Role & Responsibilties of Directors under Companies Act, 2013
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Directors : Role &
Responsibilities
Organizer – NIRC of ICSI
15th February, 2014
Workshop on The Companies Act, 2013
PRESENTED BY : AJAY GARG, TEAM AGBians
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Role of Directors
AJAY GARG, Team AGBians
Part II of Schedule IVScattered under various Sections of CA-13
Independent DirectorsDependent Directors
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Responsibilities of Directors
AJAY GARG, Team AGBians
Directors – Section 166 (1) to (6) of CA-13
and (7) Penalties for
contravention
Independent Directors – Also in Part
III of Schedule IV
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DR under CA 2013RULE 13.8(1) CHAP XIIIDUTIES OF COMPANY SECRETARY
“To provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers;
AJAY GARG, Team AGBians
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New role:
Guide to the Board with special reference to their duties, responsibilities and powers
Company Secretaries!!! Change, Emerge & Lead
AJAY GARG, Team AGBians
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How to understand the
Sensitivity of
Responsibilities?
Company Secretaries!!! Change, Emerge & Lead
CS
AJAY GARG, Team AGBians
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Default in Compliance
Default in Reporting
Company Secretaries!!! Change, Emerge & Lead
AJAY GARG, Team AGBians
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Sec 205- Functions of Company Secretary(1)(a) to report to the Board about compliance with the
provisions of this Act,
the rules made thereunder; and
other laws applicable to the company;
AJAY GARG, Team AGBians
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Convey the Sensitivity of
Responsibilities to
CMD?
Directors!!!
AJAY GARG, Team AGBians
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How to convey the sensitivity of
RESPONSIBILITIES to the KMP?
Directors !!!
AJAY GARG, Team AGBians
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How to convey the Sensitivity of Responsibilities to
Independent Director?
Directors !!!
Responsibility
AJAY GARG, Team AGBians
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Persuading Board
Directors CS as Guide
• Generate Curiosity• Impart Knowledge• Inform about Penal Provisions• Intimate About Non-Compoundable Offences• Create Awareness About Role• Sensitize about Their Responsibilities
AJAY GARG, Team AGBians
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Sensitization Tools Presentations
Interactive Sessions
Notifications
Emails
Directors !!! Changing Role
AJAY GARG, Team AGBians
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Sensitization ToolsDirectors
Reminders
Compliance Calendars
Casual Meetings AJAY GARG, Team
AGBians
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Sensitization Tools
Directors
Newspaper Cuttings
Formal Trainings
Awareness about Law AJAY GARG, Team AGBians
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Do you Fancy
Yourself as Director in Coming years?
Directors
Director
2018
AJAY GARG, Team AGBians
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Resident
Director
[149(3)]
Independent
Director
[149(4)]
Women Director P2 of [149(1)
]
Small Shareholder
Director (151)
Opportunities under Companies Act, 2013
Company Secretaries!!! Opportunities
AJAY GARG, Team AGBians
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The Attraction of Sitting Fees DR 13.2(2)
Directors
AJAY GARG, Team AGBians
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• The Eligibility S149(6)
• Disqualifications S164
• The CommitteesS135,177,178
Directors
AJAY GARG, Team AGBians
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Penal ProvisionsSec 447 -Punishment for fraud
Imprisonment and
Min 6 months Min. - Amount involved in Fraud Max. 10 years Max. - 3 times of the amount involved
Sec 448- Punishment for False StatementPenalty under Sec 447
Directors!!!
AJAY GARG, Team AGBians
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WELCOME THE C’S
COMPLIANCES
WIPE THE P’S PENALTIES ON COMPANY PENALTIES ON PERSONS
AJAY GARG, Team AGBians
Directors
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•Prepare them for Change•Emerge as Dominant KMP•Lead the Board and Respective Corporates
Company Secretaries!!!
AJAY GARG, Team AGBians
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DR under CA 2013RULE 13.8(1) CHAP XIIIDUTIES OF COMPANY SECRETARY
“To provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers;
AJAY GARG, Team AGBians
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All The Best.Ajay Garg
Team [email protected]
mwww.agbcorplegal.com
09811386723
WISH FOR CS: Pro-active Role
Change, Emerge & Lead