30–35 trillion, this will need market cap of listed companies to minimum ~₹3,400 Lakh Crore which is 8-9 times more than today. There is no doubt in mind of anyone that if India has to grow, entrepreneurship and number of successful companies is the major lever for achieving this.

But growth is never a straight line; it is a battle between upward forces and downward pulls. Success depends on one equation: strengthen what lifts you, weaken what pulls you down.

Number of companies which were dragged in insolvency has also been significant 8833[1] and almost 8-10% top 500 companies went through IBC in last 10 years. Companies don’t fail in one moment, they drift away from discipline and markets don’t reward the biggest companies, they reward the most consistent ones.

My belief and experience is if regulations are followed in spirit, it gives strength and will lift the company up. From this context, successful IPO is not just capital raising, but character revealing. Listing is not an event; it is a transformation.And preparing for IPO and adopting regulations in right manner plays a very strategic role for corporates to assure sustainable success for corporate and every stakeholder. This is need of nation. In this article we are sharing some elements which contribute to sustainable success.

1. Investor engagement/ making yourself attractive for investors

Stock market works on future pricing. Stock Market likes consistency. Stock market like transparency[2], stock market expects respect[3], stock market expect best in class, stock market likes evolved corporates[4]. Stock market expects discipline. The stock market doesn’t just price your business, it judges your behaviour.

Management has to mature to a role and to a mindset where they appreciate that they cannot assume public shareholders and they need to be disclosed whatever is necessary to take them informed decision. Whatever needs their approval cannot be circumvented. Once listed, the company stops belonging to the promoter and starts belonging to trust.

Investors needs sustainable growth either through promoter or someone who is most appropriate at that pace for the company. And therefore, after listing, corporation cannot be considered as alter ego of a promoter but a separate identity. Ego builds companies, but governance sustains them. Therefore ability to have meaningful engagement with investors and to earn qualities, culture, practices, processes, systems and performance that will keep attracting investors at attractive pricing is essential.

2. Resource mobilisation and Deployment

Those companies who go for road show learn so much about their business which they would otherwise not learn even if they spend years in their business. Roadshows don’t just attract investors, they expose blind spots.

Capital markets are not just funding platforms, they are capital allocation judges. If we see distribution of capital across industries has been changing

Table 1: Capital Deployment across industries[5]

Listing and capital market provides continuously evolving framework for effective capital deployment and discipline in its utilisation. Smart capital flows to clear thinking and you will sustained companies have adopted to these expectations and maintained their share in capital market. Success of fund raise is directly proportional to objects of the issue and therefore smartest people on earth decide the capital allocation and retail market follows that. Further, it requires quarterly monitoring and reporting to public about utilisation[6].

One of the reasons why Indian capital market lagged globally is because of multiple factors, but few important factor are our inability to create alternate source for energy and lack of speed and focus on AI[7]. In short, if you want to be ahead of curve in business you need to invest funds at right source and Your investors are your most honest performance dashboard.

3. Discipline

“Success is nothing more than a few simple disciplines, practiced every day.” – Jim Rohn

In fact, being compliant is nothing but being disciplined. Many corporates avoid listing because they are afraid about compliance and compliance cost. Undisciplined success is temporary. Disciplined systems create permanence. Listing forces discipline, resisting it invites decline.

Being listed requires complete mapping of business with confidentiality, disclosure and monitoring conflict of interest across width and breadth. This puts very high level of engagement, alignment and discipline. This one virtue requires to be acquired by any corporation which wants to list. Without this virtue even if any entity lists, it runs a risk of heavy non-compliance which can even put the survival at stake and if mastered, this can guarantee long term and sustainable success.

Be it compliance of related party transactions[8], or related to senior management[9] on boarding or mapping of price sensitive information across organisation[10], putting perfect systems for seamless flow of information across organisation and putting adequate controls and levers to ensure speed of decision with adequate risk mitigation[11] is so critical for successful organisation and listed compliances exactly expect this. These processes and discipline to follow this requires compliance/ regulatory teams, embedding these aspects in every job descriptions and evaluations, investment in systems / processes and review. And while recognising and rewarding the performers any non-performance needs to be tracked and punished ruthlessly. In last 20 years ~13000[12] companies/ individuals got penalised by stock exchange or by SEBI and there are ~7,500+ number of listed companies, this proportion speaks volume about expected disciplined by a listed company in India. Ultimately, we are not running a proprietary concern but a large corporate. What you don’t monitor will eventually control you.

4. Risk

Between success and sustainable success there is one fulcrum which decides the direction, that is risk identification, management and mitigation.

Corporate laws are so vocal about risk[13]. In fact, if there is frequent movement or instability in chief risk officers, price and trust on that corporate impacts. One biggest risk for any corporate is about having weak financial controls and low engagement of auditor vis a vis board of directors. NFRA has been empowered in recent time to come out with more directions on this[14]. Whistle blower, vigil mechanism and protection of whistle blowers has been agenda of regulators and for a evolved corporate it requires strong structure around this[15]. For being listed mastering these aspects is so crucial. Risk based approach of working is so crucial for sustainable success that risk is a subject in almost every graduation and post-graduation. If we want to reduce power of forces which will pull performance of company down, focus on risk is crucial. In recent time when there was accident in one manufacturing facility there was discussion about role of risk committee of that company[16], if corporates are able to invest and prioritise and manage risk appropriately, it will definitely create sustainable wealth for investors. Risk ignored doesn’t disappear, it compounds silently. A weak control environment is a delayed crisis.

5. Conflict of interest

“All great empires die from within.” — Terry Bradshaw

In history we will see several examples of decline of any business or any empire is because of conflict of interest of the ruler/ decision maker. Lack of discipline in handling any conflict of interest is biggest spoiler.

Corporate law has mechanism to map every conflict of interest be at supplier level or customer level[17], or at senior management level[18] or at director level or at investor level[19]. LODR very nicely balances material and non-material conflict of interest. While every transaction with entity where there is some conflict of interest is required to be approved by independent directors only[20] that too only after receiving full and relevant details[21], when it comes to high value transactions involving conflict of interest it can be approved by shareholders who do not have any conflict of interest[22]. This is so strict that out of all such approvals 20% transactions were recommended to be voted against by proxy advisors and 2% transaction could not go through because of this framework in last 5 years. This framework gives so much confidence about robust mechanism to regulate conflict of interest. In last 9 years there are 4 to 5 amendments in regulations which deal with conflict of interest.

Such discipline makes it clear that regulator is very alert and strict about these aspects. In fact, if not followed properly it can trigger debarment of directors from acting as director in that and other companies for five years[23].

This encourages corporate to devise structures which does not have conflict of interest or transactions should be convincible for investors to vote in favour of such transactions. The market forgives mistakes not misalignment.

6. Inclusiveness

Jesse Jackson says “Inclusion is not a matter of political correctness. It is the key to growth.” And Magic Johnson says “The way to be successful is find a way to be inclusive of everybody…” In short without being inclusive, success and sustainable success is not possible and LODR exactly expects this from listed companies. Any culture which is exclusive cannot sustain long.

In fact, LODR not only insists corporates to adopt policies which will facilitate inclusiveness[24], it also insist disclosure of inclusiveness in its annual report[25]. ESG rating declared by ESG Rating agencies indicate how inclusive an organisation is. More and more money, more aware customers and more talented manpower and government subsidies and recognition is not possible without corporation being inclusive. These frameworks requires adopting best practices and because of overall push and pull from investors and regulators corporates will have to become inclusive and they have to ensure that perception is also matching with this. Talent, capital, and trust flow towards inclusive organisations. Exclusivity limits scale: inclusivity multiplies it.

7. Confidentiality, Transparency and Communication

“Don’t speak until its done” this is the simple thumb rule of SEBI Prohibition of Insider Trading Regulations, 2015. Once you are listed a company and its every connected person has to master this science of maintaining confidentiality till event occurs and then complete transparency upon happening of event. This is a habit changer for many corporates. But it is sign of evolved business and person. In last 7 years ~40 companies and ~100 individuals have been penalised by regulator for this violation and total penalty levied is ~36 Crore Rupees.

If any news is published before the formal disclosure done by the company then company has to respond to this immediately[26]. While communication with companies may want to talk liberally about good news, tendency is to speak less about bad news. Once you are listed, you are supposed to be like सुखदुःखे समे कृत्वा लाभालाभौ जयाजयौ II2.38II of Bhagwat Gita. This means whether news is good or bad we should be indifferent and we should see both from equal distance. This is sign of very evolved, fearless and detached persona. When it comes to peace and excellence this is a sign of epitome. Corporates have to earn this before going for listing. Listed companies will have to develop mechanisms to engage and communicate effectively with stakeholders so that news/ announcements are not interpreted to create dis proportionate consequences. Company needs to invest well in communication and investor / public relations.

8. Wealth creation models

Your ability to run business and make profit gives you X and stock listing can give you 10/20/30/50 X for the same profit[27]. Business creates profits. Markets create wealth. Listing converts performance into multiples. The biggest wealth creation engine is not earnings, it is valuation. Shares of a good listed entity is amazing wealth which you can pass on to your successor.

Likewise for employees also ESOP is amazing wealth creation enabler. In fact, ESOPs are no longer merely incentive tools but have become meaningful wealth creators e.g. Vedanta Ltd. alone has reported over ₹2,500 crore of employee wealth creation through ESOPs over a five-year period, reflecting the scale at which value can be shared with employees. Plus, best part is compensation is done by the market and not by the company. ESOPs don’t just compensate employees, they align destinies.  And therefore, coming out with ESOP scheme for employees before listing OR aligning family for share ownership and distribution post demise of founder promoter is very crucial. Many promoters keep their successor tied together via family trusts. As per Prime Database, as on October 2025, among the 2,757 companies listed on the NSE, promoters of ~880 of these companies hold their shares through different trust structures- private, public or Family Trust. This is a great enabler for keeping company control intact while retaining economic benefits for successors. This needs to be mapped before listing and post listing this can create wealth for everyone.

9. Proprietary /Arbitrary approach to Policy based Approach

Put together Companies Act and LODR requires listed companies to adopt ~26 policies ranging from policy related to manpower – compensation – reward – succession – diversity TO policies monitoring conflict of interest or policies on investment and risk mitigations etc. This speaks volumes. This insists corporates to be able to frame long term views and positioning and to be thoughtful about their choices.

Proper framed policies develop culture, give autonomy, cultivates speed with thoughtfulness and alerts about expectations of various stakeholders.

Policies help corporates to maintain alignment of every stakeholders towards corporate vision-mission-goal-values. Policies also provide framework which will make job of executors seamless and increases accountability of every stakeholder.

Policies if weaved properly can be effective replacement of most brilliant and evolved human beings with a very common man at execution level. This is amazing tool and corporate laws expect migration of corporates from arbitrary/ proprietary decision making to policy-based functioning. Number of courses available on policy making in management schools are increasing and this clearly indicates need of Indian corporate world.

10. Moving towards evolved and responsible corporate

GOAL of any organisation is to make profit today and all the time in future and LODR and companies act if implemented in letter and spirit actually promises this. It is a role of company secretary not just to ensure the compliances are done but also to ensure that it is implemented in a manner which transforms company into very evolved corporate.

Conclusion

Whether you list or don’t list, imbibing these highest level of polices, practice, processes, culture and attitude makes any company and its ecosystem a very matured, efficient, effective and sustainable. Listing is optional. Maturity is not.  Sustainable success is not achieved by chance, but by design. Regulation is not a burden; it is a blueprint for excellence. Great companies don’t comply with laws; they evolve through them. Role of company secretary is not just to ensure compliance but to ensure that true benefit of these regulatory expectations transform those companies into a evolved organisation which sustains for hundreds of years

[1] Care ratings IBBI data .

[2] There are almost 37 TYPES of disclosures required under reg. 30 and approx. 61 types of disclosures under LODR

[3] Listed cos generally quarterly calls after publication of fin. Results. They also conduct quarterly calls post disclosure of significant events.

[4] There are some index such as ESG ratings by NSE (https://www.nse-esgrating.com/esg-ratings ), BSE 100 ESG Index, S&P ESG India Index etc, which  and S&P BSE 100 ESG Index. These indices help investors identify ethical firms, promote better corporate governance, and attract sustainable capital.

[5] IBEF 

[6] Reg 32 of LODR provides for quarterly updates on statement of utilisation of funds raised through public issue. Monitoring agency report is also provided if fund raising exceeds

[7] India’s crude oil import dependence (~87–88%), coupled with a fossil fuel–dominated energy mix, underscores a structural reliance on external energy sources despite ongoing transition efforts.
(Source: Energy Statistics India 2026, MoSPI) .

https://www.niti.gov.in/sites/default/files/2023-03/National-Strategy-for-Artificial-Intelligence.pdf

[8] Regulation 23(4) of SEBI (LODR) Regulations, 2015

[9] Regulation 17A (1) of SEBI (LODR) Regulations, 2015

[10] Regulation 3(5) of SEBI (PIT) Regulations, 2015

[11] Regulation 21(4) of SEBI (LODR) Regulations, 2015

[12] Orders of SEBI chairperson/members, orders of SEBI AO and Quasi-Judicial Authorities from 1 January 2020 to 22 April 2026

[13] section 134 of cos act, 2013 and Reg 21 of LODR, Reg 34 of LODR

[14] Corporate Laws Bill 2026 arms NFRA with sweeping enforcement powers, penalties

[15] Reg 22 of LODR provides for listed entity to formulate a vigil mechanism / whistle blower policy for directors and employees to report genuine concerns.

[16] The National Green Tribunal, in In re: Gas Leak at LG Polymers (2020), found prima facie failure of safety systems and imposed strict and absolute liability on the company, directing deposit of ₹50 crore and constituting a high-level committee to examine lapses and preventive measures.

[17] 2(1)(zc)(ii) of LODR defines related party transactions to mean a transaction between listed entity and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries.

[18] Reg. 26 (3) and (5) of LODR

[19] Reg 26 (1), (2) and (3) of LODR

[20] Members of audit committee who are independent director shall approve related party transactions.

[21] RPT ISF June 2025: management of listed entity shall provide information in format specified in RPT Industry Standards.

[22] Regulation 23(4) of LODR: no related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not

[23] Section 164 of the Companies Act, 2013

[24] Regulation 17(1)(a) of SEBI (LODR) Regulations, 2015

[25] Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015

[26] Regulation 30(11) of SEBI (LODR) Regulations, 2015 read with Point 4 of Sch A of SEBI PIT Regulations: Prompt dissemination of UPSI that gets selectively disclosed.

[27] P.E of Sensex is 21.63 – BSE website

This article is published on taxmann link below.

https://www.taxmann.com/research/company-and-sebi/top-story/105010000000028367/positioning-ipos-strategically-long-term-success-mantra-opinion

The post Positioning IPOs strategically: Long Term Success Mantra first appeared on MMJC.

When things from opposite side keep throwing bright and stark force on your mind, don’t try to look through that pressure, rather keep looking at horizon [left side bonnet]. If you keep focus on horizon and you will sail through easily. This is more like psychological tool to tackle such situations. Just focus on corner [or horizon] where you can see comfortably and your mind, body will get strength, it will get direction, it will adjust to opposite forces without looking at it and you will keep driving. Such a simple formula!

In today’s VUCA (Volatile, Uncertainty Complexity, Ambiguity) world, just keep looking at left side bonnet of your own car and keep driving! What does it mean?

1. Just focus on what drives you [Your Light House]: Life and situation, many times put you in a spot where our mind may get zapped or influenced by outside forces and may get freeze or scared. But if we are somehow able to maintain focus on that one thing which keep driving you. It can be someone near to you for whom you want to work, or purpose for which you get up early morning, some motivational personality to whom you look up to, your own past performances, your faith in some energy …. Anything that drives you. Just focus on that and keep walking on the path. Just focus on corner which gives you direction and helps you focus and which is aligned to your goal. During freedom fight, it was charkha and khadi. Whether by wearing khadi it was possible for to throw British out ?! but it worked. For professional like me it can be my own firm or my domain or my people or clients or my skills, knowledge…
2. Just focus on where you are heading towards [Direction]: Just ensure your google map is working and your direction is correct, if your direction is correct, even if speed goes up and down doesn’t really matter. What matters is direction and consistency. And in that situation just be mindful about direction in which we are moving, don’t change direction because of strong opposition or resistance. Your vehicle may change, your speed may get adjusted, gear in which you are moving may get adjusted, but keep driving. For a consultancy firm like ours new clients may get added, new offices may get opened or may get slowed down, but so long as we keep walking towards vision, mission it is alright.
3. Trust UNIVERSE no one will hit you if your mind is focused [Trust / faith]: Noise around you, content around you, people around you may share something out of their nature or concern or otherwise what they feel appropriate or as per their motivation, but trust, faith is THE thing which will save you in this time. Trust Universe, GOD, Energy … nothing bad will happen. Just focus on your direction, your light house [left side bonnet of your car] and nothing else you will have to worry about. The rest of the universe will take care. Focus alone has power to build faith by default, but if you additionally practice faith it can give you double protection.
4. Don’t try to penetrate strong opposite forces and just focus on your CORE [focus on your CORE]: When you are not at your best or outside situation is not at best, don’t try to penetrate strong opposite forces, conserve energy. Focus on what matters to you, focus on your core, focus on your inner calling, ignore everything else. This is not a time to fight outside forces by taking them head on, rather this is the time to ensure you keep moving towards your direction, without bothering much about external forces. Your focus alone will keep them away from you. Your focus on your own core will make them dis interested in your journey! This may appear very poetic but this works. I am sure each of us have many testimonials on these lines. This is time to recall all those experiences and have faith.

This works for the individual, for society, for the community and even for nation.

Our Prime Minister – Shri Narendra Modi, has made appeal not to be miser, he has not appealed to spend less in general, he has requested to conserve foreign exchange spending only. This doesn’t mean we should slow down, bog down, stop. This only means: focus on our core, focus on what we can do, focus on conserving energy, ignore outside noise, keep looking at your lighthouse, have faith, maintain direction and momentum towards your goal while conserving energy. This dark night will be over, there will be sunlight and there will be clarity soon, but till then, if we maintain this simple formula [keep looking at the horizon or left corner of the bonnet of your car], we have adequate clarity required to move in our direction.

The post If disturbed by volatility focus on horizon first appeared on MMJC.

Here is how we move beyond the checklist to a contemporary, “Compliance by Design” framework. In alignment with vision of Viksit Bharat by 2047, it’s a time when collectively Independent Directors, KMPs, Institutional Investors, Regulators, Promoters will have to demonstrate higher integrity to attract better valuation and also bring more sustainability to company.

1. Mapping the Human Matrix

Every framework assumes people act rationally, but they actually act according to their own motivations. When we fail to map these stakeholders, we miss the risks hidden in plain sight.

• The “Shadow” Power Structure: A promoter might hold stakes in multiple similar businesses. Even with perfect paperwork, there is an inherent risk of “value shifting” or strategic bias that a standard audit might miss[1]. Or when the entity is one of the piece of the whole value chain which promoter owns via multiple companies, one needs to be mindful of this risk.
• The Governance Paradox: When one person holds the roles of both Chairman and MD, the board’s ability to challenge senior management or evaluate pay becomes a formality rather than a check[2].

Think of the Satyam scandal or more recent fintech collapses. On paper, the boards were populated with experts; in reality, the concentration of power made dissent a “career-ending move”, rendering the compliance framework an illusion. And therefore many good professional or Independent Director and even institution insist, though not mandatory, to have single structure in group for one business and separation of chairman and management. This systemically reduces risk. Overall we as community, will have to look at compliance from Human matrix.

2. Incentives Drive Behavior, Not Manuals

Policies assume people will follow the rules; incentives determine what they actually do. “People do not violate policies; they follow incentives”.

In the age of “hyper-growth” startups, the pressure to reach unicorn status often created an incentive structure where “breaking things” is rewarded more than building them correctly, making compliance the enemy of speed. Many successful and sustainable corporates take cognizance of incentive based human behaviour and structure their engagements, evaluation, compensation to eliminate such risks.

3. The “Silo” Tax: Where Compliance Breaks Silently

Compliance often fails at the point of coordination, not at the point of law. When departments don’t talk, risk leaks through the cracks.

• Insider Trading (PIT): The Compliance team might have a great policy, but if the Business team or an outside consultant leaks Unpublished Price Sensitive Information (UPSI) because they weren’t “sensitized,” the policy is useless. And sometimes sensitization may need a louder action to demonstrate what organisation stands for.
• The Onboarding Gap: If HR, Legal, and Compliance don’t align during the hiring of Senior Management or Key Managerial Personnel (KMP), background checks and independence assessments remain incomplete. And if their assessments are relied upon by Independent Directors without being sceptical about process, controls and independent check, it can create disaster. In one of the recent cases KMP was alleged to have been on payroll of some group company, which is against principle of exclusive commitment expected from KMPs.

Consider Global Data Breaches. Often, the IT department knows about a vulnerability, but because they aren’t integrated with the Legal/Compliance reporting chain, the “disclosure failure” happens long before the regulator finds out.

Increasing cross functional team meets, more integrated KPI, KRA and reward recognize mechanism is the need of hour.

4. Designing Policies for the Real World

A policy that ignores how people actually act is just a document; a policy that reflects behavior becomes governance.

• Integrated Workflows: If compliance depends on different departments (like RPTs requiring Procurement, Marketing and Sales, HR, Finance, and Compliance), the policy must mandate a single, integrated digital workflow rather than three isolated tools/ systems. Gone are the days when operations used to say that RPT is responsibility of compliance team and we have nothing to do about it OR claiming disclosure is compliance requirement and not flagging the probable event is not my responsibility. Compliance cannot happen without integrated effort, system and accountability.
• Managing Tension: Don’t ignore the tension between ESOP encashment and Insider Trading rules—address it head-on with automated black-out periods and robust pre-clearance triggers.

Compliance team with the support of top management team should design policies and structures to navigate everyone on desired track.

5. Intelligent Supervision and Correction

You cannot achieve result of integrated compliance without adequate supervision and correction.

• Intelligent Supervision: This isn’t “inspection”; it’s the intelligent observation of patterns, predict changes in behavioral pattern which can trigger because of change in situations and accordingly re-structure your systems or increasing supervision typically for a situation. For example if new company is getting acquired or incorporated it will require support from related parties, or if any company is financially weak it will break RPT approval conditions, or when your CSR obligation increases suddenly, ability to cope up will take some time. In such situations compliance needs to be more mindful and alert.
• Continuous Correction: As the business evolves, the policy must evolve. If your risk profile changes (e.g., moving into a new market), your behavior-mapping must start over. Sustainability requires a PDCA (Plan–Do–Check–Act) cycle. Compliance department has to adopt many best practices from matured processes like ISO, Six Sigma and many other frameworks.

The Closing Thought

True compliance isn’t about ensuring nothing ever goes wrong—it’s about ensuring that nothing can go wrong unnoticed. To get there, we must stop building checklists and start engineering environments where integrity is the path of least resistance.

[1] there is no merit in the plea of appellant that the business allocation cannot be treated as a transaction, tantamounting to a RPT under Regulation 2(1)(zc)… business allocation will result in losses or/and gains in different geographies and product-lines which will have a definite value impact…In case such a value exceeds the materiality threshold as in Regulation 23(1), the appellant would be required to obtain the shareholders’ approval. – SAT order in the matter of Linde India Ltd vs SEBI, December 5, 2025.

[2] SEBI adjudication order in the matter of SCAL Services ltd. – October 21, 2022

The post Compliance by Design: Engineering Integrity into the Modern Organization first appeared on MMJC.