"Mr. Amitav Ganguly is a Law Graduate and qualified Company Secretary with more than three decades of rich experience in senior positions; company secretarial, corporate legal affairs, management and corporate governance; in different industry sectors like investment, manufacturing and real estate. A resident of New Delhi, he has also penned more than fifty articles in corporate laws which have been published in eminent journals and referred in ICAI library and RBI. Many more articles have also been uploaded and are being uploaded to well-known websites. He was associated with a well-known and one of the oldest, listed, pioneering real estate companies in North India as its Sr. Group Company Secretary. He is also pursuing a career in writing on corporate laws, which has always been his passion. He also writes literature; his two books, TWELVE PARANORMAL TALES & TEN X MURDERS FOR THE MIND are receiving good responses and reviews and are available online on Amazon/Flipkart/ Kindle. "
Explore the changes in provisions relating to independent directors and their impact on corporate governance.
PREAMBLE The Company jurisprudence in India enshrines statutory auditors who audit the accounts of a company as representatives of the shareholders who appoint them at every Annual General meeting {AGM} to look after the interest of the shareholders. In a significant case of Deputy Secretary v S N Dasgupta, AIR, 1956 , Cal 414, it […]
To ensure that the regulatory framework dealing with insider trading in India is further strengthened, SEBI had notified SEBI (Prohibition of Insider Trading) Regulations, 2015 [PTI Regulations] in place of an earlier Regulations.
Under Indian Companies Act 2013 there are two types of legal entities {companies} which are extensively used for carrying out business in India. The salient features of public and private limited companies with their advantages and disadvantages are given below:-
Pledge of shares by promoters of a listed public company with lenders of money by way of providing security for borrowing by the listed company from such lenders would not tantamount to an acquisition of shares and voting rights by the lenders and would not trigger making of Open Offer under SEBI Take over Code.
ANY NON-EXECUTIVE INDEPENDENT DIRECTOR OF A LISTED COMPANY OF 75 YEARS OR ABOVE AGE NEEDS SHAREHOLDERS APPROVAL TO CONTINUE
Determination of material listed or Unlisted Indian or foreign subsidiaries of the Company, where applicable, and complying with disclosure/other requirements regarding such subsidiaries and disinvestment of their shares held by the Company, and, selling/ disposing/ leasing of assets of such subsidiaries by them.
OBLIGATIONS & DUTIES OF DIRECTORS-There are well established judicial precedents that the directors of companies have fiduciary obligations and also duties to act reasonably, in good faith and in the best interests of the companies where they hold such positions.
Characteristically, companies have various levels or hierarchies of employees with base levels starting from workers followed by supervisors, executives, managers, senior managers, general managers, to the top management usually consisting of functional directors and ultimately the managing director.
The Directors and other Key Managerial Personnel {KMP} of a company constitute its top management with statutory positions, authorities and accountabilities. Their appointments and changes along with their prescribed particulars, including details of the securities held/sold by them in the company etc.
