SEBI : To ensure that the regulatory framework dealing with insider trading in India is further strengthened, SEBI had notified SEBI (Pr...
SEBI : Pledge of shares by promoters of a listed public company with lenders of money by way of providing security for borrowing by the l...
Company Law : Determination of material listed or Unlisted Indian or foreign subsidiaries of the Company, where applicable, and complying with d...
Company Law : OBLIGATIONS & DUTIES OF DIRECTORS-There are well established judicial precedents that the directors of companies have fiduciary ob...
Company Law : Characteristically, companies have various levels or hierarchies of employees with base levels starting from workers followed by s...
In order to promote and maintain sound standards of business Conduct and Corporate Governance, the Board has laid down, and from time to time circulated, the “Code of Conduct” { the Code} of the Company for directors and senior management, compliance of which is an obligation. In terms of the Code, the Board expects the employees to bring to their attention or to that of Senior Management any breach or suspected breach of the Code.
Amitav Ganguly {New Section 194 of the Companies Act 2013} BACKGROUND There exist well established judicial precedents as well laws that the directors have fiduciary obligations and also duties to act reasonably and honestly in the best interests of the companies where they hold such positions. Their duties emanate due to holding positions which may […]
The disclosure of interest by a director is a statutory duty arising out of distinctive position held by him. Such position does pose some ambiguity. It is very well possible that in the first instance even a director may not be able to give a clear reply about his legal position.
Ministry of Corporate Affairs {MCA} vide its Circular no. 17/2011 dated 21-4-2011 and no. 18/2011 dated 29.4.2011 had given clarifications regarding sending copies of Balance Sheets and Auditors Report etc { documents} to the members of a company under section 219 of the Companies Act 1956 {erstwhile} through electronic mode.
The position of Directors does pose some ambiguity. It is very well possible that in the first instance even a director may not be able to give a clear reply about his legal position. To understand this intricate subject one has to fall back upon the basics of the corporate existence, where and how the directors fit in, and a plethora of court judgements constituting precedent laws.
Amitav Ganguly MANDATING AND MEANING OF DIVERSITY The listing agreement under Securities Contracts {Regulation} Act 1956, for the first time has mandated companies whose shares are listed on stock exchanges to formulate, publish and implement a Board Diversity Policy. The term “diversity” of Board of Directors {Board} has not been defined in the Companies Act […]
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.
The Companies Act 2013 {new Act 2013} for the first time has laid down the duties of directors in unequivocal terms in the section 166 in contrast to erstwhile Companies Act 1956. It is a well established judicial precedent that the Directors have fiduciary obligations and also 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 trustees as well as agents of their companies.
