TagDirectors

Calcutta High Court Allows Trial Against Directors of a Mutual Fund Trustee Company

It is well-known that directors of a mutual fund trustee company carry onerous responsibilities, both under the Companies Act, 2013 as well as the SEBI (Mutual Funds) Regulations, 1996. The trustee company of a mutual fund and its directors are responsible for ensuring that transactions carried out by the fund are in accordance with the relevant regulations. This is despite the fact that the day...

Madras High Court Grants Reprieve to Disqualified Directors

The Madras High Court in Bhagavan Das Dhananjay Das v. Union of India (decided on 3 August 2018 and accessible via Judis) struck down the order of the Registrar of Companies, Chennai (“RoC) which had disqualified a number of directors from their position in various companies. The Court was considering a large group of writ petitions that various disqualified directors had filed before it. In...

Age-limit Criteria for Non-Executive Directors under Amended SEBI Listing Regulations: Prospective or Retrospective?

[Gaurav Pingle is a practising Company Secretary in Pune and can be reached at [email protected]] Introduction On June 2 2017, the Securities and Exchange Board of India (‘SEBI’) constituted a committee under the chairmanship of Mr. Uday Kotak for improving the standards of corporate governance of listed companies in India. On October 5, 2017, Kotak Committee submitted its report to SEBI...

Condonation of Delay Scheme, 2018: A Relief to Defaulting Directors and Companies

[Tanaya Desai is a 4th-year student at ILS Law College, Pune] In a bid to constrict and prevent illicit fund flows and black money by shell companies, the Ministry of Corporate Affairs (“MCA”) last year disqualified over 300,000 directors for default in filing company annual returns and financial statements with the Registrar of Companies (“RoC”), a statutory mandate prescribed by the Companies...

Ascertaining Legal Ramifications of Compensation Agreements- Part III (In Search of Common Law Defences to Statutory Violations)

[The following post, the third in a series, has been contributed by Rahul Sibal, 4th year student of NALSAR Hyderabad. The first two posts in the series are available here and here.] In the previous post it was argued that section 166  of the Companies Act, 2013 (the ‘Act’), which partially codified the common law doctrines of no-conflict and no-profit, did not provide for consent-based...

The Companies Amendment Bill, 2017: Proposed Changes to Section 185

[Guest post by Amitabh Robin Singh, who is a corporate lawyer practising in Mumbai] With the Companies Amendment Bill, 2017 (“Amendment“) being passed by the Lok Sabha and sent to the Rajya Sabha, it would be pertinent to discuss one of the major changes proposed by the Amendment. The Amendment proposes to completely replace Section 185 of the Companies Act, 2013 (“2013...

Activism through Directors Elected by “Small Shareholders”

Recent news reports (here, here and here) have highlighted a shareholder proposal that has been initiated in preparation for the annual general meeting of Alembic Limited to be held on 28 July 2017. The shareholder in question is Unifi Capital Private Limited who is said (though not verified) to be holding 3% shares in Alembic. The proposal involves the election of a “small shareholder” director...

Minimizing the Liability of Directors: SEBI’s Order in the Zylog Case

[Guest post by Amitabh Robin Singh, who is a corporate lawyer practising in Mumbai] Liability of directors is a sensitive topic in India, particularly for foreign investors who propose to nominate directors to the boards of their Indian investee companies. That is why clauses are inserted in shareholders’ agreements to the effect that the investor’s nominee director will not be identified...

Ascertaining Legal Ramifications of Compensation Agreements- Part II (Statutory Approach)

[The following post, the second in a series, is contributed by Rahul Sibal, a third year student of NALSAR Hyderabad. In the series, he analyzes possible liabilities that may arise with respect to compensation agreements from different perspectives.  He can be contacted at [email protected] In this second post, he attempts to ascertain the liability of directors that have entered into...

Ascertaining Legal Ramifications of Compensation Agreements – Part I (Common Law Approach)

[The following post, the first in a series, is contributed by Rahul Sibal, a third year student of NALSAR Hyderabad. He analyzes possible liabilities that may arise with respect to compensation agreements from different perspectives.  He can be contacted at [email protected] In the following post, he attempts to ascertain the liability of directors, who have entered into compensation...

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