ROLE AND RESPOSIBILITIES / DUTIES AND LIABILITIES OF THE DIRECTORS ACCORDING TO THE

NEW COMPANIES ACT 2013

PROJECT ON-

SUBMITTED BY:PRIYA SINGH

DEFINITION OF THE DIRECTOR

POSTIONS HELD BY THE DIRECTORS:

•MANAGING DIRECTOR

•MANAGER

•WHOLE TIME DIRECTOR

OFFICER IN DEFAULT

Section 2(60) of the Companies Act, 2013, provides that for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine.

KEY MANAGERIAL PERSONNEL

CHANGE IN LAW CONCERNING DIRECTOR ACCORDING TO NEW

COMPANIES ACT 2013

• At least one women director for prescribed class or classes of companies.• The woman directors is been mentioned in section 149(1) of the companies act 2013

•At least one director shall be a person who has stayed in India for at least 180 days in e previous calendar year.

•Listed companies may have directors 1 directors elected by small companies.

COMPANIES ACT 1956 COMPANIES ACT 2013

According to 1956 act the maximum limit of directors in a company was 12Approval of central government was necessary.

According to new companies act, 2013 the maximum limit of directors in a company has been increases from 12 to 15.Further to that can be made by passing the special resolution.Approval of central government has been dispensed off.

A company can become a director for only 15 companies

A company can become a director for only 20 companies instead of 15.Out of this 20 companies he cannot be directors of more than 10 public company.

The amount to be deposited along with the notice of nomination to any person to the office of directors was Rs.500.

The amount to be deposited along with the notice of nomination to any person to the office of directors has been increased from Rs.500 to Rs. 100000 or such higher amount as may be prescribed.

ADDITIONAL/ALTERNATE/NOMINEE DIRECTOR

•Separate definition of independent directors is there under section 2 (47) of the companies act 2013.

•Listed company to have at least 1/3rd of the total number of directors as independent directors.

•No. of independent directors for an unlisted company and its subsidiaries will be prescribed by the central government.

INDEPENDENT DIRECTORS

ROLE AND FUNCTIONS OF THE INDEPENDENT DIRECTORS:

The independent directors shall:

(i) help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

(ii) bring an objective view in the evaluation of the performance of board and management;

(iii) scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; (iv) satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;

The independent directors shall:

(i) Help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

(ii) Bring an objective view in the evaluation of the performance of board and management;

(iii) Scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

(v) Safeguard the interest of all stakeholders, particularly the minority shareholders;

(vi) Balance the conflicting interest of the stakeholders;

(vii)Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management; and

(viii) Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

APPOINTMENT OF DIRECTORS(Section 152of the companies act 2013)

APPOINTMENT OF OTHER DIRECTORS

BOARD MEETINGS

COMMITTEE MEETINGS

BOARD MEETINGS:

COMMITTEE MEETINGS:

The major responsibility of the Board of Directors is to direct the affairs of the company and to exercise such control that the wealth and wealth creating assets of the company are protected.

RESPONSIBILITIES OF DIRECTORS

The responsibilities under The Companies Act, 1956 includes:

Keeping proper book of accounts and preparing annual accounts and director’s report for

presentation to the company’s shareholders;

• Filing of accounts and returns annually with the Registrar of Companies,  Income Tax

departments and other statutory departments;

•Filing of various resolutions with Registrar of Companies and seeking approvals from The

Registrar of Companies, Company Law Board, Central Government and High Court.

•Informing The Registrar of Companies of the appointment or retirement of any director or

the company secretary or of any change in the situation of the company’s registered office and

of many other events including allotments of shares;

•Appointing auditors;

• Calling and holding Annual General Meetings each year, at which the annual accounts are

presented and;

• Making sure that the company acts strictly in accordance with the powers and rules set out

in its memorandum and articles of association

DUTIES OF DIRECTORS (Section 166 of the companies act 2013)

SIGNIFICANT PROVISIONS RELATED TO DIRCTORS

RESTRICTIONS FOR

DIRECTORS

LOAN TO DIRECTORS

RESTRICTIONS FOR DIRECTORS

LOAN TO DIRECTORS ( Section185 of the companies act 2013)

DISQUALIFICATION AND VACATION OF THE DIRECTORS

NEW DISQUALIFICATIONS OF DIRECTORS( Section 164 of the companies act 2013)

VACATION OF DIRECTORS( Section 167 of the

companies act 2013)

VACATION OF OFFICE OF DIRECTORS

RESIGNATION OF THE

DIRECTOR(Section 168 of the companies

act 2013)

•A director may resign from his office by giving a notice in writing to the

company and the board shall take note of same. The company shall intimate

the registrar and shall also place the fact of registration in the report of the

directors laid in the immediately following the general meeting by the

company.

•A director shall also forward a copy of his resignation to the registrar along

with the detailed reason within 30 days of resignation.

•The resignation shall take effect from the date on which the notice is received

by the company or the date specified by the director in the notice, whichever

is later.

•The directors who has resigned shall be liable even after his resignation for

the offences which occurred during his tenure.

CASES

Registrar of Companies V. Orissa Paper Products Ltd., (1988) 63 Comp cases 460 (Ori)

Resignation of a director must be addressed to the Company. Letter of resignation addressed to third party shall have no effect

Chokkalingam Chettiar V. Official Liquidator 1943 13 Comp. cas. 263 Mad.

A director who has resigned would not be liable for anything that happens subsequently.

The petitioner who was the Chairman and the director of the accused company tendered his

resignation both as Chairman and Director on 4.10.1999 and his resignation was sent to the

Registrar of Companies on the same date.

The respondent company on the other hand has alleged in its complaint that 16 cheques

issued by the company between 3.2.2000 and 15.2.2000 amounting to Rs.17.50 lakhs had

bounced and sought his prosecution on the ground that the petitioner Chairman was

responsible for the conduct of the day to day affairs of the company.

The court held that where the resignation letter states that it has to take effect immediately,

the date of resignation letter is taken to the date on which the director has resigned i.e.,

4.10.1999. He was no longer on the board after that date either as director of Chairman.

All the cheques were drawn between 3.2.2000 and 15.2.2000 during which the period the

petitioner did not function as Chairman and director of the company. Also he was not in charge

and responsible for the affairs of the company when the cause of action had arisen.

The proceedings are liable to be quashed.

S.B. Shankar V. Amman Steel Corporation (2002) 51 CLA 341

REMOVAL OF

DIRECTORS(Section 169 of the

companies act 2013)

KHETAN INDUSTRIES PRIVATE LIMITED VS. MANJU RAVINDRA PRASAD KHETAN

In this case it was held by the court that the shareholders have a right to remove the directors under section 284 by passing ordinary resolution and section 284 provides an inbuilt mechanism for the enforcement of the right and civil court has no jurisdiction to entertain the suit for removal of director.