The document discusses the legal framework governing company secretaries in India. It begins with a brief history of the regulatory framework, noting that the Company Secretaries Act was established in 1980 to regulate the profession. The key aspects of the legal framework include the Company Secretaries Act of 1980, the Company Secretaries Regulations of 1982, and the disciplinary mechanisms for members as outlined in the Act. The disciplinary process involves investigations by the Disciplinary Directorate and hearings before the Board of Discipline or Disciplinary Committee depending on the alleged misconduct. Membership in the Institute of Company Secretaries of India is required to practice as a company secretary.
Directors role responsibility_singapore_acraFuturebooks
We examine your rights, roles and responsibilities as a director of a Singapore private limited company.
A director is the person responsible for managing the affairs of the company and providing it with directions.
You are required to make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties.
More here: http://futurebooks.asia/blog/roles-and-responsibilities-of-a-director-in-a-singapore-startup/6261
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
This document summarizes corporate governance and secretarial standards. It defines corporate governance as the system that directs and controls business corporations. An effective corporate governance framework provides structure, rules, and processes to achieve company objectives while monitoring performance. Secretarial standards are supplementary rules established by the Institute of Company Secretaries of India to standardize and harmonize secretarial practices. The document outlines the objectives and procedures for establishing these secretarial standards, which currently include 10 standards related to board meetings, shareholder meetings, financial reporting, and other matters.
This document discusses corporate governance requirements for listed companies in India. It explains that boards must have at least 50% non-executive directors, including a minimum number of independent directors based on whether the chairman is executive or non-executive. Independent directors cannot have any material pecuniary relationships with the company and must meet other independence criteria. It also outlines requirements regarding board meetings, committee membership limits for directors, compliance reporting, replacing independent directors who resign, and having a code of conduct for board members and senior management.
Resignation of director – A new provision: Duty of director, Board and compan...D Murali ☆
The Companies Act, 2013 introduced new provisions regarding the resignation of directors to resolve issues around the process. Under the new law, a director must resign in writing and send the notice to the company's registered office. The resignation takes effect from the date the notice is received or a later date specified. The board must note the resignation but does not need to accept it. Both the resigning director and company have duties to file notices with the Registrar within 30 days to avoid potential litigation. The new law aims to bring clarity and minimize disputes regarding a director's resignation.
LEGISLATIVE FRAMEWORK OF CORPORATE GOVERNANCE UNDER COMPANIES ACT, SEBIJyoti Saini
The document discusses the legislative framework for corporate governance in India under the Companies Act, 2013 and SEBI Act, 1992. It outlines key aspects like the meaning and definition of corporate governance, provisions around corporate social responsibility under Section 135, roles of the board of directors and CSR committee, and disclosure norms under Clause 49 of the listing agreement. It also discusses regulations by SEBI to promote effective corporate governance practices in listed companies.
The document discusses oppression and mismanagement in companies under Indian law. It defines oppression as a violation of fair dealing standards that shareholders are entitled to expect. Mismanagement refers to gross misconduct that substantially harms the company. The National Company Law Tribunal (NCLT) was established to handle disputes related to oppression, mismanagement, and other matters. NCLT has the power to order investigations, allow the conversion of public companies to private, and other functions to prevent the oppression of shareholders.
The document discusses provisions around independent directors in the Companies Bill 2012. It defines an independent director as a non-executive director who is not related to the company's promoters or management and does not have any pecuniary relationships with the company. Independent directors have certain qualifications and are expected to act with integrity and independence. They are responsible for providing an objective view in board evaluations and decisions. The document outlines rules around their appointment, roles and responsibilities, codes of conduct, remuneration and term limits.
Directors role responsibility_singapore_acraFuturebooks
We examine your rights, roles and responsibilities as a director of a Singapore private limited company.
A director is the person responsible for managing the affairs of the company and providing it with directions.
You are required to make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out your duties.
More here: http://futurebooks.asia/blog/roles-and-responsibilities-of-a-director-in-a-singapore-startup/6261
Corporate Law - COMPANY SECRETARY
QUALIFICATIONS OF THE SECRETARY
QUALTITIES OF THE COMPANY SECRETARY
DUTIES OF COMPANY SECRETARY
STATUTORY DUTIES
FUCTIONS OF SECRETARY.
LEGAL POSTION OF THE SECRETARY
ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY
APPOINTMENT OF A COMPANY SECRETARY
This document summarizes corporate governance and secretarial standards. It defines corporate governance as the system that directs and controls business corporations. An effective corporate governance framework provides structure, rules, and processes to achieve company objectives while monitoring performance. Secretarial standards are supplementary rules established by the Institute of Company Secretaries of India to standardize and harmonize secretarial practices. The document outlines the objectives and procedures for establishing these secretarial standards, which currently include 10 standards related to board meetings, shareholder meetings, financial reporting, and other matters.
This document discusses corporate governance requirements for listed companies in India. It explains that boards must have at least 50% non-executive directors, including a minimum number of independent directors based on whether the chairman is executive or non-executive. Independent directors cannot have any material pecuniary relationships with the company and must meet other independence criteria. It also outlines requirements regarding board meetings, committee membership limits for directors, compliance reporting, replacing independent directors who resign, and having a code of conduct for board members and senior management.
Resignation of director – A new provision: Duty of director, Board and compan...D Murali ☆
The Companies Act, 2013 introduced new provisions regarding the resignation of directors to resolve issues around the process. Under the new law, a director must resign in writing and send the notice to the company's registered office. The resignation takes effect from the date the notice is received or a later date specified. The board must note the resignation but does not need to accept it. Both the resigning director and company have duties to file notices with the Registrar within 30 days to avoid potential litigation. The new law aims to bring clarity and minimize disputes regarding a director's resignation.
LEGISLATIVE FRAMEWORK OF CORPORATE GOVERNANCE UNDER COMPANIES ACT, SEBIJyoti Saini
The document discusses the legislative framework for corporate governance in India under the Companies Act, 2013 and SEBI Act, 1992. It outlines key aspects like the meaning and definition of corporate governance, provisions around corporate social responsibility under Section 135, roles of the board of directors and CSR committee, and disclosure norms under Clause 49 of the listing agreement. It also discusses regulations by SEBI to promote effective corporate governance practices in listed companies.
The document discusses oppression and mismanagement in companies under Indian law. It defines oppression as a violation of fair dealing standards that shareholders are entitled to expect. Mismanagement refers to gross misconduct that substantially harms the company. The National Company Law Tribunal (NCLT) was established to handle disputes related to oppression, mismanagement, and other matters. NCLT has the power to order investigations, allow the conversion of public companies to private, and other functions to prevent the oppression of shareholders.
The document discusses provisions around independent directors in the Companies Bill 2012. It defines an independent director as a non-executive director who is not related to the company's promoters or management and does not have any pecuniary relationships with the company. Independent directors have certain qualifications and are expected to act with integrity and independence. They are responsible for providing an objective view in board evaluations and decisions. The document outlines rules around their appointment, roles and responsibilities, codes of conduct, remuneration and term limits.
This document provides an overview of DLF Limited, India's largest real estate company. It discusses DLF's business model, operations, and strategic business units focused on homes, offices, retail, and hotels. It also outlines DLF's vision, mission, values, and presence across India. The document includes sections on corporate governance, code of conduct, analysis of the external environment, and financial statements.
3) development of directors duties on skill, care & diligence final. siti f...Siti Azhar
The document discusses the development of directors' duties of skill, care, and diligence in company law. It traces the evolution from a subjective standard based on an individual director's qualifications to a more objective standard requiring a basic level of care and skill from all directors. Key developments included codifying directors' duties in the Malaysian Companies Act 1965 and introducing an objective test of reasonable care, skill and diligence in 2007 based on a director's position and responsibilities. The amendments aimed to encourage more proactive oversight from directors and establish minimum standards of conduct.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...D Murali ☆
The document compares the requirements for independent directors under Section 149 of the Companies Act of 2013 and Clause 49 of the Listing Agreement introduced by the Securities and Exchange Board of India (SEBI). There are some differences in applicability, board composition requirements, qualifications for independent directors, remuneration rules, filling vacancies, tenure limits, maximum directorships allowed, letter of appointment details, training requirements, and codes of conduct. The conclusion calls for uniformity between the two regulatory authorities on the appointment of independent directors for listed companies.
Appointment of Small Shareholders' DirectorINDIA CS
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
This document discusses the role of boards of directors in corporate governance. It defines corporate governance and outlines how boards can build effective governance through defining roles, putting in place governance arrangements, and ensuring proper oversight. It describes the key roles of the board chairman and CEO and discusses how board committees and instruments like charters can enhance effectiveness. The document also addresses boards' responsibilities in areas like financial oversight, risk management, and upholding legal principles of directorship.
The document discusses the position, powers, and duties of directors under the Companies Act of 2013 in India. It begins by explaining what a director is and the qualifications required to become one. It then outlines the duties of directors which include acting in good faith and in the best interests of the company. Directors must exercise reasonable care, skill, and judgment. They cannot involve themselves in situations where their personal interests conflict with the company's interests. The duties aim to encourage prudent management while also ensuring directors prioritize the company's interests over their own. Independent directors make up at least one-third of board members for listed companies and have additional oversight responsibilities.
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
WHO IS AN INDEPENDENT DIRECTOR?
Independent Director is Director other than a managing director or a Whole time Director or
a nominee Director.who fulfils all criteria as given in Section 149(6) along with Rule 4 and
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The document discusses the role and responsibilities of independent directors according to the Companies Act 2013 in India. It defines independent directors as non-executive directors who are not related to the company's promoters or management. Independent directors can be appointed for up to two terms of 5 years each and are responsible for bringing objective oversight to board decisions. Their key duties include helping evaluate strategy and performance, overseeing risk management, and ensuring integrity of financial reporting. The document outlines qualifications for independent directors and limits their liability to matters they were aware of or approved.
Chapter xi 13.09.2013.appointment and qualification of directorsVineeta Jain
The document outlines the appointment and qualification requirements for directors under the Companies Act 2013, including requiring a minimum number of directors, limits on the maximum number, qualifications for independent directors, and disqualifications for certain convicted individuals or those associated with failed companies. It also discusses requirements for woman directors, small shareholder directors, and details regarding director identification numbers.
The document discusses the role and responsibilities of a company secretary. It begins by defining a company secretary and outlining their key duties according to law, such as maintaining company records and ensuring compliance. It then describes different types of secretaries like those for private companies, clubs, cooperatives, governments, and local bodies. For company secretaries specifically, their duties include advising on legal and financial matters, organizing meetings, and acting as a liaison between the board, shareholders, and public. The qualifications and appointment process for a company secretary are also outlined.
Formation and incorporation of companyHumma Rashid
This document discusses the process of forming and registering a company in Pakistan. It explains that upon registration, a company becomes a separate legal entity with its own rights and liabilities. There are three types of companies that can be registered: limited by shares, limited by guarantee, or unlimited liability.
The registration process involves selecting a name, preparing documents like the Memorandum of Association, Articles of Association, and Form 1, paying registration fees, submitting documents to the Securities and Exchange Commission of Pakistan (SECP), and receiving a Certificate of Incorporation. Once incorporated, the company gains benefits like the ability to own property, sue and be sued, and have perpetual succession separate from its members.
The document discusses the roles and responsibilities of boards of directors. It provides definitions of boards and describes their key functions, including oversight of management, setting strategic direction, and advising management. It also discusses types of boards, such as unitary vs. two-tier boards, and common vs. staggered boards. Additionally, it covers characteristics of effective vs. ineffective boards and factors that contribute to balanced boards.
- Independent directors play an important role in corporate governance by providing oversight of management and protecting minority shareholder interests. However, their independence can be undermined by how they are selected and potential liability.
- Reforms are needed to ensure independent directors are truly independent, such as being appointed by minority shareholders and distinguishing their liability from executive directors. High-profile fraud cases have made many unwilling to take on the role of independent director due to reputation risks. Strengthening existing laws and commitments of independent directors could help curb management misconduct.
This presentation discusses the appointment of directors in an Indian company. It defines a director as an individual who directs, controls, or manages the company's affairs. There are no educational or age qualifications required to become a director. Companies must have a minimum of 2 directors for a private company and 3 for a public company. Directors can be appointed in several ways, including by the articles, by shareholders at a general meeting, by other directors to fill vacancies, or by third parties like banks. The maximum number of directors is 12 for a public company and as specified in the articles for a private company.
The Companies Act, 1956 (referred as "the Act, 1956") do not directly talks about ID's, as no such provision exists regarding the compulsory appointment of ID's on the Board. However, Clause 492 of the listing agreement which is applicable on all listed companies mandates the appointment of ID's on the Board.
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.
This document discusses the corporate governance philosophy and practices of Tata Steel, an Indian steel company founded in 1907 in Mumbai. It outlines the company's commitment to ethical business conduct and enhancing long-term shareholder value. Key aspects covered include the roles and responsibilities of the Board of Directors in overseeing management and protecting stakeholder interests. It also describes processes for director appointments, board meetings, and communications with shareholders to ensure transparency.
This document discusses the types and roles of company directors under Malaysian law. It outlines that there are executive directors who are involved in day-to-day management, and non-executive directors who provide independent oversight and advice. Other types discussed include alternate, shadow, de facto, associate, and nominee directors. The document also covers the minimum and maximum number of directors required, qualifications for director appointments, resignation and removal procedures, and the fiduciary duties of directors to act in the company's best interests.
The document provides information about guarantee limited companies including:
1. Guarantee limited companies have members who guarantee a set amount if the company is wound up, rather than shareholders.
2. They must have a memorandum of association outlining their objectives and powers, and articles of association establishing rules for governance.
3. Membership in guarantee limited companies provides voting rights at annual general meetings and receipt of annual accounts. Becoming a member requires approval by the company's directors.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
This document provides an overview of DLF Limited, India's largest real estate company. It discusses DLF's business model, operations, and strategic business units focused on homes, offices, retail, and hotels. It also outlines DLF's vision, mission, values, and presence across India. The document includes sections on corporate governance, code of conduct, analysis of the external environment, and financial statements.
3) development of directors duties on skill, care & diligence final. siti f...Siti Azhar
The document discusses the development of directors' duties of skill, care, and diligence in company law. It traces the evolution from a subjective standard based on an individual director's qualifications to a more objective standard requiring a basic level of care and skill from all directors. Key developments included codifying directors' duties in the Malaysian Companies Act 1965 and introducing an objective test of reasonable care, skill and diligence in 2007 based on a director's position and responsibilities. The amendments aimed to encourage more proactive oversight from directors and establish minimum standards of conduct.
Independent director – Section 149 of the Companies Act, 2013 versus Clause 4...D Murali ☆
The document compares the requirements for independent directors under Section 149 of the Companies Act of 2013 and Clause 49 of the Listing Agreement introduced by the Securities and Exchange Board of India (SEBI). There are some differences in applicability, board composition requirements, qualifications for independent directors, remuneration rules, filling vacancies, tenure limits, maximum directorships allowed, letter of appointment details, training requirements, and codes of conduct. The conclusion calls for uniformity between the two regulatory authorities on the appointment of independent directors for listed companies.
Appointment of Small Shareholders' DirectorINDIA CS
This document provides information on appointing a director elected by small shareholders under Section 151 of the Companies Act, 2013. It defines a small shareholder as one holding shares of nominal value not exceeding Rs. 20,000. It outlines the process for a listed company to appoint a small shareholder director, including receiving a notice signed by at least 1000 small shareholders or 1/10th of small shareholders, whichever is lower. The board must then pass a resolution to appoint the proposed candidate and seek shareholder approval through a postal ballot. Form DIR-12 must be filed with relevant attachments within 30 days of the resolution.
This document discusses the role of boards of directors in corporate governance. It defines corporate governance and outlines how boards can build effective governance through defining roles, putting in place governance arrangements, and ensuring proper oversight. It describes the key roles of the board chairman and CEO and discusses how board committees and instruments like charters can enhance effectiveness. The document also addresses boards' responsibilities in areas like financial oversight, risk management, and upholding legal principles of directorship.
The document discusses the position, powers, and duties of directors under the Companies Act of 2013 in India. It begins by explaining what a director is and the qualifications required to become one. It then outlines the duties of directors which include acting in good faith and in the best interests of the company. Directors must exercise reasonable care, skill, and judgment. They cannot involve themselves in situations where their personal interests conflict with the company's interests. The duties aim to encourage prudent management while also ensuring directors prioritize the company's interests over their own. Independent directors make up at least one-third of board members for listed companies and have additional oversight responsibilities.
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
WHO IS AN INDEPENDENT DIRECTOR?
Independent Director is Director other than a managing director or a Whole time Director or
a nominee Director.who fulfils all criteria as given in Section 149(6) along with Rule 4 and
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The document discusses the role and responsibilities of independent directors according to the Companies Act 2013 in India. It defines independent directors as non-executive directors who are not related to the company's promoters or management. Independent directors can be appointed for up to two terms of 5 years each and are responsible for bringing objective oversight to board decisions. Their key duties include helping evaluate strategy and performance, overseeing risk management, and ensuring integrity of financial reporting. The document outlines qualifications for independent directors and limits their liability to matters they were aware of or approved.
Chapter xi 13.09.2013.appointment and qualification of directorsVineeta Jain
The document outlines the appointment and qualification requirements for directors under the Companies Act 2013, including requiring a minimum number of directors, limits on the maximum number, qualifications for independent directors, and disqualifications for certain convicted individuals or those associated with failed companies. It also discusses requirements for woman directors, small shareholder directors, and details regarding director identification numbers.
The document discusses the role and responsibilities of a company secretary. It begins by defining a company secretary and outlining their key duties according to law, such as maintaining company records and ensuring compliance. It then describes different types of secretaries like those for private companies, clubs, cooperatives, governments, and local bodies. For company secretaries specifically, their duties include advising on legal and financial matters, organizing meetings, and acting as a liaison between the board, shareholders, and public. The qualifications and appointment process for a company secretary are also outlined.
Formation and incorporation of companyHumma Rashid
This document discusses the process of forming and registering a company in Pakistan. It explains that upon registration, a company becomes a separate legal entity with its own rights and liabilities. There are three types of companies that can be registered: limited by shares, limited by guarantee, or unlimited liability.
The registration process involves selecting a name, preparing documents like the Memorandum of Association, Articles of Association, and Form 1, paying registration fees, submitting documents to the Securities and Exchange Commission of Pakistan (SECP), and receiving a Certificate of Incorporation. Once incorporated, the company gains benefits like the ability to own property, sue and be sued, and have perpetual succession separate from its members.
The document discusses the roles and responsibilities of boards of directors. It provides definitions of boards and describes their key functions, including oversight of management, setting strategic direction, and advising management. It also discusses types of boards, such as unitary vs. two-tier boards, and common vs. staggered boards. Additionally, it covers characteristics of effective vs. ineffective boards and factors that contribute to balanced boards.
- Independent directors play an important role in corporate governance by providing oversight of management and protecting minority shareholder interests. However, their independence can be undermined by how they are selected and potential liability.
- Reforms are needed to ensure independent directors are truly independent, such as being appointed by minority shareholders and distinguishing their liability from executive directors. High-profile fraud cases have made many unwilling to take on the role of independent director due to reputation risks. Strengthening existing laws and commitments of independent directors could help curb management misconduct.
This presentation discusses the appointment of directors in an Indian company. It defines a director as an individual who directs, controls, or manages the company's affairs. There are no educational or age qualifications required to become a director. Companies must have a minimum of 2 directors for a private company and 3 for a public company. Directors can be appointed in several ways, including by the articles, by shareholders at a general meeting, by other directors to fill vacancies, or by third parties like banks. The maximum number of directors is 12 for a public company and as specified in the articles for a private company.
The Companies Act, 1956 (referred as "the Act, 1956") do not directly talks about ID's, as no such provision exists regarding the compulsory appointment of ID's on the Board. However, Clause 492 of the listing agreement which is applicable on all listed companies mandates the appointment of ID's on the Board.
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.
This document discusses the corporate governance philosophy and practices of Tata Steel, an Indian steel company founded in 1907 in Mumbai. It outlines the company's commitment to ethical business conduct and enhancing long-term shareholder value. Key aspects covered include the roles and responsibilities of the Board of Directors in overseeing management and protecting stakeholder interests. It also describes processes for director appointments, board meetings, and communications with shareholders to ensure transparency.
This document discusses the types and roles of company directors under Malaysian law. It outlines that there are executive directors who are involved in day-to-day management, and non-executive directors who provide independent oversight and advice. Other types discussed include alternate, shadow, de facto, associate, and nominee directors. The document also covers the minimum and maximum number of directors required, qualifications for director appointments, resignation and removal procedures, and the fiduciary duties of directors to act in the company's best interests.
The document provides information about guarantee limited companies including:
1. Guarantee limited companies have members who guarantee a set amount if the company is wound up, rather than shareholders.
2. They must have a memorandum of association outlining their objectives and powers, and articles of association establishing rules for governance.
3. Membership in guarantee limited companies provides voting rights at annual general meetings and receipt of annual accounts. Becoming a member requires approval by the company's directors.
Role of board of directors -Corporate GovernanceRehan Ehsan
This Presentation states the role of board of directors in respect of corporate governance of Pakistan. Reviewing this clear the concept of their legal role in Pakistan.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
Secretarial Audit has been mandated by Section 204 of the Indian Companies Act, 2013 for every listed company and other class of companies.
This presentation talks about, introduction, historical background, Objective and Purpose, Scope, Benefits and Beneficiaries of Secretarial Audit. This presentation also talks about offences and penalties as prescribed in Section 204 and 143 of the Companies Act, 2013 for any default committed.
The document discusses corporate governance and the stakeholders in a company. It defines a stakeholder as anyone with an interest in the company, whether as an owner or not. The main stakeholders discussed are general shareholders, directors, employees, and creditors. It then goes on to summarize the key points of Pakistan's Code of Corporate Governance from 2012, including the responsibilities of the board of directors, requirements for board meetings, and qualifications for senior financial roles.
This document discusses corporate governance requirements for listed companies in India. It explains that boards must have at least 50% non-executive directors, including a minimum number of independent directors based on whether the chairman is executive or non-executive. Independent directors cannot have any material pecuniary relationships with the company and must meet other independence criteria. It also outlines requirements regarding board meetings, committee membership limits for directors, compliance reporting, replacing independent directors who resign, and having a code of conduct for board members and senior management.
Opportunities for CAs as independent directors to enhance the credibility and...CA. (Dr.) Rajkumar Adukia
The concept of Independent Directors is a welcome step for corporate governance in India. Independent directors are expected to use their capacity, knowledge, and resources towards the maximization of stakeholders’ value and well-being. They ensure the progress of mankind through transparency, accountability, and truthful disclosure of the state of affairs of the company. The Companies Act, 2013 has conferred greater empowerment upon Independent Directors to ensure that the management and affairs of a company are being run fairly and smoothly.
The document summarizes key aspects of the Code of Corporate Governance 2012 in Pakistan, as established by the Securities and Exchange Commission of Pakistan (SECP). It outlines requirements for board composition, responsibilities of the board of directors, related party transactions, and a mandatory directors' training program. Some key points include:
- The board must have at least one independent director and preferably one-third independent directors.
- The CEO and board chair positions should not be held by the same person.
- Significant issues must be placed before the board for decision-making.
- Related party transactions require audit committee and board review and approval.
- All directors must obtain certification under an approved training program.
Directors have important roles and responsibilities in a company. They are considered key managerial persons and oversee the management and growth of the company. A director is defined as a member of the board of directors appointed to determine company policy. Directors have duties to act in good faith and in the interests of the company, shareholders, employees, and community. They must exercise independent judgment and avoid conflicts of interest. The Companies Act of 2013 expanded the roles of independent directors to promote transparent governance and protect minority shareholders. Directors can be held personally liable for fraudulent conduct or exceeding their powers.
The document provides information on the formation and registration of a company under Indian law. It discusses the key stages in company formation including promotion, incorporation, capital subscription, and commencement of business. It also describes the roles and responsibilities of a company secretary during the formation process and defines some important documents required for registration like the memorandum of association.
This document introduces an Ethiopian Code of Ethics for professional accountants. It was issued by the Office of the Federal Auditor General in December 2009. It notes that Ethiopia previously lacked a comprehensive set of ethical standards to govern accountants due to the absence of a strong national professional association. It states that the Office of the Federal Auditor General is mandated to promote and strengthen accounting and audit professions in Ethiopia. It recognizes the need to establish a revised Code of Ethics to be used as the basis for how authorized auditors and accountants conduct their professional duties. The document also outlines some distinguishing characteristics of an accounting profession, including mastery of skills through training/education, adherence to a common code of conduct, and acceptance
This document introduces an Ethiopian Code of Ethics for professional accountants. It was issued by the Office of the Federal Auditor General in December 2009. It notes that Ethiopia previously lacked a comprehensive set of ethical standards to govern accountants due to the absence of a strong national professional association. It states that the Office of the Federal Auditor General is mandated to promote and strengthen accounting and audit professions in Ethiopia. It recognizes the need to establish a revised Code of Ethics to be used as the basis for how authorized auditors and accountants conduct their professional duties. The document also outlines some distinguishing characteristics of an accounting profession, including mastery of skills through training/education, adherence to a common code of conduct, and acceptance
CTB - Key Individuals - Roles and Responsibilties.pdfKotive
“Key individual”, in relation to an authorised financial services provider, or a representative, carrying on business as a
corporate or unincorporated body, a trust or a partnership
ETHICAL ROLE OF INDEPENDENT DIRECTOR IN CORPORATE GOVERNANCprj_publication
This document discusses the role of independent directors in corporate governance in India. It begins by defining key principles of corporate governance such as transparency, accountability, and protecting stakeholder interests. It then explains that India's new Companies Act recognizes independent directors as important watchdogs within a company's board. The act defines independent directors as those with no material ties to the company in order to ensure their impartiality. It provides details on the criteria for someone to qualify as an independent director, such as not being a promoter or employee of the company. It also outlines what types of companies are required to appoint independent directors based on factors like paid-up capital or annual turnover.
This document discusses the duties and responsibilities of directors in corporate law in Malaysia. It begins by defining who can be considered a director, including de jure and de facto directors. It then distinguishes between different types of directors like executive, non-executive, and independent directors. It also discusses the appointment and qualifications of directors, as well as their powers, duties to act in good faith and avoid conflicts of interest. Directors have fiduciary duties and business decisions will not be interfered with if made reasonably and in good faith. The duties of directors in making solvency statements are also summarized.
Directors play a critical role in corporate governance as they are responsible for administering company operations in the interests of shareholders. They owe fiduciary duties to the company. The Companies Act of 2013 aims to establish a system of checks and balances to ensure directors uphold their obligations. It defines different types of directors, including executive directors involved in daily operations, and non-executive directors who provide expertise. Independent directors in particular help ensure transparency.
This document discusses the corporate structure and administration of joint stock companies. It defines joint stock companies and outlines their key features such as limited liability and transferable shares. The document also covers the types of companies (private, public, unlimited), necessary documents for formation, and steps for incorporation like preparing the memorandum of association. Overall, the document provides a comprehensive overview of the nature and formation process of joint stock companies.
The document provides an overview of the Institute of Company Secretaries of India (ICSI) and the Company Secretary profession. Some key points:
- ICSI regulates and develops the profession of Company Secretaries in India. It has over 33,000 members and oversees the Company Secretary education course.
- The Company Secretary course can be taken through distance learning or online and involves Foundation, Executive and Professional levels. It provides opportunities for both employment and independent practice.
- Company Secretaries play an important role in companies as they are responsible for compliance and advising on governance issues. They help ensure a company follows all applicable laws.
CS- COMPANY SECTARY COURSE. FOR CA,CMA,CS COMMERCE STUDENTS Bibek Prajapati
CS- COMPANY SECTARY COURSE. FOR CA,CMA,CS COMMERCE STUDENTS .
Listen to your professors. ...
Gain professional experience through an internship. ...
Think about what you don't like. ...
Listen to yourself. ...
Go abroad and learn another language. ...
Always consider the real world. ...
Talk to recent grads.
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1. Legal Framework Governing Company
Secretaries
Legal Framework Governing Company
Secretaries
Company Law – CS Executive Programme
CS Executive Company Law : A profession is all that you need to hold yourself high. Does all
jobs termed as profession? What does the term infer on and unique feature to get differentiated
from a job/employment. The significance is that, a Job is a role/ work that a person undertakes and
perform in a society whereas, a Profession is a vocation founded upon specialized educational
training.
A professional is one who earns his/her living from performing an activity that requires a certain
level of education, skill or training. There is typically a requirement to have a defined standard of
competency, expert knowledge or education at the same time adhering to codes of conduct and
ethical standards. It is widely related to professionals who serve the vital aspect of protecting the
interest of the public at large.
Now getting into the need for professionals in corporate regime, the recent turbulence in the
corporate ethics has quivered the trust of stakeholders of the company. There is a desperate
demand for exhibiting the corporate credibility and transparency by the company in their business
2. conduct and managing affairs. There is also a need to retain the confidence of various
stakeholders.
Considering the business priorities that keep the top-level management occupied, the task of
managing the governance needs to be borne by some highly qualified and competent
professionals. Here comes the role of a Company Secretary (CS) to fit in this position.
Earlier, the role of a company secretary was limited to providing assistance to the board of directors
and managing administrative affairs of the company. In the recent past, the scope of their roles
and responsibilities has expanded exponentially. Apart from their traditional tasks, company
secretaries act as Those Charged with Governance. A CS not only hold a high position in the
management hierarchy but also vested with accountability to those within and outside your
organisation.
Today the importance of CS, makes the profession into a Corporate Supernova.
HISTORY OF REGULATORY FRAMEWORK
In the era of post-independence when the territory realized the business growth, it required a legal
framework to have a firm hand over the business. It was one such necessity that brought in
Companies Act, 1956. Apparently the need for a professional who can drive this firm had in
corporate was also realized.
At the inception, the Department of Company Affairs introduced examinations to qualify the
Government Diploma in Company Secretaryship (GDCS), which marked the beginning of the
profession of Company Secretaries in an organized manner. Later in the rouse of substantial
increase in the number of candidates for GDCS, theInstitute of Company Secretaries of India was
set up and registered as a Section 25 under of the Companies Act, 1956 on 4th October, 1968(i.e.
not for profit company) with its registered office located at NewDelhi. This is nothing but the Section
8 Company under the Companies Act, 2013.
Following this, the scope of Company Secretaries Examination and allied matters were taken over
by theInstitute with effect from 1st January 1969. Subsequently in 1980, the Government moved
the Company Secretaries Bill, 1980 to convert the Institute into a statutorybody.
This marked the profession of Company Secretaries has an important role to play in the
introduction of professionalism in the area of corporate management. The legal framework broadly
consists of the following:
● The Company Secretaries Act, 1980
● The Company Secretaries Regulations, 1982
KNOWING BASICS
Under Company Secretaries Act, 1980, “Company Secretary” means a personwho is a member of
the Institute of Company Secretaries of India.
As per Companies Act, 2013, ‘CompanySecretary’ or ‘Secretary’ means a Company Secretary as
defined Company Secretaries Act, 1980 who is appointed by a company to perform the functions
of the Company Secretary under the Companies Act, 2013.
3. COUNCIL OF THE INSTITUTE:
Section 9 of the Company Secretaries Act, 1980 envisages that there shall be a Council of the
Institute for the management of the affairs of the Institute and for discharging the functions
assigned to it by or under this Act.It also set outs out the composition and eligibility which is not
much of relevance to our course curriculum.
TYPE OF MEMBERSHIP:
Associate: Any person whose name is entered in the Register of members maintained by Institute
of Company Secretaries of India shall be deemed to have become an Associate and he shall be
entitled to use the letters “A.C.S.” after his name to indicate that he is an Associate as long as his
name remains so entered.
Fellow: A person, being an Associate who has been in continuous practice in India as a Company
Secretary for at least five years and a person who has been an Associate for a continuous period
of not less than five years and who possesses such qualifications or practical experience
equivalent to the experience normally acquired shall, on payment of fees, be entered in the
Register as a Fellow.
In Practice: A member is entitled to continue the practice of Company Secretary, only after
obtaining a Certificate of Practice.
DEEMED TO BE IN PRACTICE:
A member of the Institute shall be deemed “to be in practice” when, individually or in partnership
with one ormore members of the Institute in practice or with members of other recognized
professions, he, in consideration of remuneration received or to be received,—
● engages himself in the practice of the profession of Company Secretaries to, or in
relation to, any company; or
● offers to perform or performs services in relation to the promotion, forming,
incorporation, amalgamation, reconstruction, reorganization or winding up of
companies; or
● offers to perform or performs such services as may be performed by—
—– anauthorised representative of a company with respect to filing, registering,
presenting,attesting or verifying any documents (including forms, applications and returns) by or
on behalfof the company
—– a share transfer agent,
—– an issue house,
—– a share and stock broker,
4. —– a secretarial auditor or consultant,
—– an adviser to a company on management, including any legal or procedural matters
—– issuing certificates on behalf of, or for the purposes of, a company; or
● holds himself out to the public as a Company Secretary in practice; or
● renders professional services or assistance with respect to matters of principle or
detail relating to the practice of the profession of Company Secretaries; or
● renders such other services, are or may be rendered by a Company Secretary in
practice;
REGISTERATION OF MEMBERS:
The Council shall maintain Register of the members of the Institute.The Register shall include all
particulars about every member of the Institute, namely:—
● full name, date of birth, domicile, residential and professional addresses of the
member
● the date on which his/her name is entered in the Register;
● his/her qualifications;
● whether he/she holds a certificate of practice; and
● any other particulars which may be prescribed.
The Council shall cause to be published in the list of members of the Institute as on the 1st day of
April ofeach year. Every member of the Institute shall, on his name being entered in the Register,
pay annual membership fee as may be decided by the council from time to time.
REMOVAL FROM THE REGISTER OF MEMBERS:
● The Council may remove from the Register the name of any member of the Institute
in the following cases —
who is dead; or
● from whom a request has been received to that effect; or
● who has not paid any prescribed fee required to be paid by him/ her or
who is found to have been subject at the time when his name was entered in the
Register, or who at anytime thereafter has become subject, to any of the disabilities
or who for any other reason has ceased to be entitled to have his name borne on the
Register.
The Council shall remove from the Register the name of any member in respect of whom an order
has been passed under this Act removing him from membership of the Institute.
DISCIPLINARY MECHANISM
5. Considering the significance that the Company Secretary professional plays in the Corporate
Regime, the need for the best practices, code of conduct and disciplinary mechanism is a much
needed regulatory requirement. Accordingly the member of the Institute is subject to the
Disciplinary mechanism provided for under Chapter V of the Company Secretaries Act, 1980 (the
Act).
DISCIPLINARY DIRECTORATE
Section 21 of the Company Secretaries Act, 1980 provides for the establishment of a Disciplinary
Directorate headed by an officer of the Institute designated as Director (Discipline) and such other
employees for making investigations in respect of any information or complaint received by it. On
receipt of any information or complaint along with the prescribed fee, the Director (Discipline) shall
arrive at a prima facie opinion on the occurrence of the all egedmis conduct. The Disciplinary
Directorate shall follow such procedure as may be specified to make in vestigations under the Act.
Where the Director (Discipline) is of the opinion that a member is guilty of any professional or other
misconduct mentioned in the First Schedule, the matter shall be placed before the Board of
Discipline.
Where the Director (Discipline) is of the opinion that a member is guilty of any professional or other
misconduct mentioned in the Second Schedule or in both the Schedules, the matter shall be placed
the Disciplinary Committee.
Board of Discipline
The Board of Discipline shall be constituted by the Council of the Institute under section 21A of the
Company Secretaries Act, 1980. The Board of Discipline shall follow summary disposal procedure
in dealing with all the cases before it. Where the Board of Discipline is of the opinion that a member
is guilty of a professional or other misconduct mentioned in the First Schedule, it shall afford to the
member an opportunity of being heard before makingany order against him and may thereafter
take any one or more of the following actions, namely:—
● reprimand the member;
● remove the name of the member from the Register up to a period of three months;
● Impose such fine as it may think fit which may extend to rupees one lakh.
The Director (Discipline) shall submit before the Board of Discipline all information and complaints
where he/she is of the opinion that there is no prima facie case and the Board of Discipline may, if
it agrees with theopinion of the Director (Discipline), close the matter or in case of disagreement,
may advise the Director (Discipline) to further investigate the matter.
DISCIPLINARY COMMITTEE
According to Section 21B a Disciplinary Committee shall be constituted by the Council. The
Disciplinary Committee shall consist of the President or the Vice-President of the Council as the
Presiding Officer and two members to be elected from amongst the members of the Council and
6. two members to be nominated by the Central Government from amongst the persons of eminence
having experience in the field of law, economics, business, finance or accountancy:
The Council may constitute more Disciplinary Committees as and when it considers necessary.
The Disciplinary Committee, while considering the cases placed before it, shall follow such
procedure as may be specified.
Where the Disciplinary Committee is of the opinion that a member is guilty of a professional or
other misconduct mentioned in the Second Schedule or both the First Schedule and the Second
Schedule, it shall afford to the member an opportunity of being heard before making any order
against him and may thereafter take any one or more of the following actions, namely:—
● Reprimand the member;
● Remove the name of the member from the Register permanently or for such period,
as it thinks fit;
● impose such fine as it may think fit, which may extend to rupees five lakhs.
Authority, Disciplinary Committee, Board of Discipline and Director (Discipline) to have powers of
civil court
Section 21C provides that for the purposes of an inquiry under the provisions of this Act, the
Authority, the Disciplinary Committee, Board of Discipline and the Director (Discipline) shall have
the same powers as are vested in a civil court under the Code of Civil Procedure, 1908, in respect
of the following matters, namely:—
● summoning and enforcing the attendance of any person and examining him on oath;
● the discovery and production of any document; and
● receiving evidence on affidavit.
Note – For the purposes of above sections, “member of the Institute” includes a person who was
a member of the Institute on the date of the alleged misconduct although he has ceased tobe a
member of the Institute at the time of the inquiry.
APPEAL TO AUTHORITY
Under section 22A of the Act the Appellate Authority constituted under sub-section (1) of section
22A of the Chartered Accountants Act, 1949, shall be deemed to be the Appellate Authority for the
purposes of this Act,subject to certain modifications.
Accordingly, any member of the Institute aggrieved by any order of the Board of Discipline or the
Disciplinary Committee imposing on him any of the penalties referred to in section 21A and section
21B, may withinninety days from the date on which the order is communicated to him, prefer an
appeal to the Authority:
The Director (Discipline) may also appeal against the decision of the Board of Discipline or the
Disciplinary Committee to the Authority if so authorised by the Council, within ninety days.
However, the Authority may entertain any such appeal after the expiry of the said period of ninety
days, if it is satisfied that there was sufficient cause for not filing the appeal in time.
The Authority may, after calling for the records of any case, revise any order made by the Board
of
7. Discipline or the Disciplinary Committee may —
● confirm, modify or set aside the order
● impose any penalty or set aside, reduce, or enhance the penalty imposed by the
order;
● remit the case to the Board of Discipline or Disciplinary Committee for such further
enquiry as theAuthority
● considers proper in the circumstances of the case; or
● pass such other order as the Authority thinks fit.
Provided that the Authority shall give an opportunity of being heard to the parties concerned before
passingany order.
CERTAIN PROVISIONS RELATING TO MISCONDUCT
Professional misconduct in relation to members of the Institute is broadly structured under
Schedule I and Schedule II of the Act. They are briefly explained in below categories, Professional
misconduct in relation to:
● Company Secretaries in Practice. (Part I of the First Schedule)
● Members of the Institute in service. (Part II of the First Schedule)
● Members of the Institute generally. (Part III of the First Schedule)
● Other misconduct in relation to members of the Institute generally (Part IV of the First
Schedule)
● Company Secretaries in practice requiring action by disciplinary committee (Part I of
the Second Schedule)
● Members of the Institute generally, requiring action by disciplinary committee (Part II
of the Second Schedule).
● Other misconduct in relation to members of the Institute generally (Part III of the
Second Schedule)
The detailed provisions relating to misconduct and disciplinary mechanism are contained in
Sections 21,21A, 21B, 21C, 21D & 22 and the First and the Second Schedules to the Act and the
Rules
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