The book is the first of its kind. It consolidates under 18 different subjects in two volumes the objective of Central Acts passed by the Central Government. It covers the objective of each Act, the rights, duties, obligations, and punishments for non-compliance. The book is directed at non-legal persons i.e., ordinary citizens of the country who have not studied or practice law as a subject. The book can also be of immense value as a reference tool to lawyers and legal practitioners. The utility value of the book can be enhanced manifold once it is translated into regional languages. The book aims at guiding a reader into an informed citizen. It provides a platform to reduce the impact and incidence of risks arising out of non-compliance. It is more apt today when so much debate is taking place in the country related to constitutional rights, sedition laws, receiving FCRA, rights of women, the privileged, animal rights, etc. The book has the foreword notes by Mr. Shailesh Haribhakti, an eminent chartered accountant and Mr. Manoj K Raut, CEO of the Institute of Directors (IOD).
The book contains key definitions of the Companies Act; Rules framed thereunder and SEBI LODR, 2015. The book specifies punishments - including the criminal for defaulting Directors. The book covers the duties, responsibilities, obligations of directors, provisions related to qualifications, disqualifications, vacation of office, appointment and reappointment, remuneration etc, extensively. The book covers the significant role Independent Directors and every allied provisions related to them. The book incorporates requirements envisaged under SEBI LODR, 2015 for Directors and Independent Directors to ensure good corporate governance in Companies.
Foreword note for the book is by Mr. Shailesh Haribhakti, Chartered Accountant - the only Indian to receive the Global Competent Board’s Certification declaring him as ESG ready. He is also a winner of several corporate governance awards including the best Independent Director. He is a fellow of IOD. Unique feature of the book lies in the elaboration of the role of IDs and committees of board; templates for mandatory codes, policies, and reports – both incorporating requirements under SEBI Regulations/Act. Despite India having the best Corporate Governance framework the corporate frauds that keep surfacing underlines that the IDs and Auditors are yet to become independent in letter and spirit. Case of a listed PSU which failed to discharge fiduciary responsibilities leading to end of a good project and loss of huge public funds is also covered in the book.
The Hon. Minister of Finance and Corporate Affairs introduced on 6th March 2020 in the Lok Sabha, the Companies (Amendment) Act, 2020 {Bill No.88 of 2020}. In the statement of Objects and Reasons for introducing the Bill, she stated, inter alia that as part of the constant endeavor of the Government to facilitate greater ease of living to law abiding corporates certain provisions of the Act are proposed to be decriminalized to provide further ease of living for corporates in the country. Several provisions of the Act related to defaults which lacked any element of fraud or do not involve larger public interest were decriminalized. Yet the continuing “less serious punishments” are serious enough for the Directors to be complacent. There are still 26 sections providing for punishment under section 447 as Cognizable Offence; 20 sections attracting Imprisonment and Fine; 8 sections imposing Imprisonment or Fine or Both; and 1 section providing for Imprisonment or Fine. This book can guide those Directors who have less knowledge on the compliance requirements under the Act, its rules and secretarial procedures. It is believed that this handbook shall enthuse them to adopt personal risk mitigation measures such as good reading of the agenda papers, seek additional information from companies to prepare and effectively participate at the meetings and where considered appropriate obtain expert independent advice. The book will also be of value to the whole-time directors and officers of the company, candidates preparing for on-line proficiency test for registration of Data Bank of Independent Directors, company secretaries whether in service or in practice, CFOs, practicing chartered accountants while conducting audit of companies, lawyers, offices of the Ministry of Corporate Affairs such as Registrar of Companies, Regional Directors, students and teachers of company law in lnstitutions etc. The book highlights punishments under the following categories: (1) For Fraud under Section 447: {Cognizable Offences}. (2) Imprisonment and Fine (3) Imprisonment or Fine or Both (4) Imprisonment or Fine (5) Fine on the Company, Directors, Officers who are in Default (6) Punishment under Section 450 {No specific punishment provided under any Chapter} (7) Imprisonment and Fine -Other than Directors and Officers who are in Default (8) Punishment by Fine- Other than Directors and Officers who are in Default. (9) Vacation of Office by Directors and Disqualification from holding Office in any Company. (10) Personal Liabilities for Damages – Directors, Promoters. Members, Expert, Officers in Default. (11) Risk of Punishments to Non-executive Directors (12) Other Punishments
The book is the first of its kind. It consolidates under 18 different subjects in two volumes the objective of Central Acts passed by the Central Government. It covers the objective of each Act, the rights, duties, obligations, and punishments for non-compliance. The book is directed at non-legal persons i.e., ordinary citizens of the country who have not studied or practice law as a subject. The book can also be of immense value as a reference tool to lawyers and legal practitioners. The utility value of the book can be enhanced manifold once it is translated into regional languages. The book aims at guiding a reader into an informed citizen. It provides a platform to reduce the impact and incidence of risks arising out of non-compliance. It is more apt today when so much debate is taking place in the country related to constitutional rights, sedition laws, receiving FCRA, rights of women, the privileged, animal rights, etc. The book has the foreword notes by Mr. Shailesh Haribhakti, an eminent chartered accountant and Mr. Manoj K Raut, CEO of the Institute of Directors (IOD).
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