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267 / 2021



Quote of the day

"Remember, teamwork begins by building trust. And the only way to do that is to overcome our need for invulnerability."

- Patrick Lencioni

Last issue I carried the inspiring story that I heard first hand from a Kargil war hero, Capt Naveen Nagappa. This time I want to share lessons from a talk that I heard from another type of war hero – a cardiac surgeon who likens a surgery to a war field, given that in both cases there is zero tolerance to errors. After all it is literally a ‘life and death’ question.
I heard the renowned heart surgeon Dr. Vivek Jawali speak on
“Lessons in heart surgery – Zero errors in management”. These were practical lessons from a ‘little-giant’ (a person of petite stature but a towering personality) who has 30,000+ surgeries to his credit. Sharing a few snippets …..

  • Flight, Cardiac Surgery & War – all have variables though flight is predictable. Cardiac surgery & War can be fluid and challenging.

  • Best practice – zero error and open mind.

  • Although individuals may make mistakes, it is possible for teams to be flawless – Teamwork.

  • Humans cannot be punished for systemic errors – create a culture of fearless error reporting (role of whistle blower)

  • How zero error is ensured in pre-operative stage – diagnosis & layers of counter-checks before admission, fast track tests, cross-discipline consultations, pre-procedural plans, check listing, quick calls, multiple cross checks by all team members (sounds like a corporate project preparation, right ?)

  • What are the reasons for error in Operation theatre / ICU – Lack of adequate training, absence of standard rules, major gap in communication between surgeon and others, use of unreliable systems, rush to complete cases due to bad time management – ANSWER to all these maladies is EDUCATION, CHECKLIST, COMMUNICATION (corporate or cardiac surgery lessons ?!!)

  • Errors in other areas – general diagnostic, medication, device & equipment, hospital acquired infections, electronic health records, communication, handing over patient, during acute intervention – all of these can be prevented through SOPs, communication protocol & solid team (it is nothing short of a war room !)

  • Politeness in communication is a NO-NO in a surgery room - could be fatal for the patient at times

Mantras for safety promotion & zero errors

  • Build better teams

  • Build safeguards

  • Be conscious of similar sounding people names in OT (could be disastrous)

  • Reduce time to report abnormal test results (use phone, whatsapp)

  • Give time-out or quiet zone to the nurse

  • Ensure team members accept inherent issues in their roles

  • No room for ego when errors are reported

  • Hierarchy to be rigid and respected

  • Prioritise, expect the unexpected

  • Create a fair and fearless environment for whistleblowing / error reporting

Develop thorough checklists | Foster a solid team | Encourage clear communication |

It was mind-blowing to listen to this management talk from a world renowned cardiac surgeon – so many takeaways and tips that each one of us can adopt for Zero Errors.

While Dr. Jawali interspersed his talk with amazing live stories and anecdotes and even showed us videos of heart surgeries and live hearts, in the English Language section of this 267th Samhita, we have Balaji Ramaswamy highlighting the elements of storytelling – corporate or otherwise. Who wants to miss a nice story, especially of a management type that we can use effectively ? MCA has tinkered with the eligibility exam criteria for practising professionals aspiring to be Independent Directors – I am still wary of this whole examination and marks criteria for an ID and how relevant it is for such a role. Well, whether we like it or not, there are rules in place which will continue to ‘evolve’ so to say. Apart from this do download the MCA released FAQs on CSR to guide you in meeting CSR obligations. It will be worthwhile to also access https://www.icsi.edu/media/webmodules/Guidance_Note_on_CSR_Final.pdf, an ICSI publication which deals with CSR issues extensively. For any previous issues of Samhita and the readers’ feedback, please visit https://sharadasc.com/resource-center/.

Happy Reading,

S.C. Sharada

A tale:

The crow story and the corporate story:

Some of you might be aware of storytelling. Storytelling involves having characters. Bringing in a problem/ conflict, giving a solution to it, and bringing one more problem/conflict in the solution the character got raising the conflict to a level where it appears unsolvable and finally offering a solution.

Here, I try to explain it with the simplest story we know - 'The thirsty crow story'

Crow story:

1. Place - probably a village
2. Character - crow
3. Conflict - thirsty crow was not able to find water
4. Solution 1 - it found water after searching for long
5. Point of no return - the crow's beak couldn't reach the water level
6. Solution - the crow used the stones to raise the level of water

Corporate story:

The story was presented during the launch of an electronic gadget. A man projected the images of expensive mobile phones and said that they are not widescreen. The buttons on the phone are a huge problem. We can give you a phone without any buttons and has a widescreen (First problem and solution). Later, he said "Now, how
will you write on it. Would you use a stylus? What if you lose the stylus? it can tear off your pocket,...But, we have designed a device where you can use the most precise element which man has ever used which is your hands. We are proud to introduce the first touch screen mobile phone"

1. Place - USA

2. Characters/target audience - Rich people in the US who use expensive mobile phones
3. Conflict 1 - The buttons occupy a lot of space on phones like blackberry because of which the display is confined to a small part of the screen
4. Solution - We have come up with a phone on which you get a widescreen
5. Point of no return - How would you type/write on this now? Would you use a stylus? What if you lose it? Can you carry it everywhere? What if it tears off the pocket of your clothes?
6. Solution - You can use the most precise element. Your own hands to type on this phone. We are introducing a touch screen phone.

Balaji Ramaswamy N
Mobile: 9741393539

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Reminders for Payments & Returns

Regulatory Updates

MCA Updates

Requirement criteria for completion of online proficiency test for IDs – revised

MCA vide Notification dated 19.08.2021 has exempted following persons who are willing to be appointed as IDs from the requirement to complete the online proficiency test:

  • Advocates (in Court practice), Chartered Accountants, Company Secretaries and Cost Accountants, who have been in practice for at least 10 years.

  • Candidates in the pay scale of Director or equivalent or above in any Ministry or Department, of the Central / State Government with experience of not less than 3 years in handling commerce, corporate affairs, finance, industry or public enterprises; or the affairs related to Government companies or statutory corporations set up under an Act of Parliament or any State Act and carrying on commercial activities.

Open Notification No. G.S.R. 579(E) dtd. 19.08.2021

Annual Report on Capacity Building of Independent Director

MCA vide notification dated 19.08.2021 has amended the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019. Pursuant to the amendment the Indian Institute of Corporate Affairs shall within the 60 days from the end of every Financial Year send an Annual Report i.e the Annual Report on Capacity Building of Independent Director to every individual registered as an Independent Director and every company in which such individual holds directorship as an ID.

The format for the Annual Report has also been specified in the Notification.

Open Notification No. G.S.R. 580(E) dtd. 19.08.2021


As part of Circular dated 25.08.2021, MCA has published Frequently Asked Questions on CSR. These FAQs include the amendments notified on 22.01.2021. The FAQs are split into sections with following headings:

  1. Applicability of CSR

  2. CSR Framework

  3. CSR Expenditure

  4. CSR Activities

  5. CSR Implementation

  6. Ongoing Projects

  7. Treatment of unspent CSR amount

  8. CSR enforcement

  9. Impact Assessment

  10. CSR Reporting and Disclosure

While the industry experts and stakeholders are still analysing and adapting to the regime change in CSR, the FAQs released by MCA might help provide some clarity!

Open FAQs

SEBI Update

Disclosure of shareholding pattern of promoter(s) and promoter group entities

SEBI vide Circular dated 13.08.2021 has notified new formats for Disclosure of shareholding pattern by the promoters and promoter group entities. Earlier the promoters and promoter group entities disclosed their collective shareholding in the format notified by SEBI in Circular dated 07.08.2018. The new format released by SEBI vide Circular dated 13.08.2021 requires the promoters and promoter group entities to disclose their shareholding pattern individually. The revised format for the disclosure has also been notified as an annexure to the Circular.

Open Notification No. SEBI/HO/CFD/CMD/CIR/P/2021/616. dtd. 13.08.2021

IT Updates

The Taxation Laws (Amendment) Act, 2021

The Central Government has notified the Taxation Law Amendments Act, 2021 dated 13.08.2021 to repeal the contentious retrospective tax brought in by Finance Act, 2012. The Act amended the Income Tax Act, 1961 so as to provide that no tax demand shall be raised in future on the basis of the said retrospective amendment for any indirect transfer of Indian assets if the transaction was undertaken before 28th May 2012.

Key features of the Taxation Laws (Amendment) Act, 2021:

  1. Provides that no tax demand shall be raised in the future based on the retrospective amendment made through Finance Act, 2012, for any indirect transfer of Indian assets if the transaction was undertaken before 28th May 2012.

  2. Provides that the demand raised for indirect transfer of Indian assets made before 28th May 2012, shall be nullified on fulfilment of specified conditions and on furnishing of an undertaking.

  3. Provides to refund the amount paid in these cases without any interest thereon.

  4. Amends the Finance Act, 2012 so as to provide that the validation of demand, etc, under section 119 of the Finance Act, 2012 shall cease to apply on fulfilment of specified conditions and on furnishing of an undertaking.

  5. Empowers CBDT to make rules to provide the form and manner in which an undertaking shall be submitted.

Open the Amendment Act

Income-tax (24th Amendment) Rules, 2021

CBDT notifies Rules prescribing ‘any other person’ who shall verify income-tax returns as per section 140(c) and clause (cd) of the proviso to section 140(c) the Income-tax Act, 1961 (“Act”) and who shall be treated as authorised representative before any income-tax authority as per section 288(2) in case of a company and a Limited Liability Partnership (LLP). For this purpose, two new Rules have been inserted in the Income-tax Rules, 1962.

  • Rule 12AA is notified to prescribe person for the purposes of clause (c) and clause (cd) of section 140 – Insolvency Professional/Resolution Professional/Liquidator appointed by Adjudicating Authority under IBC

  • Rule 51B prescribing appearance by Authorised Representatives in certain cases - IP / RP / Liquidator appointed by Adjudicating Authority under the IBC who has admitted the Resolution Process.

Open the Notification No. G.S.R. 578(E) dtd. 18.08.2021

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Note: The contents of this Newsletter are only a summary and has not dealt with any issue in detail. Any action taken or proposed to be taken must be in consultation with professionals and not merely based on the articles / news updates. S. C. Sharada & Associates disclaims all liability on action taken without professional advice.