LAW MINISTER RELEASES BOOKS ON SECRETARIAL STANDARDS AND MONOGRAPH
ON DIRECTORS' RESPONSIBILITIES
The Union Minister of Law, Justice
and Company Affairs, Shri Arun Jaitley released a book on Secretarial
Standard on General Meetings and a Monograph on Position, Duties
and Liabilities of Directors, compiled by the Institute of Company
Secretaries of India (ICSI), at a function here today. The Secretary,
Department of Company Affairs, Shri Vinod Dhall, senior officials
of the Department and of the ICSI were present on the occasion.
The Standard seeks to prescribe
a set of principles for convening and conduct of general meetings
of companies. Besides, it intends to integrate and standardize
the diverse secretarial practices prevalent in the corporate sector
for conducting General Meetings to achieve uniformity of practices
for attaining sound corporate governance principles. In addition,
it seeks to further the shareholders democracy by laying down
principles for shareholders’ benefit. The Standard, which is second
after the first one already released last year, provides for eleven-Do’s
and Don’ts including disclosure in the annual report of companies
of the particulars of all general meetings held during the last
three years as a good corporate practices.
The Monograph on Position, Duties
and Liabilities of Directors, seeks to collate various provisions
in different enactment governing directors role, duties and responsibilities
stating that no director can escape the consequences arising from
non-observance of the provisions relating to their functioning.
It projects the role of Board of Directors as a crucial one and
a vital link between the shareholders, who provide capital, and
the managers, who use such capital to create value. The role of
directors in discharging their monitoring role to ensure that
the managers use the shareholders capital with utmost vigilance
has been highlighted. In other words, the Monograph is a comprehensive
treatise on the role, duties and liabilities of corporate directors.
It also contains a separate chapter each on Managing Director
and the Nominee Directors. The well considered views and rulings
of Company Law Board, High Courts and the Supreme Court have been
included in the Monograph.
Speaking on the occasion, the
Law Minister Shri Arun Jaitley complimented the ICSI for a job
well done. The Minister said that the two books together with
the first Standard released earlier would work as ready reckoners
for Board Directors and Managing Director in protecting the interest
of shareholders and other investors on the one hand and ensuring
corporate governance in terms of compliance of various statutory
requirements for smooth and efficient functioning of the corporate
sector in the emerging globalization of Indian economy on the
other. The President, ICSI, Shri S Gangopadhyay, who also spoke,
gave an overview of the salient features of the two books and
the functioning of his Institute.
