PREFACE

Countries like India needs to formulate a better governance framework to counter the current
globalized & growing market’s challenges, difficulties and increasing responsibilities/ duties for
the investor, stakeholder & society and last but not the least the economic development with
rapidly changed environment. Here with an effective Governance of the companies shows the
board of management, director’s area of thrust and responsibility towards the organisation.

The success of a company depends upon a person who is managing and directing the company
so it is necessary that the person who has been appointed as a director must be an competent
person and the knowledge of proper management Stipulation and clarification of the
obligations and duties as a chief of an organization and incredible commitment of the new
organization law of India.

Company Act, 2013 is a initiation of better governance and positive atmosphere in Indian
business environment which introduced various rules, regulation and provisions like improve
governance norms, enhance self–regulation, enhance the corporate and auditor’s
accountability, increasing the levels of transparency and protect interests of small investors.

The previous organization law of India, the Companies Act of 1956, was disgustingly insufficient
in this regard. But in line with international standard the Company Act, 2013 is a good
legislative attempt by the government. This paper is focused on the key changes and analysis of
the role of Director/ Independent Director by comparing the two major companies act i.e.
Companies Act 1956 & the recently introduced Companies Act 2013.
 CONTENTS

CHAPTER-1

INTRODUCTION ………………………………………………………………………………………………………………………………..

DEVELOPMENT OF COMPANY’S ACT, 2013 ………………………………………………………………………………………..

WHO CAN BE A DIRECTOR …………………………………………………………………………………………………………………

LEGAL POSITION OF DIRECTORS:- ……………………………………………………………………………………………………….

TYPES OF DIRECTOR …………………………………………………………………………………………………………………………..

CHAPTER -2

MODE OF APPOINTMENT OF DIRECTORS ............................................................................................

DISQUALIFICATION OF DIRECTOR – SECTION 164 ……………………………………………………………………………..

DUTIES OF DIRECTORS (THE COMPANIES ACT OF 1956 & 2013) ………………………………………………………..

RIGHTS AND DUTIES OF DIRECTORS (THE COMPANIES ACT OF 2013) ………………………………………………

LIABILITIES OF DIRECTORS …………………………………………………………………………………………………………………

RELIE FROM LIABILITIES ………………………………………………………………….

(CHAPTER-3)

INDEPENDENT DIRECTOR
INTRODUCTION
BACKGROUND

EVOLUATE THE THOUGHT OF INDEPENDENT DIRECTOR IN INDIA:-

DEFINITION
TENURE

GUIDELINES OF SKILLED CONDUCT

MANNER OF APPOINTMENT

QUALIFICATION OF INDEPENDENT DIRECTOR

REMUNERATIONS

ROLE, FUNCTIONS AND DUTIES

RESIGNATION OR REMOVAL

LIABILITIES OF INDEPENDENT DIRECTOR :-

WOMAN DIRECTOR

APPOINTMENT

Time Limit

Intermittent Vacancy

DUTIES AND LIABILITIES :-

QUALIFICATION / TRADE EXPERTIES

CORPORATE GOVERNANCE

INTRODUCTION

DEFINITION OF COMPANY GOVERNANCE

STAKEHOLDERS IN GUARANTEEING CORORATE GOVERNANCE TABLE OF CASES

COMPLIANCE NECESSITIES OVER FIELDS

IMPORTANCE OF COMPANY GOVERNANCE

BENEFITS OF COMPANY GOVERNANCE :-

CORPORATE GOVERNANCE AND ECONOMIC PERFORMANCE

OECD PRINCIPLES

ROLE OF BOARD

VITAL COMMITTEES REPORT

CORPORATE GOVERNANCE IN ASIAN COUNTRY

Factors influencing company governance

Role of director in company governance

CHAPTER-4

AN APPRISAL OR CRITICAL ANALYSIS OF COMPANY ACT, 2013

INTRODUCTION:-

COMPARATIVE ANALYSIS

MERGERS, ACQUISITIONS PROBLEMS

CHALLENGES TO EFFECTIVE COMPANY GOVERNANCE

MEASURES TO BE TAKEN FOR IMPROVEMENT

SUGGESTION

CONCLUSION

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42 SCL 798 AP

5) Cricket Club of India vs. Madhav L. Apte. 1975 45 CompCas 574 Bom
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7) Venkatachalapati V. Guntur Mills AIR 1929Mad 353

8) ORIENTAL METAL PRESSING WORK V. B.K. THAKUR AIR 1961, 573

9) P.K. Nedungadi V. Malayalee Bank Ltd AIR 1971 SC 829

10) In R.K. Dalmia and others V. The Delhi Administration AIR1962

11) Assistant Commissioner, Assessment-II, Banglore&Ors V. Velliappa Textiles Ltd. &Anr 2004 (2)CHN
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14) AvelingBarford Ltd. V .Perion Ltd AIR 1989 BCLC 626 kingdom

STATEMENT OF RESEARCH PROPOSAL AND RESEARCH QUESTIONS

Research Proposal :- The Companies Act, 2013 replaces the current Companies Act, 1956 which
was authorized 57 years prior .The new Act looks to introduce more straight forwardness and
governance in the corporate bodies other than making the fundamental condition for
development in the present worldwide structure.
The Act supports great governance rehearses by putting the responsibility on free executives to
get oversight the working of the Board and secure the enthusiasm of minority investors. The
new Act is a noteworthy point of reference in the corporate governance circle in India and is
probably going to have huge effect on the governance of organizations in the nation.

Research Questions:- Some of the research questions relating to the dissertation work are as
follows:-

1. What kinds of changes have been done in the Companies Act,2013 ?

2. Are these laws sufficient ?

3. What is the present position of director in Companies Act,2013 ?

4. What is the present position of women director in Companies Act, 2013 ?

5. What is the present position of independent director in Companies Act,2013 ?

6. What are the responsibilities of directors in corporate governance ?

OBJECTIVES

1) Establish a comparison between Companies Act, 2013 and Company Act, 1956 regarding
Director/ Independent Director.

2) To evaluate the key challenges for industries and companies in the new regulation.

3) To find out the possible measures or necessary step to overcome the existing lapses.

4) To understand the concept of Corporate Governance.

5) To examine corporate governance Rules under Companies Act, 2013

6) To analyses various development and present framework in Corporate Governance in India

7) Analyses the key provisions of the Companies Act, 2013 with respect to Mergers and
Acquisitions.

8) To study the issues and challenges associated with the actual implementation of the
Companies Act, 2013.

SCOPE

Scope of the study is limited to study the new regulation and mostly focusing on the
new development of as per Company Act, 2013.

LIMITATION

The new Company Act, 2013 has become fully implemented from 01 Apr 2014. So the
actual output and the consequences the corporate sector faced cannot be measured in
this sort time horizon. Further the paper is based on the secondary data so the realistic
situation may be different.