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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.
Good corporate governance practice calls for implementation and maintenance of sound standards of business conduct of affairs of a company. Thus fair and transparent manner of carrying out business by adopting highest standards of professionalism, honesty, integrity and ethical behavior together with complete compliance of laws are the prime necessities.
As a good corporate governance measure the new Companies Act 2013 and the listing agreement have provided elaborately for a company to formulate a Policy of remuneration of its Directors, KMP and other employees. The relevant provisions shall have to be kept in view as well as each company shall have the flexibility to lay down its criteria as best suited to it and the business environment in which it functions.
In the Board’s Report a statement has to be given indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors [Section 134 & Companies { Accounts} Rules 2014}].
Carrying on business activities entails many issues one of which is parties entering into various contracts which lay down the terms and conditions. Although, generally, efforts are made for unhindered implementation of the contracts, it may so happen that, in their performance, disputes could arise which the existing stipulations could not have taken into account.
