Typically, companies have various levels or hierarchies of employees with base levels starting from the workers followed by supervisors, executives, managers, senior managers, general managers, to the top management usually consisting of functional directors and ultimately the managing director.
There are well established judicial precedents that the directors have fiduciary obligations and duties to act reasonably and in the best interests of the companies where they hold such positions. Their duties emanate due to holding positions which may be synonymous to agents as well as trustees of their companies.
The Directors of a company function and exercise most of their powers at periodical meetings of the Board. The meeting to be vaild has to comply with the provisions of the Companies Act 2013
Amitav Ganguly Background The Board of Directors {Board} of a company is its highest decision making organ. However the shareholders’ jurisdictions always exist as per the scheme of the Company jurisprudence. The directors constituting the Board act collectively, as well as individually, depending upon the position they hold and the authorities granted to them by […]
Before one analyases the provisions in the Companies Act 2013 relating to alternate director, { Sub section {2} of section 161 of the Companies Act 2013}, it is to be understood that appointment of alternate director in place of absentee original director is a business decision of the Board of Directors of a company. It is not madatory that alternate ditector has to be appointed. There can be many cases where in spite of one or more directors being absent for long periods, no alternate director/s is/are appointed.
Simply stated, a casual vacancy is said to have occurred in the Board of Directors{ Board} when the office of a director appointed by the shareholders is vacated before the expiry of his term. Although the Companies Act 2013 { new Companies Act } doesnot define what constitutes this vacancy,
The provision for appointment of additional directors is a special emergency power available to companies. The appointment lapses when the shareholders would normally assume control over the appointment of the directors at the general meeting. { Ref case: Topandas Mohanlal Advani v. Yeotmal Electric Supply Company {1940} 10 Com Cases 133 , 139: AIR 1940 Sind 87}
As per the scheme of the Company jurisprudence the appointments of directors at the meetings of the shareholders are done through simple majority. Therefore the simple majority has the right to elect all the directors and a substantial minority cannot succeed in placing a even a single director on the Board.
In any company documents management, more particularly, preservation of documents is of critical importance. However it appears that generally in the corporate world in respect such preservation there is neither any laid down policy nor is preservation is done in any systematic manner. Hence Securities and Exchange Board of India has thought it fit to lay down, for the first time, provisions in this regard for companies whose securities are / shall be listed on the stock exchanges.
The new SEBI Regulation has made provisions for disclosure of all material events / information to Stock Exchanges{ where the securities of a company are listed } relating to the company and its material subsidiaries, if any, and complying with requirements in this regard in order attain transparency and good corporate governance.
