Director's Duties and Liabilities

All directors might not be aware of the duties and liabilities that come with the position. As this position is accepted by choice, a director cannot claim leniency in the court of law claiming that he was ignorant. This book lists out the duties and liabilities under primarily the Companies Act and SEBI's Listing Obligations and Disclosure Requirements; while discussing various types of directors, their qualifications, disqualifications, tenure, procedures for appointment, reappointment, retirement, resignation, removal and other modes of cessation of directorships.

The duties, including those of a fiduciary nature, are covered extensively, of directors and independent directors. Situations where directors are likely to be regarded as officers who are in default as per companies Act, 2013 are also pointed out with instances.

Collective responsibilities of the board of directors is inescapable by the individual director and therefore the liability too. This book contains a discussion on this aspect. The last chapter of the book deals with lessons and and learnings, through ten leading cases from around the world as illustration.

Table of Contents:

• Chapter 1 Types of directors, appointment and cessation of directors
• Chapter 2 Duties of Directors
• Chapter 3 Independent directors and their special duties
• Chapter 4 Liabilities of directors
• Chapter 5 Collective responsibility of the board
• Chapter 6 Most frequently asked questions on directors
• Chapter 7 Lessons and Learnings for Directors
• Appendix 1 Extracts of select provisions of the Companies Act, 2013
• Appendix 2 Extracts of Recommendations of the Company law Committee as per its report of March 2022
• Appendix 3 Extract of Select Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015