Role of Independent Directors to be redefined

The concept of Independent Director has been proposed in the Companies Bill, 2009. Clause 147 of the Bill, provides for duties of directors which include the duty to act in good faith in best interest of company, to act with due and reasonable care, skill and diligence, to avoid any conflict of interest, to desist from achieving any undue gain or advantage. These duties would also be applicable for independent directors. The liability for penal action (including for frauds) under the Companies Act, 1956 as well as Companies Bill, 2009 lies on the concerned company and its officer who is in default. In many circumstances, the term ˜Officer in default™ includes directors.

The recommendations made by Hon™ble Parliamentary Standing Committee which examined the Companies Bill, 2009 regarding specific tenure for independent directors are proposed to be included in the revised Companies Bill also.

This information was given by the Minister of State in the Ministry of Corporate Affairs Shri R.P.N. Singh today in the Rajya Sabha in reply to a written question whether the provisions of the Companies Bill introduced in August, 2009 in the Parliament, and later on referred to the Department related Standing Committee on Finance would enable the responsibility to be fixed on independent directors, in the backdrop of multicrore accounting fraud as such recent fraud cases have exposed gaping holes in our existing corporate governance norms; and if so, whether the companies would be allowed to have the option to continue a particular independent director for any duration or Government would fix a maximum period for keeping independent directors on the Board of the Company?

profile image

About Taniya

Taniya | Associate

eMinds Legal Consulting Pvt. Ltd. is a Consulting Firm in India specialzing in Corporate Laws, Compliances, Secretarial, FEMA, Indirect Taxation, Cyber Laws & Contracts. The Firm comprises of a team of professionals of Company Secretaries, Lawyers and Chartered Accountants with an in-depth subject matter knowledge and participative industry experience of over 12 years.

Corporate Law Referencer

Recent Articles

Recent Legal updates

Recent Gst Updates