Duties and Liabilities of Directors  
Second Edition
Published by Bloomsbury Publishing India Pvt. Ltd
Publication Date:  Available in all formats
ISBN: 9789356409958
Pages: 426

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In the corporate world, directors play a crucial role. The Board of Directors collectively undertake the ultimate responsibility for overall governance. The shareholders and other stakeholders place a lot of trust in their directors who are expected to take care of their interests.

A director, whether, young or experienced, enjoys some authority as soon as he or she becomes a director. Directorship is accepted by choice. This book explains the various types of directors, their qualifications, disqualifications, tenure, procedures for appointment, reappointment, retirement, resignation, removal, and other modes of cessation of directorships.

This book lists out the duties and liabilities primarily under the Companies Act and SEBI's Listing Obligations and Disclosure Requirements. The duties of directors and independent directors, including those of a fiduciary nature, are covered extensively. This book comprehensively covers liabilities of directors too.

Apart from duties of individual directors, collective responsibilities of the board of directors are in addition to their individual duties, whether statutory or by virtue of articles of association or by any contract. Therefore, the Board of Directors as a body must get its acts together and take care of overall governance with a view to protecting the interests of all the stakeholders.

The last chapter of the book deals with lessons and learnings, through several leading cases from across the world as illustration presenting a holistic view and serves as a guidance to directors.

This book will serve a handy guide to every person who is or aspires to be a director, giving them a chance to understand what the law of the country expects from persons holding directorships.

Highlights:

• Types of Directors

• Appointment, Remuneration, Retirement, Resignation, Removal of Directors

• Duties and Liabilities of Directors and Independent Directors

• Powers and collective Responsibilities of Board of Directors

• Case Studies

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In the corporate world, directors play a crucial role. The Board of Directors collectively undertake the ultimate responsibility for overall governance. The shareholders and other stakeholders place a lot of trust in their directors who are expected to take care of their interests.

A director, whether, young or experienced, enjoys some authority as soon as he or she becomes a director. Directorship is accepted by choice. This book explains the various types of directors, their qualifications, disqualifications, tenure, procedures for appointment, reappointment, retirement, resignation, removal, and other modes of cessation of directorships.

This book lists out the duties and liabilities primarily under the Companies Act and SEBI's Listing Obligations and Disclosure Requirements. The duties of directors and independent directors, including those of a fiduciary nature, are covered extensively. This book comprehensively covers liabilities of directors too.

Apart from duties of individual directors, collective responsibilities of the board of directors are in addition to their individual duties, whether statutory or by virtue of articles of association or by any contract. Therefore, the Board of Directors as a body must get its acts together and take care of overall governance with a view to protecting the interests of all the stakeholders.

The last chapter of the book deals with lessons and learnings, through several leading cases from across the world as illustration presenting a holistic view and serves as a guidance to directors.

This book will serve a handy guide to every person who is or aspires to be a director, giving them a chance to understand what the law of the country expects from persons holding directorships.

Highlights:

• Types of Directors

• Appointment, Remuneration, Retirement, Resignation, Removal of Directors

• Duties and Liabilities of Directors and Independent Directors

• Powers and collective Responsibilities of Board of Directors

• Case Studies

Table of contents
About the author   v
Foreword   vii
Preface to the second edition   ix
Table of contents   xv
Table of cases   xix
Chapter 1 Types of directors, appointment and cessation of directors   1.1
Chapter 2 Duties of Directors   2.1
Chapter 3 Independent directors and their special duties   3.1
Chapter 4 Liabilities of directors   4.1
Chapter 5 Collective responsibility of the board   5.1
Chapter 6 Most frequently asked questions on directors   6.1
Chapter 7 Lessons and Learnings for Directors   7.1
Appendix 1 Extracts of select provisions of the Companies Act, 2013   App-1.1
Appendix 2 Extracts of Recommendations of the Company law Committee as per its report of March 2022   App-2.1
Appendix 3 Extract of Select Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015   App-3.1
Biographical note

Dr K S Ravichandran, M Com LL B, FCS, Ph D, is the founder and managing partner of KSR & Co Company Secretaries LLP, Bangalore, Chennai and Coimbatore. He is an expert in com-pany law, securities laws and regulations; law relating to for-eign exchange management and its related rules & regulations, industrial law, and environmental laws. His areas of specializa-tion include board process, governance, audits, compliance solutions, corporate restructuring, dispute resolution, IPRs, mergers & acquisitions, corporate and individual insolvency & bankruptcy and arbitration & conciliation.

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