Company Law Procedures & Compliances of Vol. 3

About Book

A company being an artificial person works through natural persons, called directors and the power and management of the company’s affairs are vested in the board of directors while their powers, rights, duties, responsibilities and liabilities have been prescribed under different Acts, Rules and Regulations. Corporate governance is necessary in every type of company for better results, growth of the company and for increasing profitability of the company with the equal treatment of minor and major shareholders after legal and business compliances. The corporate governance structure defines the business and distribution of rights and responsibilities among various participants including stakeholders of a company. Certain times I have noticed that the directors have little understanding on the legal and administrative provisions as well as on the workings of the company with duties and liabilities of a director.

Corporate governance may be discussed under the heads as Board of directors (appointment, duties, liabilities, responsibilities, etc.), board procedures (compositions, committees, meetings, minutes, etc.), remuneration of directors (executive and non-executive), audit committee (composition, minutes, powers, etc.), management (key managerial personnel), disclosure of interest and related party transactions, loans to and from directors, report on corporate governance, compliances of Acts, Rules and Regulations, corporate frauds, and corporate social responsibility.

It gives me enormous pleasure on publication of the first edition on the role of directors on corporate governance and the book covers every aspect of directors which are related to the corporate governance. The provisions have been explained in a simple, clear, and easy to understandable manner. This book reflects authors practical experience and he is confident that the book shall prove to be a tremendous source of information, guidance and references for the existing directors as well as for those persons who are intending or becoming a director either in a new company or in an existing company.

This book follows an innovative approach by presenting every provisions with interpretations related to Digital certificate, Director Identification Number, kinds of company and directors, appointment of directors, remuneration of directors, provisions related to managing director, whole time director and independent director, disclosure of interest and related party transactions, duties, liabilities, powers and responsibilities of board of directors, board and committee meetings and annual general meeting related provisions, loans from and to directors, books and registers to be maintained by a company, corporate frauds and corporate social responsibility provisions with ready reckoner on different forms and their due times of filing, compliances, offences and exemptions to different types of companies.

The book shall also be helpful for professionals, consultants, government department, students pursuing professional courses and also beneficial to companies who have to deal with any aspect of company law pursuant to events covered in this publication.

I owe my grateful thanks to all those who acted as a motivational force for me while writing this book and deeply grateful to my academic and professional ‘Guru’s’, friends, clients and in particulars to my dedicated staff (past and present) of my firm for their contribution by way of help in bringing of this work into existence. I owe a special word of indebtedness towards my mother and must thanks to my wife, son and daughter who have been encouraging throughout and for their emotional support and the odds faced by them during this work.

My thanks and gratitude with special appreciation to Mr. Ravi Puliani, and Mr. Mahesh Puliani of Bharat Law House Private Limited for bringing out this publication in a short span of time with their quality norms. My work was also carried out in the pleasant surroundings of the library of India Habitat Centre, Lodi Road, Delhi whose staff members were very helpful and I am also grateful to them.

I am sure this book will be an immense benefit to the existing directors and those persons who are intended to become a director. As far as possible, the book is written with high touch and I request to the readers of this book to let me have their feedback on present edition which would enable me to improve quality in subsequent edition and would feel amply rewarded if this book serves the purpose for which it is written.

The book covers every aspect of directors which are related to the corporate governance. The provisions have been explained in a simple, clear, and easy to understandable manner where it follows an innovative approach by presenting every provision with interpretations related:

1. Concept of Corporate Governance
2. Kinds of companies
3. Different types of directors
4. Duties and responsibilities of director
5. Board of directors and Chairman with their role, functions and duties
6. Appointment and remuneration of directors including MD/WTD/Independent director
7. DSC & DIN
8. Disclosure of interest of directors
9. Related party transactions
10. Loan to and from Directors
11. Committees of board
12. Board and committee meetings
13. Annual general meeting
14. Corporate frauds
15. Corporate social responsibility
16. Books and registers under the Companies Act, 2013
17. Compliances, offences and exemptions in tabular and ready reckoner form

This books shall prove to be a tremendous source of information, guidance and references for the existing directors as well as for those persons who are intending or becoming a director either in a new company or in an existing company and shall also be helpful for professionals, consultants, government department, students pursuing professional courses and to companies who have to deal with any aspect of company law pursuant to events covered in this publication.