Bloomsbury Duties and Liabilities of Directors by K S Ravichandran – 1st Edition 2022

Keynote

With the increasing role played by the corporate sector and investors in shaping the way businesses are managed, directors of companies and other listed entities play a significant role, individually and collectively. Their duties and liabilities are in sharp focus due to the ever growing impact of their actions on the lives of employees and investors and therefore, directors including independent directors, need to be vigilant in their duty and care while remaining alert to those actions of theirs, both as individual directors as well as the collective board, that can bring liability that could be personal as well. This book is about such duties and liabilities.

Description

All directors might not be aware of the duties and liabilities that come with the position. As this position is accepted by choice, a director cannot claim leniency in the court of law claiming that he was ignorant. This book lists out the duties and liabilities under primarily the Companies Act and SEBI’s Listing Obligations and Disclosure Requirements; while discussing various types of directors, their qualifications, disqualifications, tenure, procedures for appointment, reappointment, retirement, resignation, removal and other modes of cessation of directorships. The duties, including those of a fiduciary nature, are covered extensively, of directors and independent directors. Situations where directors are likely to be regarded as officers who are in default as per companies Act, 2013 are also pointed out with instances. Collective responsibilities of the board of directors is inescapable by the individual director and therefore the liability too. This book contains a discussion on this aspect. The last chapter of the book deals with lessons and and learnings, through ten leading cases from around the world as illustration.

Table of contents

Chapter 1 Types of directors, appointment and cessation of directors
Chapter 2 Duties of Directors
Chapter 3 Independent directors and their special duties
Chapter 4 Liabilities of directors
Chapter 5 Collective responsibility of the board
Chapter 6 Most frequently asked questions on directors
Chapter 7 Lessons and Learnings for Directors
Appendix 1 Extracts of select provisions of the Companies Act, 2013
Appendix 2 Extracts of Recommendations of the Company law Committee as per its report of March 2022
Appendix 3 Extract of Select Regulations of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

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