Friends,
I hope this Sunday finds you well. I was delighted with the active engagement and positive feedback around our discussion on Mediation. This week’s edition is longer than usual with exciting guest posts, and I’m sure there’s something in it for everyone. I’ll kick us off with some thoughts on Governance.
🏛 Nuance in Governance
A few weeks ago, I shared a few highlights from the recent UBS report: ‘Will India be the next China?’. I also mentioned some of the unique features that India has that China does not — Rule of Law, and Corporate Governance among other attributes. As to the former attribute, I cited the example of the rights of foreign investors and companies being upheld by the Indian judiciary, and all actions taken by the Executive being amenable to judicial review. There are early indicators that China is gravitating towards protecting investor rights, but it is still some distance away when compared to the West and India in the East.
Concerning Corporate Governance, India has regulations that prescribe the parameters of corporate conduct and transparency of actions. The Companies Act of 2013 went a step further to codify the rules of governance and create a code of conduct for the Company and the Independent Directors as well. While companies listed on stock exchanges have to comply with the Listing Obligations & Disclosure Regulations, some unlisted companies are voluntarily mimicking listed companies in matters of governance preparatory to their 3 to 5-year plan of going public. This is driven by the desire to establish a proven track record of good governance which can then be factually articulated in the offering memorandum to inspire investor confidence.
I am an Independent Director on the Board of one such unlisted company, 🔗 RSB Transmissions(I) Ltd., and I am privy to the efforts being made by the promoters to institutionalise corporate governance. The brothers, R. K. Behera and S. K. Behera, from a humble beginning, scripted the story of RSB in 1975 at Jamshedpur. Three decades later, now headquartered in Pune, it has grown into a pulsating institution with manufacturing setups at Jamshedpur, Pune, Dharwad, Chennai, Pantnagar, Cuttack, Homer (USA) and Mexico.
Now let’s take a look at China. MNCs operating in China are habituated by their lineage and bound by their home country regulations to be transparent and accountable. The same cannot be said of Chinese companies. The problem lies in the evolution of private enterprise. Historically, the State-controlled almost all of the businesses. These State-Owned Enterprises (SOE) were divested in favour of private players who, it is suspected, got control of those enterprises either as a political favour or through/in exchange for political clout. Though this resulted in a change of control, the secrecy with which these enterprises operated did not change for quite some time. Even listed SOEs which were required to publish financials did not inspire confidence. Majority shareholders with political affiliations ruled the roost and, even today, are reported to be using their clout in making governance a facade behind which lie many uncomfortable truths. Outside Directors (not exactly like the Independent Directors in India) were no doubt inducted, but it is not very clear as to how effective a role they played in protecting minority interests. The voice of constructive dissent can only be heard in a boardroom where free and open discussion is encouraged. CSR spend is driven by political considerations rather than community concerns.
For more on this, I suggest reading this paper, titled ‘A review of corporate governance in China’, which offers a more holistic view of the situation. (🔗 Click here to read)
There is, to date, one area of common concern to both India and China; the segregation of the roles of Chairman and CEO. The Kotak Committee recommended the separation of these roles for all companies with 40% of public shareholding, but SEBI took the view that this rule should be applied to all the top 500 listed companies regardless of the shareholding. Though this was supposed to go into effect from April 1st, 2020, it has been deferred (likely by a couple years) to allow corporates a period of transition.
The essence of good governance can be found in this simple quote by Henry Wadsworth Longfellow:
“It takes less time to do a thing right than to explain why you did it wrong.”
The quality of people reflects in governance. Hence, when we think of hiring people to run companies or join the boards, it is good to be reminded of Warren Buffett’s suggestion:
“You’re looking for three things, generally, in a person - intelligence, energy, and integrity. And if they don’t have the last one, don’t even bother with the first two. I tell them, ‘Everyone here has the intelligence and energy - you wouldn’t be here otherwise. But the integrity is up to you. You weren’t born with it, you can’t learn it in school.”
🧠 Mental Health in the Time of COVID

With the country in various stages of lockdown over the past few months, we’ve had to adapt to an unpredictable new world. Furthermore, as the news continues to report increased COVID cases, companies continue to furlough their employees, and new worries pop up daily, it’s no surprise that many people’s mental health has been greatly impacted. Mental health has been a growing problem in India — with more than 1 in 20 adults suffering from depression alone. And in recent months this number has shot up exponentially. So how can we learn to deal with depression and other mental health concerns in the time of COVID? Anna Chandy, Chairperson of 🔗 The Live, Love, Laugh Foundation established by Deepika Padukone, has generously shared a few insights on the topic with us.

Pras: What impact would you say ‘Social Distancing’ and ‘Self-Quarantining’ have had on people’s mental health?
Anna: As advised by the World Health Organization and the government, two of the most important measures in Covid-19 battle are ‘Social Distancing’ and ‘Self-Quarantining’ in case one is likely to have come in contact with others who may have had the disease. We need to be socially responsible and follow these two directives as it impacts the lives of not only each of us and our families but also the larger collective community. There is no doubt about the urgency or need for these strategies, which are enforced by governments globally. However, living in uncertainty not knowing the impact on each one’s life has tremendous implications on a person’s mental and physical health. We need to account for this impact.
Social distancing is different from social isolation. Despite social distancing, we can be connected emotionally with the outside world and begin to problem-solve to manage the social, financial, and personal challenges in a well-thought-out, structured and positive way.
Pras: As discussed, living in uncertainty can have a far-reaching effect on a person. One such question on many people’s minds is job security. How can we acknowledge and mitigate this fear?
Anna: Several economic forecasts point to recessionary trends. Since earning members are critical to a family’s finances, fears of financial security can prove to be highly stressful. Apart from the loss of future earnings, even investments are losing shine with stock markets plummeting. While the financial downturn seems unavoidable, we need to look at the bigger picture. There are going to be sectors and job profiles that will see greater traction once Covid-19 infections start fading away. This is a good time to reset your short- to medium-term financial plans. Evaluate your needs, what seemed important before the shutdown may not be so. This time provides us with the opportunity to acquire skills or new knowledge. Learning, most often, will give confidence and a headwind when normalcy returns. By devoting yourself to self-empowering activities, there is a better chance for you to ward off or minimize stressful thoughts or negativity that might creep in.
Pras: It can be hard to maintain such a positive attitude when you’re stuck at home for so long, however. Any advice on how to change this outlook?
Anna: Don’t look at this as a confinement. Most of us are anyway working from home, doing almost the same tasks that we normally do at the office. There are digital communication tools such as webinars, video conferencing and video calls to stay connected with colleagues and friends. Further, we can also utilize the time to indulge in hobbies and artistic pursuits that we may not have had the time to pursue previously. For instance, writing, painting, playing an instrument or listening to music, watching TV shows and films or reading books, etc., can be great stress busters.
Pras: But this confinement doesn’t just affect one person. Having all your family members stuck in close quarters for a long time can lead to a lot of anxiety as well. What are some of the issues that crop up and how can we deal with the frustration that arises from this?
Anna: When outdoor movement is curtailed and one is homebound with children, the elderly and other family members, there could be scope for internal conflicts. There is also the worry of keeping everyone safe from the viral infection and taking care of pre-existing health conditions among family members and so on. These family health concerns can affect the mind and adversely impact the ability to be productive. As a leader, you need to take charge of your home, just the way you run things at the office. Ensure adherence of guidelines related to sanitization, hygiene and social distancing. Spend time on your own personal grooming, be professional in whatever home chores you take on, that your earlier office schedule could not perhaps accommodate. Further, by being together 24/7, it is possible to revitalize personal bonding but it is also important to respect personal space and boundaries of parents, siblings, spouse or children. This can not only promote better mental health, but it could also make things easier when your office routine resumes.
Pras: Speaking of personal space, it seems to be a lot harder to set hard boundaries between your work-life and home-life these days.
Anna: Yes, if there is one work-from-home element that is a major challenge and can cause a lot of fatigue and mental stress, it is the merger of the on-duty and off-duty hours. Since you are home, practically all active hours are assumed to be the time when you are ready to work. The urgent email, the phone call, conference calls or a presentation request can keep coming in even after the usual office hours. At the same time, your family especially children and the elderly are unlikely to fully grasp the complexities of working from home. Hence, you are drawn into playing dual roles round-the-clock. This can wear your body and mind down. Irrespective of the fact that you are working from home, try to follow the same work schedule that you normally do at the office. Take the calls, do the meetings, and respond to emails as well as engage in other regular work during specific hours. While the odd exception to respond to urgent tasks is unavoidable, it is recommended that you set clear boundaries. Similarly, instead of working from your bedroom or living room, it is better to spend your working hours in a separate home office. It could be a full-fledged room or a corner. The idea is to work professionally and as per the regular schedule. This will help you, your colleagues and family members differentiate between working and non-working hours.
Pras: And if you had to leave us with one final piece of advice?
Anna: Extraordinary times often require unusual responses. The Covid-19 induced lockdown is one such scenario that none of us was prepared for. Still, we must handle it with care and ensure that our personal and professional lives continue as smoothly as possible!
The Live, Love, Laugh Foundation is dedicated to reducing the stigma around and spreading awareness of mental health issues. You can read more about the organization 🔗 here.
🧘🏽♀️The Importance Of Meditation:
My friend Bhooma Krishnan is COO of 🔗 Devic Earth, and an entrepreneur, primarily in the education space, who has founded multiple startups, with skills in operations, logistics, strategy implementation, human resource management, learning and development. Bhooma has kindly shared a useful and approachable overview of meditation towards encouraging each of us to consider adding it to our daily practice.

Meditation is a simple approach to dealing with the complex situations that arise from depression during COVID.
The current pandemic has brought a lot of turmoil into all of our lives – where there once was constant movement, a flurry of busy activities and work, we are now forced to remain at home with our families and ourselves. It is a new reckoning that has mandated that we become better acquainted with slowing down, stillness and mindfulness. Meditation is the vehicle that facilitates all these ways of being, by ensuring that you connect with your inner self whilst confronting an external environment of panic and anxiety. During a busy day working from home, it is crucial to take time out, to meditate and appreciate the feelings of joy and bliss that it brings, and be as focused in that endeavour as you would for a workout out or other such activity. Meditation enables us to focus on the positive aspects and be grateful for the many miracles in our lives. Gradually, it brings about a subtle transformation within ourselves thereby opening us to our inner realm of joy and unconditional love.
To note, meditation has proven benefits beyond just the direct impact on mental health and wellbeing. Meditation increases concentration, focus and memory, helping us become our productive best selves every day. It helps us to stay positive despite the stress during these tough times. And it most certainly enables us to develop better self-worth, self-awareness and self-reliance.
What are the steps to start meditating if you are a beginner?

Enjoy your bliss and quiet time — learn to be one with the silence.
I’ll leave you with this Haiku:
Filling love and light
Going deep into the self
I travel inwards
🎓 Access to Education
My very dear friend of 5 decades, Ashvini Ranjan and his charming wife Shashi who live in Mysore are actively associated with Pratham, an organization dedicated to helping children gain access to education, particularly in rural areas. You can learn more about this organization 🔗 here. I asked Ashvin to share his insights on the current state of educational access in these trying times.
His grievance is that although the right to education is enshrined in the Indian Constitution, access to quality education to children in rural India who constitute nearly 60% of the child population continues to be a challenge. This challenge can manifest in several ways — proximity to a learning centre, basic infrastructure, lack of teaching staff, affordability, and societal reservations on educating the girl child. All these factors have been magnified by the restraints imposed on the society at large by the pandemic. The foremost concern is about providing access to online learning to lakhs of children who are currently out of school.
Ashvin is anguished that an overwhelming percentage of these students cannot afford even a smartphone with wifi or data facilities, making online learning an impossibility. Power cuts add to this problem. He tells me that the discipline required for online learning at home is of a higher order than that required when attending a normal school. He cites the simple example of family tensions surrounding the young student. The father may be working from home, the mother might be a homemaker struggling to provide nourishment to the family, and in some households, the breadwinner may have been laid off, putting the entire family at higher risk for depression (which highlights the salience of this edition’s focus on mental wellbeing).
Pratham Mysore maps all these aberrations and tries to mitigate their effects. I came across a video where parents are encouraged to become teachers. 🔗 Please watch it by clicking this link.
Ashvin calls it a misnomer if formal teaching is considered the only avenue of education. Getting the children under one tree or one roof, engaging them in a conversation, sharing experiences, talking to them about food that can be grown in the backyard, about home remedies, about current events, narrating a particular incident, storytelling, and even sharing jokes and anecdotes ventilates their young minds thirsting for sociocultural or other non-curricular information. Ashvin wants everyone to engage with kids and stimulate them. He tells me that a maid who may well be illiterate has much she can share with her kids. Grandmother's tales were indeed a source of practical wisdom that is drying up, Ashvin laments, as fewer children are aware of these stories and folklore.
Fortunately, many of these worldly lessons can be found in tales with morals such as Aesop's fables. 🔗 Click here to access some of them. Please make it a point to read these tales to your children or any other children in your community. You could go to a nearby school and offer to narrate the tales in the language they understand; it’s a great way to keep these oral traditions alive.
You can read more about Ashvin and his work with Pratham 🔗 here.
Potpourri
A Milestone Meeting: As mentioned previously, I have been organising a forum called Lawyers Round Table (LRT) for over 6 years now. I am pleased to announce that the 75th meeting, a milestone event, is being organised via Zoom on 16th August from 4.30 pm to 5.30 pm. Our guest speaker will be Renowned Legal luminary Mr Cyril Shroff, and he will elucidate on ‘The Future of Legal Profession’. If you are interested, please let me know, and I shall provide you the link to this meeting.
Speaking of Coffee: Kumbakonam Degree Coffee has for decades catered to the palates of diehard coffee lovers. As you drive from Bangalore to Chennai and other destinations in Tamil Nadu, you cannot help but keep a lookout for the signpost of KDC. I know Kumbakonam, and, of course, know coffee, but what does Degree have to do with anything? Well, the explanation depends on who you ask. Some say it refers to the right temperature of the beverage, others believe it has to do with the quality of cow’s milk measured by lactometer, and still others claim it is a nod to the chicory added to the coffee which came to be pronounced as tikri and later became degree.
Personally, I like 🔗 the explanation given by G. Raghavan of Kumbakonam.
Mistakes can happen:
A new business was opening and one of the owner's friends wanted to send him flowers for the occasion. They arrived at the new business site and the owner read the card, “Rest in Peace.”
The friend was angry and called the florist to complain. After he informed the florist of the obvious mistake and how angry he was, the florist replied, "Sir, I'm really sorry for the mistake, but rather than getting angry, you should be laughing - imagining that somewhere there is a funeral taking place today, and they have flowers with a note saying, “Congratulations on your new location.”
Smart Alec says:
“To forgive is divine, but to forget, you have to be senile.”
Until next week - take care friends!
This is from R K BEHERA CMD of RSB Group:
Dear Pras
A very good insight on corporate governance in India vs China.
Of course India has improved a lot in terms of governance over a period of last 2 decades.Thank you for quoting RSB in your article as a unlisted co.
Secondly your conversation with Anna Chandy is very inspiring and useful for the people suffering from depression due to Covid - 19 situation.
Meditation really helps a person suffering from anxiety and stress.I can vouch for the same as I myself suffering from mental agony and tremendous stress during last one month could come out of this problem by regular practice of meditation.
But meditation should be practice only under the guidance of a Master otherwise it could be disastrous.
Have a enjoyable Sunday.
R K
The writings on governance, importance of mental health and meditation practice and the highlight on access to education are all timely and insightful. Another resource for the inner journey is put together by The Dalai Lama and Paul Ekman, at http://atlasofemotions.org/
Isaac Newton spoke of “...wandering upon the vast shores of knowledge, every now and then finding a small bright pebble...”
Thanks again Pras for gathering and sharing these gems.