Explore the roles and responsibilities of directors under the Companies Act 2013 in India. Understand their legal obligations, including duty of good faith, compliance, and more.
As per the Companies Act 2013 in India, directors of a company have specific roles and responsibilities outlined in the legislation.
These responsibilities include:
1. Duty of Good Faith: Directors are expected to act in good faith to promote the objects of the company and in the best interests of its shareholders.
2. Duty of Reasonable Care, Skill, and Diligence: Directors are required to exercise reasonable care, skill, and diligence in the performance of their duties. They should possess the requisite knowledge and expertise to make informed decisions.
3. Duty to Comply with the Act: Directors must ensure compliance with the provisions of the Companies Act 2013 and other applicable laws and regulations. They should familiarize themselves with the legal and regulatory framework governing the company’s operations.
4. Duty to Attend Board Meetings: Directors are obligated to attend board meetings and actively participate in discussions and decision-making processes. They should be adequately prepared for the meetings by reviewing relevant documents and seeking clarifications, if required.
5. Duty to Disclose Interests: Directors must disclose their interests in any contract or arrangement entered into or proposed to be entered into by the company. They should disclose such interests at the earliest opportunity in the board meeting and abstain from participating in the decision-making process related to such contracts or arrangements.
6. Duty to Maintain Confidentiality: Directors are responsible for maintaining the confidentiality of the company’s confidential information, trade secrets, and other sensitive matters.
7. Duty to Prevent Insider Trading: Directors should take necessary steps to prevent insider trading and comply with the regulations and guidelines related to the prohibition of insider trading.
8. Duty to Prevent Fraud: Directors have a duty to prevent fraud and take appropriate measures to safeguard the assets and interests of the company. They should implement internal control systems, risk management processes, and internal audits to mitigate the risk of fraud.
9. Duty to Disclose Directorship in Other Companies: Directors are required to disclose their directorships in other companies to the company in which they hold directorship. They should keep the board informed about any changes in their directorships.
10. Duty to Exercise Independent Judgment: Directors should exercise their independent judgment and not be influenced by external pressures or personal interests that may conflict with the interests of the company.
11. Duty to Ensure Timely and Accurate Financial Reporting: Directors are responsible for ensuring that the company’s financial statements present a true and fair view of the company’s financial position and performance. They should ensure that financial statements are prepared in compliance with applicable accounting standards and submitted within the prescribed timelines.
In addition to the general roles and responsibilities, the Companies Act 2013 in India imposes certain additional responsibilities and obligations on directors. These include:
1. Related Party Transactions: Directors have a duty to ensure that any related party transactions entered into by the company are conducted at arm’s length and in compliance with the provisions of the Companies Act. They should ensure adequate disclosure, approval, and reporting of such transactions.
2. Independent Directors: The Act mandates the appointment of independent directors in certain categories of companies. Independent directors are expected to bring an objective perspective to board discussions and provide a check on the actions of the management. They have specific duties to safeguard the interests of all stakeholders and contribute to the effective functioning of the board.
3. Code of Conduct: Directors are required to adhere to a code of conduct as specified in Schedule IV of the Companies Act. This code lays down principles and standards of professional conduct expected from directors, including integrity, professionalism, accountability, and responsible behavior.
4. Nomination and Remuneration Committee: Directors serving on the board of listed companies and certain prescribed classes of companies must constitute a nomination and remuneration committee. Directors have the responsibility to participate in the committee’s activities, including the determination of remuneration for directors, key managerial personnel, and senior management.
5. Audit Committee: Directors serving on the board of listed companies and certain prescribed classes of companies must constitute an audit committee. Directors have the duty to participate in the committee’s meetings, review financial statements, oversee the internal and external audit processes, and ensure compliance with accounting standards and auditing requirements.
6. Whistleblower Mechanism: Directors should ensure the establishment of a mechanism for employees and other stakeholders to report concerns regarding unethical behavior, fraud, or violations of laws. They should oversee the functioning of the whistleblower mechanism and ensure the protection of whistleblowers.
7. Corporate Social Responsibility (CSR): Directors of certain classes of companies are required to constitute a CSR committee and formulate a CSR policy. They have a responsibility to oversee the implementation of CSR activities and ensure compliance with the CSR provisions of the Act.
8. Risk Management: Directors should establish a robust risk management framework to identify, assess, and mitigate risks faced by the company. They should regularly review and monitor the effectiveness of risk management processes.
9. Annual General Meeting (AGM): Directors have a duty to ensure that the AGM is convened within the prescribed timelines. They should provide necessary reports and information to shareholders and facilitate the conduct of the AGM in compliance with statutory requirements.
It is essential for directors to understand and fulfill these additional responsibilities and obligations as mandated by the Companies Act 2013. They should stay updated with any amendments to the Act and other relevant regulations to ensure proper corporate governance and compliance. Seeking legal advice and professional guidance is recommended to ensure adherence to the specific requirements based on the company’s classification and activities.
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