The document discusses the responsibilities and duties of company directors according to the Companies Act 2013. It begins with an introduction to key terms like director and independent director. It then outlines various duties of directors such as acting in good faith and avoiding conflicts of interest. The document also discusses the directors' report that is part of the annual report, which must include information like related party transactions. It concludes with the directors' responsibility statement that the board report must contain affirming compliance with accounting standards and laws.
Company Directors as per Companies Act 2013Karan Kumar
A detailed review of the rules and regulations for the Directors of Companies as per the Companies Act 2013. It includes an overview of the types of directors, their appointment, resignation and removal, roles and responsibilities a Director must adhere to. Useful for Commercial Law students B. Com, BBA and MBA students.
Company Directors as per Companies Act 2013Karan Kumar
A detailed review of the rules and regulations for the Directors of Companies as per the Companies Act 2013. It includes an overview of the types of directors, their appointment, resignation and removal, roles and responsibilities a Director must adhere to. Useful for Commercial Law students B. Com, BBA and MBA students.
Appointment and Qualification of directors along with relevant rules.Dipendra Prasad Poudel
In this presentation you can find the provisions regarding appointment of directors and their qualifications as per companies act 2013 and relevant rules of Appointment and qualification of directors rules. Due care has been taken to make presentation simple and attractive. Any suggestions, feedback and queries are openly accepted.
This presentation explains about the legal position of directors.
Directors are the persons duly appointed by the company to direct and manage the affairs of the company.
Their legal position is sometimes described as agents, sometimes as managing partners, and sometimes as trustees.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
Appointment and qualification of directorsRaksha Shree
Chapter XI - Sec 149 to sec 172 of companies act 2013 - All provisions related to directors explained - Provisions relating to Appointment, qualification, duties, Vacancy, retirement explained - Provisions relating to independent director, small shareholders director, nominee director, additional director, alternate director, women director and resident director explained
Especially for CA final
Appointment and qualification of managerial personnel or key managerial perso...DVSResearchFoundatio
Specified class of companies are required to appoint managerial personnel (Managing Director, Whole time director, Manager, etc.) / key managerial personnel (KMP)(Managing Director / Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.) The managerial personnel / KMPs are involved in the key decision making process of a company. The webinar covers the aspects of statutory provisions involved in the appointment and qualification of managerial personnel / KMPs, their roles and responsibilities, statutory compliances and judicial precedents.
The Companies Act 2013 has introduced significant changes in the composition of the board of directors of a company. This White Paper contains the description of some provisions related to Independent Directors which have been modified in Companies Act 2013.
Objectives & Agenda :
The Companies Act, 2013 has made several significant changes to redefine the Board governance in India. The webinar covers the statutory aspects relating to appointment and qualification of directors (first director, additional / nominee / alternate directors, re-appointment of retiring director, independent director, women director, small shareholder director, etc.), their roles and responsibilities, duties and liabilities of directors and judicial precedents.
Audit committee - Companies Act & SEBI (LODR)Nimisha Chauhan
Presentation on requirement of Audit Committee as per Section 177 of Companies Act, 2013 & Regulation 18 of SEBI (Listing Obligation & Disclosure Requiremnet) Regulation, 2015
Appointment and Qualification of directors along with relevant rules.Dipendra Prasad Poudel
In this presentation you can find the provisions regarding appointment of directors and their qualifications as per companies act 2013 and relevant rules of Appointment and qualification of directors rules. Due care has been taken to make presentation simple and attractive. Any suggestions, feedback and queries are openly accepted.
This presentation explains about the legal position of directors.
Directors are the persons duly appointed by the company to direct and manage the affairs of the company.
Their legal position is sometimes described as agents, sometimes as managing partners, and sometimes as trustees.
OBJECTIVE
Winding up is the final stage in the business cycle of a Company. It is the process of closing down the legal existence of a company. It can be done either by the Company on its own (voluntary winding up) or by an order passed by the Tribunal (compulsory winding up). The webinar covers the aspects of various provisions involved in winding up as enshrined in Companies Act, 2013 along with judicial precedents.
Appointment and qualification of directorsRaksha Shree
Chapter XI - Sec 149 to sec 172 of companies act 2013 - All provisions related to directors explained - Provisions relating to Appointment, qualification, duties, Vacancy, retirement explained - Provisions relating to independent director, small shareholders director, nominee director, additional director, alternate director, women director and resident director explained
Especially for CA final
Appointment and qualification of managerial personnel or key managerial perso...DVSResearchFoundatio
Specified class of companies are required to appoint managerial personnel (Managing Director, Whole time director, Manager, etc.) / key managerial personnel (KMP)(Managing Director / Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.) The managerial personnel / KMPs are involved in the key decision making process of a company. The webinar covers the aspects of statutory provisions involved in the appointment and qualification of managerial personnel / KMPs, their roles and responsibilities, statutory compliances and judicial precedents.
The Companies Act 2013 has introduced significant changes in the composition of the board of directors of a company. This White Paper contains the description of some provisions related to Independent Directors which have been modified in Companies Act 2013.
Objectives & Agenda :
The Companies Act, 2013 has made several significant changes to redefine the Board governance in India. The webinar covers the statutory aspects relating to appointment and qualification of directors (first director, additional / nominee / alternate directors, re-appointment of retiring director, independent director, women director, small shareholder director, etc.), their roles and responsibilities, duties and liabilities of directors and judicial precedents.
Audit committee - Companies Act & SEBI (LODR)Nimisha Chauhan
Presentation on requirement of Audit Committee as per Section 177 of Companies Act, 2013 & Regulation 18 of SEBI (Listing Obligation & Disclosure Requiremnet) Regulation, 2015
Companies Act, 2013 - ICSI Thrissur - Directors, Meetings, Public vs Private ...SASPARTNERS
This presentation is solely the effort of SAS Partners Corporate Advisors Private Limited, Chennai.
It gives an insight on the provisions and compliances relating to Public vs Private Company - Degree of Indifference, Directors, Meetings, Audit & Accounts, Role of Company Secretary and other new concepts which have been introduced.
This presentation will also act as a ready reckoner for practising and corporate professionals to have an access to easy first hand information and will help in better understanding of the law.
Directors Compliance Statements - Presentation to Institute of Chartered Acco...Gerry Beausang
Please see the attached slides from my recent presentation to the Institute of Chartered Accountants of Ireland concerning the regime on Directors Compliance Statements under the Companies Act 2014. A very interesting topic, which should be required reading for directors of Irish companies who aren't yet familiar with these obligations.
VAT Registration Outlined In UAE: Benefits and Requirementsuae taxgpt
Vat Registration is a legal obligation for businesses meeting the threshold requirement, helping companies avoid fines and ramifications. Contact now!
https://viralsocialtrends.com/vat-registration-outlined-in-uae/
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Digital Transformation and IT Strategy Toolkit and TemplatesAurelien Domont, MBA
This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
Editable Toolkit to help you reuse our content: 700 Powerpoint slides | 35 Excel sheets | 84 minutes of Video training
This PowerPoint presentation is only a small preview of our Toolkits. For more details, visit www.domontconsulting.com
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
• The best and most practical approach to implementing workplace discipline.
• Three (3) key tips to maintain a disciplined workplace.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
Enterprise Excellence is Inclusive Excellence.pdfKaiNexus
Enterprise excellence and inclusive excellence are closely linked, and real-world challenges have shown that both are essential to the success of any organization. To achieve enterprise excellence, organizations must focus on improving their operations and processes while creating an inclusive environment that engages everyone. In this interactive session, the facilitator will highlight commonly established business practices and how they limit our ability to engage everyone every day. More importantly, though, participants will likely gain increased awareness of what we can do differently to maximize enterprise excellence through deliberate inclusion.
What is Enterprise Excellence?
Enterprise Excellence is a holistic approach that's aimed at achieving world-class performance across all aspects of the organization.
What might I learn?
A way to engage all in creating Inclusive Excellence. Lessons from the US military and their parallels to the story of Harry Potter. How belt systems and CI teams can destroy inclusive practices. How leadership language invites people to the party. There are three things leaders can do to engage everyone every day: maximizing psychological safety to create environments where folks learn, contribute, and challenge the status quo.
Who might benefit? Anyone and everyone leading folks from the shop floor to top floor.
Dr. William Harvey is a seasoned Operations Leader with extensive experience in chemical processing, manufacturing, and operations management. At Michelman, he currently oversees multiple sites, leading teams in strategic planning and coaching/practicing continuous improvement. William is set to start his eighth year of teaching at the University of Cincinnati where he teaches marketing, finance, and management. William holds various certifications in change management, quality, leadership, operational excellence, team building, and DiSC, among others.
Tata Group Dials Taiwan for Its Chipmaking Ambition in Gujarat’s DholeraAvirahi City Dholera
The Tata Group, a titan of Indian industry, is making waves with its advanced talks with Taiwanese chipmakers Powerchip Semiconductor Manufacturing Corporation (PSMC) and UMC Group. The goal? Establishing a cutting-edge semiconductor fabrication unit (fab) in Dholera, Gujarat. This isn’t just any project; it’s a potential game changer for India’s chipmaking aspirations and a boon for investors seeking promising residential projects in dholera sir.
Visit : https://www.avirahi.com/blog/tata-group-dials-taiwan-for-its-chipmaking-ambition-in-gujarats-dholera/
Buy Verified PayPal Account | Buy Google 5 Star Reviewsusawebmarket
Buy Verified PayPal Account
Looking to buy verified PayPal accounts? Discover 7 expert tips for safely purchasing a verified PayPal account in 2024. Ensure security and reliability for your transactions.
PayPal Services Features-
🟢 Email Access
🟢 Bank Added
🟢 Card Verified
🟢 Full SSN Provided
🟢 Phone Number Access
🟢 Driving License Copy
🟢 Fasted Delivery
Client Satisfaction is Our First priority. Our services is very appropriate to buy. We assume that the first-rate way to purchase our offerings is to order on the website. If you have any worry in our cooperation usually You can order us on Skype or Telegram.
24/7 Hours Reply/Please Contact
usawebmarketEmail: support@usawebmarket.com
Skype: usawebmarket
Telegram: @usawebmarket
WhatsApp: +1(218) 203-5951
USA WEB MARKET is the Best Verified PayPal, Payoneer, Cash App, Skrill, Neteller, Stripe Account and SEO, SMM Service provider.100%Satisfection granted.100% replacement Granted.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
2. TOPICS TO BE DISCUSSED
• INTRODUCTION
• BASIC TERMS
• BREIF DISCUSSION ABOUT THE DIRECTORS
• DIRECTORS REPORT
• DIRECTORS RESPONSIBILTY STATEMENT
• CONCLUSION
3. TOPICS TO BE DISCUSSED
• INTRODUCTION
• BASIC TERMS
• BREIF DISCUSSION ABOUT THE DIRECTORS
• DIRECTORS REPORT
• DIRECTORS RESPONSIBILTY STATEMENT
• CONCLUSION
4. INTRODUCTION
• Companies Act, 2013 is enacted to gradually replace the
old Act of 1956, with the objective to bring more
accountability and good corporate governance. The Act
appears to place a higher degree of responsibility on the
Board members for good corporate compliance.
• In the Act, the Section 160 to 170 speaks about
provisions related to director like appointment, role,
duties and removal of directors. In the context of the
Board of a company, the legislators have focused on the
role of independent directors and have codified the
duties of directors, which were missing in the old Act.
5. Continued…….
• Stipulation and clarification of the duties and
responsibilities of the directors of a company, especially
the public limited companies, are welcome and great
contribution in the Companies Act of 2013, for better
corporate governance and security. The Companies Act
of 1956, was disgustingly deficient in this respect.
• Before we Get into the topic lets discuss some basic
definitions so that we all are on the same path………
6. TOPICS TO BE DISCUSSED
• INTRODUCTION
• BASIC TERMS
• BREIF DISCUSSION ABOUT THE DIRECTORS
• DIRECTORS REPORT
• DIRECTORS RESPONSIBILTY STATEMENT
• CONCLUSION
7. BASIC TERMS
WHO IS A DIRECTOR????
• Section 2(34) of the Companies Act, 2013 defines a
director as – “director” means a director appointed to
the Board of a company.
• An appointed or elected member of the board of
directors of a company.
• He has the responsibility for determining and
implementing the company’s policy.
• Directors derive their powers emanating from board
resolutions
• Unlike shareholders, directors cannot participate
through proxy.
8. • A company director need not
to be a shareholder or
an employee, and
May hold only the office of director under the
provisions of the Act.
• Directors are regarded as being the Key Managerial
Persons of a company, with special importance to the
listed companies.
• They hold multiple positions in a company like
Managing director, Manager, Whole time director and
Independent Director.
10. DUTIES OF DIRECTORS UNDER THE
COMPANIES ACT 2013
• The following duties and liabilities have been imposed
on the directors of companies under Section 166: -
– A director of a company shall act in accordance with the
Articles of Association (AOA) of the company.
– He shall act in good faith, in order to promote the objects
of the company, for the benefits of the company as a
whole, and in the best interests of the stakeholders of the
company.
– He shall exercise his duties with due and reasonable care,
skill and diligence and shall exercise independent
judgment.
– He shall not involve in a situation in which he may have a
direct or indirect interest that conflicts, or possibly may
11. • He shall not achieve or attempt to achieve any undue
gain or advantage either to himself or to his relatives,
partners, or associates and if such director is found
guilty of making any undue gain, he shall be liable to pay
an amount equal to that gain to the company.
• If a director of the company contravenes the provisions
of this section such director shall be punishable with fine
which shall not be less than one Lakh Rupees but which
may extend to five Lac Rupees.
12. INDEPENDENT DIRECTOR
• An Independent Director is that member of the board of
a company, who does not possess any financial
relationship with the company (except the sitting
fees), nor can own shares in the company.
• The Companies Act 2013 dictates that every listed
company must contain at least one-third of the total
directors, as the independent directors and it also
empowers the Government of India to include other
categories of companies within the scope of this
provision or requirement (Section 149 of the CA-2013).
13. Continued…..
• Public limited companies composited as per the former
CA-1956, are granted a transition period of one year for
making strict compliance with this mandatory provision.
Again, the independent directors are not permitted to
hold office for more than two consecutive terms of five-
year periods.
15. PERSONAL LIABILITY OF DIRECTORS
• Directors can be made personally liable
– When the directors enter into contract in their own
name.
– When they enter into contracts on behalf of company
but fails to use “LTD. Or PVT LTD.”
– When directors exceeds their powers.
– The BOD should act an agent of company, not of a
single director. Therefore a single director cannot
enter into a contract on behalf of company unless the
BOD authorizes.
16. Sections which cover Personal Liability
of Directors
Section 35 – Civil Liability for Mis-statement in
prospectus
• If it is proved that a prospectus has been issued with
intent to defraud the applicants for the securities of a
company or for any fraudulent purpose, every person
concerned shall be personally responsible, without
any limitation of liability.
Section 75 – Damages for Fraud
• Where a company fails to repay the deposit or part of
them along with the interest and if it proved that the
deposits had been accepted with intent to defraud the
17. Section 339 – Liability for fraudulent conduct of
business
• If in the course of the winding up of a company, it
appears that any business of the company has been
carried on with intent to defraud creditors of the
company or any other persons or for any fraudulent
purpose, every person concerned shall be personally
responsible, without any limitation of liability.
18. TOPICS TO BE DISCUSSED
• INTRODUCTION
• BASIC TERMS
• BREIF DISCUSSION ABOUT THE DIRECTORS
• DIRECTORS REPORT
• DIRECTORS RESPONSIBILTY STATEMENT
• CONCLUSION
19. DIRECTORS REPORT
• The Directors Report is the part of Annual Report in
which the details of Company has been mentioned.
There is no restriction to put any matter in the Directors
Report if the Directors have intention to mention there
apart from legal provisions.
• Generally various companies put a lot of matters, issues
and publications which are not mandatory for putting in
the Directors Report but if directors do, they may.
20. Section No’s DESCRIPTION
SECTION
67
RESTRICTIONS ON PURCHASE BY COMPANY OR
GIVING OF LOANS BY IT FOR PURCHASE OF ITS
SHARES.
SECTION
92
ANNUAL RETURN
SECTION
131
VOLUNTARY REVISION OF FINANCIAL STATEMENT OR
BOARD REPORT
SECTION
149
COMPANIES TO HAVE BOARD OF DIRECTORS
SECTION
177
AUDIT COMMITTEE
SECTION
188
RELATED PARTY TRANSACTIONS
SECTION
197
REMUNERATION RELATED
SECTION
204
SECRETARIAL AUDIT FOR BIGGER COMPANIES
21. SECTION 67 -RESTRICTIONS ON PURCHASE BY
COMPANY
• The disclosers in the Board Report shall be required in
case of the voting rights not exercised directly by the
employees in respect of shares to which the any scheme
relates. The manner of reporting in the Board Reports
shall be prescribed.
• If the company or its officer shall not disclose the matter
in the Board Report or violate the provisions of this
section, they shall be penalized a sum of Rs. 5 lacs which
is extended up to 25 lacs along with imprisonment for a
term which is extended to three years.
22. SECTION 92 ANNUAL RETURN
• For every company, it is mandatory to prepare Annual
Return for the previous financial years as per detailed in
the Section 92 of the Act.
• Under subsection (3) of this Section, it is also
mandatory to enclose the extract of the Annual Return
with Director Report. The extract of the Annual Return
shall be prescribed and it is the part of Director Report.
23. SECTION 131 VOLUNTARY REVISION OF
FINANCIAL STATEMENT OR BOARD REPORT
• Financial statement of the company or report of director
shall be revised for period at least preceding three
years, in any case, with the permission of Tribunal. In
this connection, the revision shall be disclosed in the
director report for the current year also.
• The section specially force that the Director Report must
disclose the composition of Corporate Social
Responsibility Committee.
24. SECTION 149 COMPANIES TO HAVE BOARD
OF DIRECTORS
• Independent Director shall be appointed for a term of 5
years but they shall be re-appointed by passing of
Special Resolution. In this regard, the company must
disclose the appointment or re-appointment of
Independent Director in the Board Report.
25. SECTION 177 AUDIT COMMITTEE
• The Board of Directors report shall disclose the
composition of an Audit Committee. In case of the board
has not accepted any recommendation of audit
committee, the same shall also disclose in the Board
Report with reason.
• Apart from above, every listed company or prescribed
companies shall establish a vigil mechanism for
directors and employs to report genius concern in such
matter as may be prescribed.
• Such mechanism shall be disclosed by the company on
its website, if any, and in the directors report.
26. SECTION 188 RELATED PARTY
TRANSACTIONS
• The directors Report shall also include the related party
transaction. Whatever transaction which is mentioned
under this section, if the company transact, the
disclosure shall be mandatory in the Director Reports
along with the justification about each transactions. So
that shareholder of the Company may be aware such
transactions.
27. SECTION 197 REMUNERATION RELATED
• Every listed company shall disclose in the Board’s
report, the ratio of the remuneration of each director to
the median employee’s remuneration and such other
details as may be prescribed.
• Apart from above, if any director who is managing
director or whole time director of the company receive
any commission from company, in that case, such
director shall not be disqualified to take commission or
remuneration from holding or subsidiary of its company.
• In that case the disclosure in the Board Report shall also
be mandatory.
28. SECTION 204 SECRETARIAL AUDIT FOR
BIGGER COMPANIES
• The Board of Directors shall be contained any
qualification or observation or other remarks made by
the company secretary in practice in his secretarial
report.
29. TOPICS TO BE DISCUSSED
• INTRODUCTION
• BASIC TERMS
• BREIF DISCUSSION ABOUT THE DIRECTORS
• DIRECTORS REPORT
• DIRECTORS RESPONSIBILTY STATEMENT
• CONCLUSION
30. DIRECTORS RESPONSIBILITY STATEMENT
• Sub section (5) of section 134 of the companies’ act
2013 provides the provision/contents of the director
responsibility statement have to be included in the
board report of the company.
• The scope of the responsibilities of the directors of a
company be it private or public have been expanded to
include also in its preview the areas mentioned in for
director responsibility statement ultimately aiming at
safeguarding the interest of the shareholders.
31. The Directors' Responsibility Statement states
the following:
1. In the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures.
2. The directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
company at the end of the financial year and of the
profit and loss of the company for that period.
3. The directors had prepared the annual accounts on a
going concern basis.
32. Continued…….
4. The directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
5. The directors, in the case of a listed company, had laid
down internal financial controls to be followed by the
company and that such internal financial controls are
adequate and were operating effectively.
6. The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
33. CONCLUSION
• Thus, the new Indian Companies Act of 2013 is certainly
a very innovative and landmark legislation in respect of
the duties and responsibilities of the directors (of
companies) also.
• Both broad categories of directors, namely, the directors
having pecuniary relationship with the company, and
the independent directors, have been properly
considered under this mature legislation for directors.
• It is quite obvious now that the CA-2013 sincerely seeks
to make the corporate management and governance in
34. efficient, fully accountable, transparent, and maximally
beneficial to all stakeholders and related professionals,
through this intelligent legislation over duties and
responsibilities of directors in Indian companies.
36. • Banner in front of the Institute of Chartered
Accountants of India …. “Drive slowly, don’t kill our
students….. leave them to us……”
• Are you-
– Emotionally Numb?
– Romantically Starved?
– Creatively Challenged?
– Artistically Void?
– Socially Outcast?
– Congratulations You are a CA Student!!!!!!!!!!!!
37. • AUDITOR
– A-accounting and others
– U-underlying
– D-data and
– I-information
– T-to give an
– O-opinion in
– R-the audit report
38. Irritating audits, Fighting on stupid issues,
Everyday classes, unknown Office Hours
More expenditure, Less stipend,
People call it ARTICLESHIP, We call it LIFE
Nevertheless ………………………………… We
got to be Proud of something……………….
39. • 5 Years
• 50 Laws
• 500 Lectures
• 5,000 Hours of Office Work
• 50,000 Sections
• 5,00,000 Rules
A normal human being can’t bear it.
The remaining are called
CHARTERED ACCOUNTANTS…………………..